SC 13E3

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13E-3

RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(e)

OF THE SECURITIES EXCHANGE ACT OF 1934

Gelesis Holdings, Inc.

(Name of the Issuer)

Gelesis Holdings, Inc.

PureTech Health plc

PureTech Health LLC

Caviar Merger Sub LLC

(Names of Persons Filing Statement)

Common Stock, par value $0.0001 per share

Redeemable warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50

(Title of Class of Securities)

14070Y101

(CUSIP Number of Class of Securities)

Yishai Zohar Chief Executive Officer Gelesis Holdings, Inc. 501 Boylston Street, Suite 6102 Boston, MA, 02116 (617) 456-4718 Bharatt Chowrira President PureTech Health plc PureTech Health LLC Caviar Merger Sub LLC 6 Tide Street, Suite 400 Boston, MA 02210 (617) 482-2333

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Persons Filing Statement)

With copies to

James T. Barrett Jeffrey A. Letalien Jean A. Lee Goodwin Procter LLP 100 Northern Avenue Boston, MA 02210 (617) 570-1000 Peter N. Handrinos Joshua M. Dubofsky Ian Nussbaum Elisabeth M. Martin Latham & Watkins LLP 200 Clarendon Street Boston, MA 02116 (617) 948-6000

This statement is filed in connection with (check the appropriate box):

a.	☒	The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1934.
b.	☐	The filing of a registration statement under the Securities Act of 1933.
c.	☐	A tender offer.
d.	☐	None of the above.

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies:  ☒

Check the following box if the filing is a final amendment reporting the results of the transaction:  ☐

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of this transaction, passed upon the merits or fairness of this transaction, or passed upon the adequacy or accuracy of the disclosure in this transaction statement on Schedule 13E-3. Any representation to the contrary is a criminal offense.

INTRODUCTION

This Rule 13E-3 Transaction Statement on Schedule 13E-3, together with the exhibits hereto (this “Schedule 13E-3” or “Transaction Statement”), is being filed with the Securities and Exchange Commission (the “SEC”) pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the “Exchange Act”), jointly by the following persons (each, a “Filing Person,” and collectively, the “Filing Persons”): (i) Gelesis Holdings, Inc. (the “Company”), a Delaware corporation and the issuer of the common stock, par value $0.0001 per share (“Company Common Stock”), that is subject to the Rule 13e-3 transaction, (ii) PureTech Health LLC, a Delaware limited liability company (“Parent”), (iii) PureTech Health plc, a company incorporated under the laws of England and Wales (“PureTech”), and (iv) Caviar Merger Sub LLC, a Delaware limited liability company and wholly owned subsidiary of parent (“Merger Sub”).

On June 12, 2023, the Company, Parent and Merger Sub entered into an Agreement and Plan of Merger (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), pursuant to which, subject to the satisfaction or waiver of certain conditions and on the terms set forth therein, the Company will merge with and into Merger Sub, with Merger Sub as the surviving company and a wholly owned subsidiary of Parent (the “Merger”). Concurrently with the filing of this Schedule 13E-3, the Company is filing with the SEC a preliminary Proxy Statement (the “Proxy Statement”) under Regulation 14A of the Exchange Act, relating to a special meeting of the stockholders of the Company (the “Special Meeting”) at which the stockholders of the Company will consider and vote upon a proposal to approve and adopt the Merger Agreement and a proposal to adjourn and postpone the Special Meeting, if necessary, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve and adopt the Merger Agreement. A copy of the preliminary Proxy Statement is attached hereto as Exhibit (a)(2)(i). A copy of the Merger Agreement is attached hereto as Exhibit (d)(i) and is also included as Annex A to the preliminary Proxy Statement and incorporated herein by reference.

Under the terms of the Merger Agreement, if the Merger is completed, each share of Company Common Stock outstanding immediately prior to the consummation of the Merger (other than as provided below, but including shares issued in connection with the deemed exercise of certain warrants to purchase shares of Company Common Stock) will be converted into the right to receive $0.05664 per share in cash (the “Merger Consideration”), without interest and less any applicable withholding taxes. The following shares of Company Common Stock will not be converted into the right to receive the Merger Consideration in connection with the Merger: (i) shares held in the treasury of the Company, (ii) shares owned by Parent or any of its direct or indirect subsidiaries (including Merger Sub) immediately before the effective time of the Merger, (iii) shares of the restricted Company Common Stock issued pursuant to that certain Business Combination Agreement, dated as of July 19, 2021, by and among Gelesis, Inc., Capstar Special Purpose Acquisition Corp. and CPSR Gelesis Merger Sub, Inc. (as amended, restated, supplemented or otherwise modified, the “BCA”), and subject to all of the terms and conditions of the BCA in respect of the “Earn Out Shares”, and (iv) shares held by Company’s stockholders who perfect their statutory rights of appraisal under Section 262 of the General Corporation Law of the State of Delaware (the “DGCL”), a copy of which is attached hereto as Exhibit (f) and is also included as Annex C to the preliminary Proxy Statement and incorporated herein by reference.

At the Effective Time, each outstanding warrant to purchase shares of Company Common Stock issued pursuant to that certain Warrant Agreement, dated July 1, 2020, by and among Capstar Special Purpose Acquisition Corp., a Delaware corporation, Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Gelesis Warrant Agreement”, and each such warrant, a “Gelesis Warrant”) will automatically and without any required action on the part of the holder thereof, cease to represent a warrant exercisable for one share of Company Common Stock and become a warrant exercisable for the Merger Consideration; provided that if a holder of such Gelesis Warrant properly exercises such Gelesis Warrant within thirty (30) days following the public disclosure of the consummation of the Merger, the holder of such Gelesis Warrant will be entitled to the Black-Scholes Warrant Value (as defined in the Gelesis Warrant Agreement) with respect to such Gelesis Warrant, which would have been equal to less than $0.01 per Gelesis Warrant as of the close of trading on June 12, 2023.

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The Merger is subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, including the approval and adoption of the Merger Agreement by the affirmative vote of (i) holders of a majority of the issued and outstanding shares of Company Common Stock not owned, directly or indirectly, by Parent or any of its subsidiaries (including Merger Sub) or its affiliates and (ii) holders of a majority of the issued and outstanding shares of Company Common Stock entitled to vote thereon.

The cross-references below are being supplied pursuant to General Instruction G to Schedule 13E-3 and show the location in the Proxy Statement of the information required to be included in response to the items of Schedule 13E-3. Pursuant to General Instruction F to Schedule 13E-3, the information contained in the Proxy Statement, including all appendices thereto, is incorporated in its entirety herein by reference, and the responses to each item in this Schedule 13E-3 are qualified in their entirety by the information contained in the Proxy Statement and the appendices thereto.

As of the date hereof, the Proxy Statement is in preliminary form and is subject to completion and/or amendment. This Schedule 13E-3 will be amended to reflect such completion or amendment of the Proxy Statement. Capitalized terms used but not expressly defined in this Schedule 13E-3 shall have the respective meanings given to them in the Proxy Statement.

The information concerning the Company contained in, or incorporated by reference into this Schedule 13E-3 and the Proxy Statement, was supplied by the Company. Similarly, all information concerning each other Filing Person contained in, or incorporated by reference into this Schedule 13E-3 and the Proxy Statement was supplied by such Filing Person. No Filing Person, including the Company, is responsible for the accuracy of any information supplied by any other Filing Person.

While each of the Filing Persons acknowledges that the Merger is a “going private” transaction for purposes of Rule 13E-3 under the Exchange Act, the filing of this Transaction Statement shall not be construed as an admission by any Filing Person, or by any affiliate of a Filing Person, that the Company is “controlled” by any Filing Person.

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Item 1. Summary Term Sheet

The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER”

Item 2. Subject Company Information

(a) Name and Address. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

“PARTIES TO THE MERGER – Gelesis Holdings, Inc.”

(b) Securities. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER”

“THE SPECIAL MEETING – Record Date and Quorum”

“OTHER IMPORTANT INFORMATION REGARDING THE COMPANY – Market Price Of Company Common Stock”

“OTHER IMPORTANT INFORMATION REGARDING THE COMPANY – Security Ownership Of Certain Beneficial Owners And Management”

(c) Trading Market and Price. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

“SUMMARY TERM SHEET”

“OTHER IMPORTANT INFORMATION REGARDING THE COMPANY – Market Price Of Company Common Stock”

(d) Dividends. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

“THE MERGER AGREEMENT – Representations and Warranties”

“THE MERGER AGREEMENT – Conduct of Our Business Pending the Merger”

“OTHER IMPORTANT INFORMATION REGARDING THE COMPANY – Market Price Of Company Common Stock”

(e) Prior Public Offerings. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

“OTHER IMPORTANT INFORMATION REGARDING THE COMPANY – Prior Public Offerings”

(f) Prior Stock Purchases. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

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“OTHER IMPORTANT INFORMATION REGARDING THE COMPANY – Certain Transactions in the Shares of the Company’s Securities”

Item 3. Identity and Background of Filing Person

(a)-(c) Name and Address; Business and Background of Entities; Business and Background of Natural Persons. Gelesis Holdings, Inc. is the subject company. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET – Parties to the Merger”

“PARTIES TO THE MERGER”

“OTHER INTERESTED PARTIES IN THE MERGER”

“OTHER IMPORTANT INFORMATION REGARDING THE COMPANY”

Item 4. Terms of the Transaction

(a)(1) Tender Offers. Not Applicable.

(a)(2) Merger or Similar Transactions. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER”

“SPECIAL FACTORS – Background of the Merger”

“SPECIAL FACTORS – Recommendation of the Board”

“SPECIAL FACTORS – Reasons for the Merger”

“SPECIAL FACTORS – Position of the Company as to the Fairness of the Merger to Unaffiliated Stockholders”

“SPECIAL FACTORS – Position of the PureTech Entities as to the Fairness of the Merger”

“SPECIAL FACTORS – Opinion of Lincoln International LLC”

“SPECIAL FACTORS – Certain Prospective Financial Information”

“SPECIAL FACTORS – Purpose and Reasons of Gelesis for the Merger”

“SPECIAL FACTORS – Purpose and Reasons of the PureTech Entities for the Merger”

“SPECIAL FACTORS – Plans for the Company After the Merger”

“SPECIAL FACTORS – Certain Effects of the Merger”

“SPECIAL FACTORS – Financing of the Merger”

“SPECIAL FACTORS – Accounting Treatment”

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“SPECIAL FACTORS – Material U.S. Federal Income Tax Consequences of the Merger”

“THE MERGER AGREEMENT”

“THE SPECIAL MEETING – Vote Required”

“VOTING AND SUPPORT AGREEMENT”

Annex A – Agreement and Plan of Merger

Annex D – Form of Voting and Support Agreement

(c) Different Terms. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“SPECIAL FACTORS – Certain Effects of the Merger”

“SPECIAL FACTORS – Interests of Gelesis’ Directors and Officers in the Merger”

“THE MERGER AGREEMENT – Employee Matters”

“THE MERGER AGREEMENT – Treatment of Outstanding Company Options and Company RSU Awards”

“VOTING AND SUPPORT AGREEMENT”

Annex A – Agreement and Plan of Merger

Annex D – Form of Voting and Support Agreement

(d) Appraisal Rights. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SPECIAL FACTORS – Appraisal Rights”

“THE MERGER AGREEMENT – Dissenting Shares”

“THE SPECIAL MEETING – Rights of Stockholders Who Seek Appraisal”

Annex A – Agreement and Plan of Merger

Annex C – Section 262 of the General Corporation Law of the State of Delaware

(e) Provisions for Unaffiliated Security Holders. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SPECIAL FACTORS – Reasons for the Merger”

“SPECIAL FACTORS – Purpose and Reasons of Gelesis for the Merger”

“SPECIAL FACTORS – Provisions for Unaffiliated Stockholders”

(f) Eligibility for Listing or Trading. Not Applicable.

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Item 5. Past Contacts, Transactions, Negotiations and Agreements

(a)(1)-(2) Transactions. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“SPECIAL FACTORS – Background of the Merger”

“SPECIAL FACTORS – Certain Effects of the Merger”

“SPECIAL FACTORS – Interests of Gelesis’ Directors and Officers in the Merger”

“THE MERGER AGREEMENT”

“NOTE AND WARRANT PURCHASE AGREEMENT”

“OTHER IMPORTANT INFORMATION REGARDING THE COMPANY – Certain Transactions in the Shares of the Company’s Securities”

(b) Significant Corporate Events. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER”

“SPECIAL FACTORS – Background of the Merger”

“SPECIAL FACTORS – Reasons for the Merger”

“SPECIAL FACTORS – Position of the Company as to the Fairness of the Merger to Unaffiliated Stockholders”

“SPECIAL FACTORS – Position of the PureTech Entities as to the Fairness of the Merger”

“SPECIAL FACTORS – Purpose and Reasons of the PureTech Entities for the Merger”

“SPECIAL FACTORS – Plans for the Company After the Merger”

“SPECIAL FACTORS – Certain Effects of the Merger”

“SPECIAL FACTORS – Interests of Gelesis’ Directors and Officers in the Merger”

“SPECIAL FACTORS – Financing of the Merger”

“VOTING AND SUPPORT AGREEMENT” 

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“NOTE AND WARRANT PURCHASE AGREEMENT”

“THE MERGER AGREEMENT”

“OTHER IMPORTANT INFORMATION REGARDING THE COMPANY – Certain Transactions in the Shares of the Company’s Securities”

Annex A – Agreement and Plan of Merger

Annex D – Form of Voting and Support Agreement

(c) Negotiations or Contacts. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SPECIAL FACTORS – Background of the Merger”

“SPECIAL FACTORS – Purpose and Reasons of Gelesis for the Merger”

“SPECIAL FACTORS – Position of the Company as to the Fairness of the Merger to Unaffiliated Stockholders”

“SPECIAL FACTORS – Position of the PureTech Entities as to the Fairness of the Merger”

“SPECIAL FACTORS – Purpose and Reasons of the PureTech Entities for the Merger”

“SPECIAL FACTORS – Certain Effects of the Merger”

“SPECIAL FACTORS – Interests of Gelesis’ Directors and Officers in the Merger”

(e) Agreements Involving the Subject Company’s Securities. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER”

“SPECIAL FACTORS – Background of the Merger”

“SPECIAL FACTORS – Plans for the Company After the Merger”

“SPECIAL FACTORS – Certain Effects of the Merger”

“SPECIAL FACTORS – Interests of Gelesis’ Directors and Officers in the Merger”

“SPECIAL FACTORS – Financing of the Merger”

“VOTING AND SUPPORT AGREEMENT” 

“NOTE AND WARRANT PURCHASE AGREEMENT” 

“THE MERGER AGREEMENT”

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“THE SPECIAL MEETING – Voting by Gelesis’ Directors and Executive Officers”

“OTHER IMPORTANT INFORMATION REGARDING THE COMPANY – Certain Transactions in the Shares of the Company’s Securities”

Annex A – Agreement and Plan of Merger

Annex D – Form of Voting and Support Agreement

Item 6. Purposes of the Transaction and Plans or Proposals

(b) Use of Securities Acquired. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“SPECIAL FACTORS – Plans for the Company After the Merger”

“SPECIAL FACTORS – Certain Effects of the Merger”

“SPECIAL FACTORS – Certain Effects of the Merger for Parent”

“SPECIAL FACTORS – Certain Effects on Gelesis if the Merger is not Completed”

“SPECIAL FACTORS – Interests of Gelesis’ Directors and Officers in the Merger”

“OTHER IMPORTANT INFORMATION REGARDING THE COMPANY – Market Price of Company Common Stock”

“THE MERGER AGREEMENT”

“DEREGISTRATION OF COMPANY COMMON STOCK”

Annex A – Agreement and Plan of Merger

(c)(1)-(8) Plans. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER”

“SPECIAL FACTORS – Background of the Merger”

“SPECIAL FACTORS – Recommendation of the Board”

“SPECIAL FACTORS – Reasons for the Merger”

“SPECIAL FACTORS – Purpose and Reasons of Gelesis for the Merger”

“SPECIAL FACTORS – Position of the Company as to the Fairness of the Merger to Unaffiliated Stockholders”

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“SPECIAL FACTORS – Position of the PureTech Entities as to the Fairness of the Merger”

“SPECIAL FACTORS – Purpose and Reasons of Gelesis for the Merger”

“SPECIAL FACTORS – Purpose and Reasons of the PureTech Entities for the Merger”

“SPECIAL FACTORS – Plans for the Company After the Merger”

“SPECIAL FACTORS – Certain Effects of the Merger”

“SPECIAL FACTORS – Certain Effects of the Merger for Parent”

“SPECIAL FACTORS – Certain Effects on Gelesis if the Merger is not Completed”

“SPECIAL FACTORS – Interests of Gelesis’ Directors and Officers in the Merger”

“SPECIAL FACTORS – Financing of the Merger”

“THE MERGER AGREEMENT”

“VOTING AND SUPPORT AGREEMENT” 

“NOTE AND WARRANT PURCHASE AGREEMENT” 

“THE SPECIAL MEETING”

“THE SPECIAL MEETING – Voting by Gelesis’ Directors and Executive Officers”

“OTHER IMPORTANT INFORMATION REGARDING THE COMPANY – Market Price of Company Common Stock”

“OTHER IMPORTANT INFORMATION REGARDING THE COMPANY – Directors and Executive Officers of Gelesis”

“DEREGISTRATION OF COMMON STOCK”

Annex A – Agreement and Plan of Merger

Annex D – Form of Voting and Support Agreement

Item 7. Purposes, Alternatives, Reasons and Effects

(a) Purposes. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER”

“SPECIAL FACTORS – Background of the Merger”

“SPECIAL FACTORS – Reasons for the Merger”

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“SPECIAL FACTORS – Position of the Company as to the Fairness of the Merger to Unaffiliated Stockholders”

“SPECIAL FACTORS – Position of the PureTech Entities as to the Fairness of the Merger”

“SPECIAL FACTORS – Purpose and Reasons of Gelesis for the Merger”

“SPECIAL FACTORS – Purpose and Reasons of the PureTech Entities for the Merger”

“SPECIAL FACTORS – Plans for the Company After the Merger”

“SPECIAL FACTORS – Certain Effects of the Merger”

(b) Alternatives. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SPECIAL FACTORS – Background of the Merger”

“SPECIAL FACTORS – Reasons for the Merger”

“SPECIAL FACTORS – Position of the Company as to the Fairness of the Merger to Unaffiliated Stockholders”

“SPECIAL FACTORS – Position of the PureTech Entities as to the Fairness of the Merger”

“SPECIAL FACTORS – Opinion of Lincoln International LLC”

“SPECIAL FACTORS – Purpose and Reasons of Gelesis for the Merger”

“SPECIAL FACTORS – Purpose and Reasons of the PureTech Entities for the Merger”

“SPECIAL FACTORS – Certain Effects of the Merger”

(c) Reasons. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SPECIAL FACTORS – Background of the Merger”

“SPECIAL FACTORS – Reasons for the Merger”

“SPECIAL FACTORS – Position of the Company as to the Fairness of the Merger to Unaffiliated Stockholders”

“SPECIAL FACTORS – Position of the PureTech Entities as to the Fairness of the Merger”

“SPECIAL FACTORS – Opinion of Lincoln International LLC”

“SPECIAL FACTORS – Certain Prospective Financial Information”

“SPECIAL FACTORS – Purpose and Reasons of Gelesis for the Merger”

“SPECIAL FACTORS – Purpose and Reasons of the PureTech Entities for the Merger”

“SPECIAL FACTORS – Plans for the Company After the Merger”

“SPECIAL FACTORS – Certain Effects of the Merger”

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Annex B – Opinion of Lincoln

(d) Effects. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER”

“SPECIAL FACTORS – Background of the Merger”

“SPECIAL FACTORS – Reasons for the Merger”

“SPECIAL FACTORS – Position of the Company as to the Fairness of the Merger to Unaffiliated Stockholders”

“SPECIAL FACTORS – Position of the PureTech Entities as to the Fairness of the Merger”

“SPECIAL FACTORS – Purpose and Reasons of Gelesis for the Merger”

“SPECIAL FACTORS – Purpose and Reasons of the PureTech Entities for the Merger”

“SPECIAL FACTORS – Plans for the Company After the Merger”

“SPECIAL FACTORS – Certain Effects of the Merger”

“SPECIAL FACTORS – Certain Effects of the Merger for Parent”

“SPECIAL FACTORS – Certain Effects on Gelesis if the Merger is not Completed”

“SPECIAL FACTORS – Interests of Gelesis’ Directors and Officers in the Merger”

“SPECIAL FACTORS – Appraisal Rights”

“SPECIAL FACTORS – Material U.S. Federal Income Tax Consequences of the Merger”

“SPECIAL FACTORS – Financing of the Merger”

“SPECIAL FACTORS – Fees and Expenses”

“SPECIAL FACTORS – Merger Consideration”

“SPECIAL FACTORS – Accounting Treatment”

“THE MERGER AGREEMENT – Structure of the Merger; Certificate of Formation; Limited Liability Company Agreement; Managers and Officers”

“THE MERGER AGREEMENT – Consideration to be Received in the Merger”

“THE MERGER AGREEMENT – Dissenting Shares”

“THE MERGER AGREEMENT – Withholding Rights”

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“THE MERGER AGREEMENT – Surrender and Payment Procedures”

“THE MERGER AGREEMENT – Conduct of Our Business Pending the Merger”

“THE MERGER AGREEMENT – The Go-Shop Period—Solicitation of Other Offers”

“THE MERGER AGREEMENT – The No-Shop Period—No Solicitation of Other Offers”

“THE MERGER AGREEMENT – Adverse Recommendation Change”

“THE MERGER AGREEMENT – Employee Matters”

“THE MERGER AGREEMENT – Indemnification; Directors’ and Officers’ Insurance”

“OTHER IMPORTANT INFORMATION REGARDING THE COMPANY – Market Price of Company Common Stock”

“DEREGISTRATION OF COMMON STOCK”

Annex A – Agreement and Plan of Merger

Item 8. Fairness of the Transaction

(a), (b) Fairness; Factors Considered in Determining Fairness. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER”

“SPECIAL FACTORS – Background of the Merger”

“SPECIAL FACTORS – Recommendation of the Board”

“SPECIAL FACTORS – Reasons for the Merger”

“SPECIAL FACTORS – Position of the Company as to the Fairness of the Merger to Unaffiliated Stockholders”

“SPECIAL FACTORS – Position of the PureTech Entities as to the Fairness of the Merger”

“SPECIAL FACTORS – Opinion of Lincoln International LLC”

“SPECIAL FACTORS – Purpose and Reasons of Gelesis for the Merger”

“SPECIAL FACTORS – Purpose and Reasons of the PureTech Entities for the Merger”

“SPECIAL FACTORS – Certain Effects of the Merger”

“SPECIAL FACTORS –  Interests of Gelesis’ Directors and Officers in the Merger”

“THE MERGER AGREEMENT – Indemnification; Directors’ and Officers’ Insurance”

“PROPOSAL 1: THE MERGER PROPOSAL”

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Annex B – Opinion of Lincoln

The Discussion Materials Underlying Fairness Opinion dated June 11, 2023, prepared by Lincoln International LLC, and reviewed by the Special Committee (as defined in the Proxy Statement), are attached hereto as Exhibit (c)(ii), and are incorporated by reference herein.

(c) Approval of Security Holders. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER”

“SPECIAL FACTORS – Reasons for the Merger”

“SPECIAL FACTORS – Position of the Company as to the Fairness of the Merger to Unaffiliated Stockholders”

“SPECIAL FACTORS – Position of the PureTech Entities as to the Fairness of the Merger”

“THE MERGER AGREEMENT – Conditions to the Merger”

“THE SPECIAL MEETING –  Purpose of the Special Meeting”

“THE SPECIAL MEETING – Record Date and Quorum”

“THE SPECIAL MEETING – Vote Required”

“THE SPECIAL MEETING – Voting”

“THE SPECIAL MEETING – Deadline for Voting”

“THE SPECIAL MEETING – Revocation of Proxies”

“PROPOSAL 1: THE MERGER PROPOSAL”

Annex A – Agreement and Plan of Merger

(d) Unaffiliated Representative. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SPECIAL FACTORS – Background of the Merger”

“SPECIAL FACTORS – Reasons for the Merger”

“SPECIAL FACTORS – Position of the Company as to the Fairness of the Merger to Unaffiliated Stockholders”

“SPECIAL FACTORS – Position of the PureTech Entities as to the Fairness of the Merger”

“SPECIAL FACTORS – Purpose and Reasons of Gelesis for the Merger”

“SPECIAL FACTORS – Opinion of Lincoln International LLC”

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“SPECIAL FACTORS – Provisions for Unaffiliated Stockholders”

(e) Approval of Directors. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER”

“SPECIAL FACTORS – Background of the Merger”

“SPECIAL FACTORS – Recommendation of the Board”

“SPECIAL FACTORS – Reasons for the Merger”

“SPECIAL FACTORS – Position of the Company as to the Fairness of the Merger to Unaffiliated Stockholders”

“SPECIAL FACTORS – Position of the PureTech Entities as to the Fairness of the Merger”

“SPECIAL FACTORS – Opinion of Lincoln International LLC”

“SPECIAL FACTORS – Purpose and Reasons of Gelesis for the Merger”

“SPECIAL FACTORS – Purpose and Reasons of the PureTech Entities for the Merger”

“SPECIAL FACTORS – Certain Effects of the Merger”

“SPECIAL FACTORS –  Interests of Gelesis’ Directors and Officers in the Merger”

“PROPOSAL 1: THE MERGER PROPOSAL”

(f) Other Offers. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SPECIAL FACTORS – Background of the Merger”

“SPECIAL FACTORS – Reasons for the Merger”

“SPECIAL FACTORS – Purpose and Reasons of Gelesis for the Merger”

“SPECIAL FACTORS – Position of the Company as to the Fairness of the Merger to Unaffiliated Stockholders”

“SPECIAL FACTORS – Position of the PureTech Entities as to the Fairness of the Merger”

“SPECIAL FACTORS – Purpose and Reasons of the PureTech Entities for the Merger”

“THE MERGER AGREEMENT – The Go–Shop Period – Solicitation of Other Offers”

“THE MERGER AGREEMENT – The No–Shop Period – No Solicitation of Other Offers”

Annex A – Agreement and Plan of Merger

14

Item 9. Reports, Opinions, Appraisals and Negotiations

(a)–(b) Report, Opinion or Appraisal; Preparer and Summary of the Report, Opinion or Appraisal; Availability of Documents. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference.

“SUMMARY TERM SHEET”

“QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER”

“SPECIAL FACTORS – Background of the Merger”

“SPECIAL FACTORS – Reasons for the Merger”

“SPECIAL FACTORS – Position of the Company as to the Fairness of the Merger to Unaffiliated Stockholders”

“SPECIAL FACTORS – Position of the PureTech Entities as to the Fairness of the Merger”

“SPECIAL FACTORS – Opinion of Lincoln International LLC”

“SPECIAL FACTORS – Purpose and Reasons of Gelesis for the Merger”

“SPECIAL FACTORS – Purpose and Reasons of the PureTech Entities for the Merger”

“WHERE YOU CAN FIND MORE INFORMATION”

Annex B – Opinion of Lincoln

The Discussion Materials Underlying Fairness Opinion dated June 11, 2023, prepared by Lincoln International LLC, and reviewed by the Special Committee (as defined in the Proxy Statement), are attached hereto as Exhibit (c)(ii), and are incorporated by reference herein.

(c) Availability of documents. The reports, opinions or appraisals referenced in this Item 9 will be made available for inspection and copying at the principal executive offices of the Company during its regular business hours by any interested equity security holder of the Company or representative who has been so designated in writing.

Item 10. Source and Amount of Funds or Other Consideration

(a), (b) Source of Funds; Conditions. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“SPECIAL FACTORS – Financing of the Merger”

“THE MERGER AGREEMENT – Closing and Effective Time of the Merger”

“THE MERGER AGREEMENT – Additional Covenants”

“THE MERGER AGREEMENT – Conditions to the Merger”

Annex A – Agreement and Plan of Merger

15

(c) Expenses. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“SPECIAL FACTORS – Fees and Expenses”

“THE MERGER AGREEMENT – Termination”

“THE MERGER AGREEMENT – Termination Fee”

“THE MERGER AGREEMENT – Expenses”

Annex A – Agreement and Plan of Merger

(d) Borrowed Funds.

“SPECIAL FACTORS – Financing of the Merger”

Item 11. Interest in Securities of the Subject Company

(a) Securities Ownership. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“SPECIAL FACTORS –  Certain Effects of the Merger”

“VOTING AND SUPPORT AGREEMENT”

“THE SPECIAL MEETING – Record Date and Quorum”

“OTHER IMPORTANT INFORMATION REGARDING THE COMPANY – Security Ownership of Certain Beneficial Owners and Management”

Annex D – Form of Voting and Support Agreement

(b) Securities Transactions. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SPECIAL FACTORS – Background of the Merger”

“SPECIAL FACTORS –  Certain Effects of the Merger”

“VOTING AND SUPPORT AGREEMENT” 

“THE MERGER AGREEMENT”

“OTHER IMPORTANT INFORMATION REGARDING THE COMPANY – Certain Transactions in the Shares of the Company’s Securities”

Annex A – Agreement and Plan of Merger

Annex D – Form of Voting and Support Agreement

16

Item 12. The Solicitation or Recommendation

(d) Intent to Tender or Vote in a Going-Private Transaction. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER”

“SPECIAL FACTORS – Background of the Merger”

“SPECIAL FACTORS – Reasons for the Merger”

“SPECIAL FACTORS – Position of the Company as to the Fairness of the Merger to Unaffiliated Stockholders”

“SPECIAL FACTORS – Position of the PureTech Entities as to the Fairness of the Merger”

“SPECIAL FACTORS – Purpose and Reasons of Gelesis for the Merger”

“SPECIAL FACTORS – Purpose and Reasons of the PureTech Entities for the Merger”

“VOTING AND SUPPORT AGREEMENT”

“THE SPECIAL MEETING – Record Date and Quorum”

“THE SPECIAL MEETING – Vote Required”

“THE SPECIAL MEETING – Voting by Gelesis’ Directors and Executive Officers”

“OTHER IMPORTANT INFORMATION REGARDING THE COMPANY – Directors and Executive Officers of Gelesis”

“OTHER IMPORTANT INFORMATION REGARDING THE COMPANY – Security Ownership Of Certain Beneficial Owners And Management”

Annex D – Form of Voting and Support Agreement

(e) Recommendation of Others. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER”

“SPECIAL FACTORS – Background of the Merger”

“SPECIAL FACTORS – Recommendation of the Board”

“SPECIAL FACTORS – Reasons for the Merger”

“SPECIAL FACTORS – Position of the Company as to the Fairness of the Merger to Unaffiliated Stockholders”

17

“SPECIAL FACTORS – Position of the PureTech Entities as to the Fairness of the Merger”

“SPECIAL FACTORS – Purpose and Reasons of Gelesis for the Merger”

“SPECIAL FACTORS – Purpose and Reasons of the PureTech Entities for the Merger”

“PROPOSAL 1: THE MERGER PROPOSAL”

Item 13. Financial Statements

(a) Financial Information. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“SPECIAL FACTORS – Certain Prospective Financial Information”

“SPECIAL FACTORS – Certain Effects of the Merger”

“OTHER IMPORTANT INFORMATION REGARDING THE COMPANY – Book Value per Share”

“OTHER IMPORTANT INFORMATION REGARDING THE COMPANY – Financial Statements and Supplementary Data”

“INDEX TO FINANCIAL STATEMENTS”

(b) Pro Forma Information. Not Applicable.

Item 14. Persons/Assets, Retained, Employed, Compensated or Used

(a) Solicitations or Recommendations. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER”

“SPECIAL FACTORS – Background of the Merger”

“SPECIAL FACTORS – Reasons for the Merger”

“SPECIAL FACTORS – Position of the Company as to the Fairness of the Merger to Unaffiliated Stockholders”

“SPECIAL FACTORS – Purpose and Reasons of Gelesis for the Merger”

“SPECIAL FACTORS – Interests of Gelesis’ Directors and Officers in the Merger”

“SPECIAL FACTORS – Fees and Expenses”

(b) Employees and Corporate Assets. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER”

18

“SPECIAL FACTORS – Background of the Merger”

“SPECIAL FACTORS – Reasons for the Merger”

“SPECIAL FACTORS – Position of the Company as to the Fairness of the Merger to Unaffiliated Stockholders”

“SPECIAL FACTORS – Purpose and Reasons of Gelesis for the Merger”

“THE SPECIAL MEETING”

Item 15. Additional Information

(b) The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“SPECIAL FACTOR – Interests of Gelesis’ Directors and Officers in the Merger”

“SPECIAL FACTORS – Certain Effects of the Merger”

“THE MERGER AGREEMENT”

Annex A – Agreement and Plan of Merger

(c) Other Material Information. The entirety of the Proxy Statement, including all appendices thereto, is incorporated herein by reference.

19

Item 16. Exhibits

The following exhibits are filed herewith:

Exhibit No.	Description
(a)(2)(i)	Preliminary Proxy Statement of Gelesis Holdings, Inc. (included in the Schedule 14A filed on July 25, 2023 and incorporated herein by reference) (the “Preliminary Proxy Statement”).
(a)(2)(ii)	Form of Proxy Card (included in the Preliminary Proxy Statement and incorporated herein by reference).
(a)(2)(iii)	Notice of Special Meeting of Stockholders (included in the Preliminary Proxy Statement and incorporated herein by reference).
(a)(2)(iv)	Letter to Gelesis Stockholders (included in the Preliminary Proxy Statement and incorporated herein by reference).
(c)(i)	Opinion of Lincoln International LLC, dated June  12, 2023 (included as Annex B to the Preliminary Proxy Statement, and incorporated herein by reference).
(c)(ii)	Discussion Materials of Lincoln International LLC Underlying Fairness Opinion, dated June 11, 2023, prepared by Lincoln International LLC, and reviewed by the Special Committee.
(d)(i)	Agreement and Plan of Merger, dated June  12, 2023 by and among PureTech Health LLC, Caviar Merger Sub LLC and Gelesis Holdings, Inc. (included as Annex A to the Preliminary Proxy Statement, and incorporated herein by reference).
(d)(ii)	Voting and Support Agreement, dated as of June  12, 2023, by and among Gelesis Holdings, Inc. and the persons set forth on Schedule A thereto (included as Annex D to the Preliminary Proxy Statement, and incorporated herein by reference).
(f)	Section 262 of the DGCL (included as Annex C to the Proxy Statement, and incorporated herein by reference).
(g)	Not Applicable.
107	Filing Fee Table.

20

SIGNATURES

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

GELESIS HOLDINGS, INC.
By:	/s/ Elliot Maltz
Name:	Elliot Maltz
Title:	Chief Financial Officer
Date:	July 25, 2023

21

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

PURETECH HEALTH PLC
By:	/s/ Bharatt Chowrira
Name:	Bharatt Chowrira
Title:	President, Chief Business, Financial and Operating Officer
Date:	July 25, 2023

PURETECH HEALTH LLC
By:	/s/ Bharatt Chowrira
Name:	Bharatt Chowrira
Title:	Chief Executive Officer
Date:	July 25, 2023

22

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

CAVIAR MERGER SUB LLC
By:	/s/ Charles Sherwood
Name:	Charles Sherwood
Title:	Chief Executive Officer
Date:	July 25, 2023

23

EX-99.C (II)

Exhibit (c)(ii) CONFIDENTIAL Discussion Materials Prepared for: The Special Committee of the Board of Directors of Gelesis Holdings, Inc. (OTCPK: GLSH) June 11, 2023

Disclaimer and Confidentiality Statement These discussion materials (the “Materials”), were provided to, and solely for the information of, the Special Committee (as defined herein) by Lincoln (as defined herein) in connection with their consideration of a Transaction (as defined herein). The Materials are incomplete without reference to and should be considered in conjunction with any supplemental information provided by and discussions held with Lincoln in connection therewith. Any defined terms used herein shall have the meanings set forth herein, even if such defined terms have been given different meanings elsewhere. The Materials are for discussion purposes only. Lincoln expressly disclaims any and all liability which may be based on these Materials and any errors therein or omissions therefrom. The Materials were prepared for specific persons familiar with the business and affairs of Company (as defined herein) and the Special Committee for use in a specific context and were not prepared with a view toward public disclosure or to conform with any disclosure standards under any state, federal or international securities laws or other laws, rules or regulations, and none of the Special Committee, Company, or Lincoln takes any responsibility for the use of the Materials by persons other than the Special Committee. The Materials are being provided on a confidential basis solely for the information of the Special Committee, other than as described in the engagement letter between Lincoln, the Special Committee, and the Company, dated May 4, 2023, and may not be disclosed, summarized, reproduced, disseminated, quoted, or otherwise referred to, in whole or in part, without Lincoln’s express prior written consent. The Materials and any opinion rendered by Lincoln are necessarily based on financial, economic, market, and other conditions as in effect on, and the information available to Lincoln as of, the date of the Materials. Although subsequent developments may affect the contents of the Materials and any opinion rendered by Lincoln, Lincoln has not undertaken, and is under no obligation, to update, revise, or reaffirm the Materials or any such opinion. The Materials and any opinion rendered by Lincoln are not intended to provide the sole basis for evaluation of the Transaction and do not purport to contain all information that may be required to do so. The Materials and any opinion rendered by Lincoln will not address the underlying business decision of the Special Committee, the Company or any other party to approve, make any elections with respect to, proceed with or effect the Transaction. The Materials do not constitute an opinion, nor do the Materials or any opinion rendered by Lincoln constitute a recommendation to the Special Committee, the Company, any security holder of the Company, or any other party as to how to vote or act with respect to any matter relating to the Transaction or otherwise. Lincoln’s only Opinion (as defined herein) is the written and signed opinion letter, if any, that is actually delivered to the Special Committee. The Materials may not reflect information known to other professionals in other business areas of Lincoln and its affiliates. The preparation of the Materials was a complex process involving quantitative and qualitative judgments and determinations with respect to the financial, comparative, and other analytic methods employed and the adaption and application of these methods to the unique facts and circumstances presented and, therefore, is not readily susceptible to partial analysis or summary description. Furthermore, Lincoln did not attribute any particular weight to any analysis or factor considered by it, but rather made qualitative judgments as to the significance and relevance of each analysis and factor. Each analytical technique has inherent strengths and weaknesses, and the nature of the available information may further affect the value of particular techniques. Accordingly, the analyses contained in these Materials must be considered as a whole. Selecting portions of the analyses, analytic methods and factors without considering all analyses and factors could create a misleading or incomplete view. The Materials reflect judgments and assumptions with regard to industry performance, general business, economic, regulatory, market, financial conditions, and other matters, many of which are beyond the control of the participants in the Transaction. Any estimates of value contained in the Materials are not necessarily indicative of actual value or predictive of future results or values, which may be significantly more or less favorable. Any analyses relating to the value of assets, businesses, or securities do not purport to be appraisals or to reflect the prices at which any assets, businesses, or securities may actually be sold. The Materials do not constitute a fairness opinion, solvency opinion, valuation opinion, credit rating, an analysis of the Company’s credit worthiness, tax advice, or accounting advice. The Materials do not address any other terms, aspects, or implications of the Transaction, or any agreements, arrangements, or understandings entered into in connection with the Transaction or otherwise. Furthermore, the Materials do not address the fairness of any portion or aspect of the Transaction to any party. In preparing the Materials, Lincoln has not conducted any physical inspection or independent appraisal or evaluation of any of the assets, properties, or liabilities (contingent or otherwise) of the Company or any other party. No company utilized in our selected public companies analysis or selected M&A transactions analysis is directly comparable to the Company. 2

Disclaimer and Confidentiality Statement (cont’d) Except as otherwise noted in the Materials, all budgets, projections, estimates, financial analyses, reports, and other information with respect to operations (including estimates of potential cost savings and expenses) reflected in the Materials have been prepared by the Company or are derived from such budgets, projections, estimates, financial analyses, reports and other information or from other sources, which involve numerous and significant subjective determinations made by management of the relevant party and/or which such management has reviewed and found reasonable. The budgets, projections and estimates contained in the Materials may or may not be achieved and differences between projected results and those actually achieved may be material. Lincoln has relied upon representations made by the Company that the Management Projections (as defined herein) have been reasonably prepared in good faith and on bases reflecting the best currently available estimates and judgments of such management (or, with respect to information obtained from public sources, represent reasonable estimates), and Lincoln expresses no opinion with respect to such budgets, projections, or estimates or the assumptions on which they are based. Lincoln has assumed and relied upon the accuracy and completeness of the financial and other information provided to, discussed with or reviewed by it without (and without assuming responsibility for) independent verification of such information, makes no representation or warranty (express or implied) in respect of the accuracy or completeness of such information and has further relied upon the assurances of the Company that they are not aware of any facts or circumstances that would make such information inaccurate or misleading. In addition, Lincoln has relied upon and assumed, without independent verification, that there has been no change in the business, assets, liabilities, financial condition, results of operations, cash flows, or prospects of the Company or any other participant in the Transaction since the respective dates of the most recent information, financial or otherwise, provided to, discussed with or reviewed by Lincoln that would be material to its analyses, and that the final forms of any draft documents reviewed by Lincoln will not differ in any material respect from such draft documents. The Materials or any opinion rendered by Lincoln do not constitute a commitment by Lincoln or any of its affiliates to underwrite, subscribe for or place any securities, to extend or arrange credit, or to provide any other services. Lincoln provides mergers and acquisitions, restructuring, and other advisory services to clients, which other than this engagement, during the two years preceding the date of this Opinion, Lincoln and its affiliates have not had any material relationship with any party to the Transaction (each an “Interested Party”) for which compensation has been received or is intended to be received, nor is any such material relationship or related compensation mutually understood to be contemplated. Although Lincoln in the course of such activities and relationships or otherwise may have acquired, or may in the future acquire, information about one or more Interested Party or the Transaction, or that otherwise may be of interest to the Company or Special Committee, Lincoln shall have no obligation to, and may not be contractually permitted to, disclose such information, or the fact that Lincoln is in possession of such information, to the Company or the Special Committee or to use such information on the Company’s or Special Committee’s behalf. Lincoln and our affiliates provide a range of investment banking and financial services and, in that regard, we and our affiliates may in the future provide, investment banking and other financial services to the Company, for which we and our affiliates would expect to receive compensation. THESE MATERIALS ARE NOT INTENDED TO REPRESENT NOR DO THEY REPRESENT AN OPINION BY LINCOLN. 3

Section 1 Executive Summary 5 Section 2 Valuation Analysis 10 Table of Contents

Section 1 Executive Summary

Executive Summary Engagement Overview, Transaction, and Opinion Engagement Overview and Opinion ▪ Lincoln International LLC (“Lincoln”, “us”, or “we”) has been retained as an independent financial advisor by the special committee (the “Special Committee”) of the Board of Directors (the “Board”) of Gelesis Holdings, Inc. (the “Company”), specifically to render an opinion (the “Opinion”) as of the date hereof as to the fairness, from a financial point of view, to the holders (the “Company Stockholders”) of common stock, par value $0.0001 per share of the Company (the “Company Common Stock”), other than holders of Excluded Shares and Dissenting Shares, of the Merger Consideration (as defined herein) to be received by such Company Stockholders in the Transaction (as described and defined herein). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined herein). Transaction ▪ It is Lincoln’s understanding that, PureTech Health LLC, a Delaware limited liability company (“Parent”), Caviar Merger Sub LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“Merger Sub”), and the Company will enter into an Agreement and Plan of Merger (the “Merger Agreement”). Pursuant to and as more fully described in the Merger Agreement, the Company will merge with and into Merger Sub, with Merger Sub continuing as the surviving company and a wholly owned subsidiary of Parent (the “Transaction”). In connection with the Transaction and as fully described in the Merger Agreement, each share of Company Common Stock issued and outstanding immediately before the Effective Time, other than Excluded Shares and Dissenting Shares, shall be converted automatically into and shall thereafter represent only the right to (1) receive $0.05664 per share of Company Common Stock (the “Merger Consideration”). The terms and conditions of the Transaction are more fully set forth in the Merger Agreement. (1) Provided by management of the Company 6

Executive Summary Scope of Analysis In connection with this analysis, Lincoln has, among other things 1. Reviewed the following documents: a. Audited financial statements for the Company for the years ended December 31, 2021 and December 31, 2022 included in the Company’s Form 10-K filed with the Securities and Exchange Commission on March 28, 2023; b. The Company’s Form 10-Q filed with the Securities and Exchange Commission on May 15, 2023; c. The financial projections for the Company for the years ending December 31, 2023 through December 31, 2028, provided to us by management (“Management”) of the Company (the “Management Projections”); d. The Company’s equity capitalization table, dated as of April 19, 2023; e. The Company’s redemption value calculation associated with the Research Innovation Fund equity investment put option agreement; f. The Note and Warrant Purchase Agreement (“NPA”), dated as of February 21, 2023, by and among the Company, certain subsidiaries (collectively, the “Note Parties”) and PureTech Health LLC (the “Initial Investor”), as amended on May 1, 2023, and the subsequent NPA dated as of May 26, 2023 by and among the Note Parties and the Initial Investor, and the latest proposed NPA dated as of June 10, 2023 by and among the Note Parties and the Initial Investor (collectively, the “Bridge Financing”); g. A letter addressed to us by Management which contains, among other things, representations regarding the accuracy of the information, data and other materials (financial or otherwise) provided to, or discussed with, us by or on behalf of the Company, dated June 11, 2023; h. A draft of the Merger Agreement, dated as of June 10, 2023; and i. Other internal documents relating to the history, past and current operations, financial conditions, and probable future outlook of the Company, provided to Lincoln by Management; 2. Discussed the business, financial outlook and prospects of the Company, as well as the terms and circumstances surrounding the Transaction, with the Special Committee and Management; 3. Reviewed certain financial, stock trading and other information for the Company, and compared that data and information with certain financial, stock trading and corresponding data and information for companies with publicly traded securities that we deemed relevant, none of which is directly comparable to the Company; 4. Reviewed certain financial, stock trading and other information for the Company and the Transaction, and compared that data and information with certain financial, stock trading and corresponding data and information for companies that have been subject to change of control M&A transactions that we deemed relevant, none of which is directly comparable to the Company or the Transaction; 5. Performed certain valuation and comparative financial analyses that we deemed relevant, including a discounted cash flow analysis; and 6. Considered such other information and financial, economic and market criteria that we deemed relevant. 7

Executive Summary Valuation Analysis Methodology Overview Methodology ▪ Lincoln estimated the enterprise value of the Company utilizing a discounted cash flow analysis and analyzed the valuation multiples of enterprise value to EBITDA and revenue of the selected public companies and selected M&A transactions to support the terminal value estimate in the DCF analysis. ▪ Lincoln did not utilize a market approach as a direct valuation method due to the business model transition the company is currently pursuing, the result of which is declining financial performance through the end of 2023 before growth accelerates following over-the-counter launch in 2024. ▪ Present value of projected unlevered free cash flows discounted at a rate commensurate with risk Discounted Cash Flow Analysis (“DCF”)▪ Key inputs include the Management Projections, discount rate, and terminal value assumptions (Income Approach) ▪ Captures value associated with projected long-term free cash flow generating ability of the Company ▪ Selected Public Companies Analysis ‒ “Public market valuation” ‒ Estimated value based on market trading multiples of selected public companies using comparisons of various attributes (financial performance, capital requirements, intellectual property, geographic footprint, customer base, etc.) Market Approach ▪ M&A Transactions Analysis ‒ Estimated value based on multiples for selected companies in change of control transactions ‒ Valuation multiple includes premium for control; generally computed based on historical financial performance (i.e., LTM earnings) due to lack of available financial forecasts in public domain ▪ Lincoln used the estimated enterprise value to derive the estimated equity value of the Company by adding cash and equivalents and subtracting debt and debt-like items and adjusting for certain non-operating assets and liabilities. The resulting estimated equity value was divided by fully- diluted shares outstanding which included outstanding warrants, options and restricted stock units calculated using the treasury stock method. ▪ Lincoln then compared the resulting estimated value per share range to the Merger Consideration. ▪ In order for the Company to achieve the Management Projections and remain a going concern, it will require additional capital. Absent the ability to raise such capital, the Company would require a restructuring or face a liquidation in which case its enterprise value and equity value would be diminished. 8

Executive Summary Valuation Summary Valuation Summary - Gelesis ($ in millions except per share values) Enterprise Value Low High Discounted Cash Flow Analysis $67.0 - $91.0 Estimated Enterprise Value Range $67.0 - $91.0 Present Value of NOL Tax Benefits (1) 5.4 - 6.4 Value Added Tax Receivable 2.1 - 2.1 Present Value of Tax Affected Grant Income & Receivables 5.5 - 5.6 Present Value of Amortization Tax Benefits 0.5 - 0.6 Cash and Equivalents (2) 3.1 - 3.1 Notes Payable (2) (3) (33.8) - (33.8) Notes Payable Accrued Interest (2) (0.4) - (0.4) Convertible Notes (2) (3) (30.0) - (30.0) Convertible Notes Accrued Interest (2) (2.5) - (2.5) One SRL Remaining Payment (4) (2.7) - (2.7) RIF Redemption Value (5) (10.8) - (10.8) Estimated Aggregate Equity Value $3.5 - $28.5 Fully-Diluted Shares Outstanding (in thousands) (6) 142,829 - 273,082 Transaction Estimated Per Share Value $0.02 - $0.10 $0.06 Implied Estimated Enterprise Value Multiples 2022A Revenue $25.8 2.60x - 3.53x 2023P Revenue 4.6 14.59x - 19.81x 2024P Revenue 44.7 1.50x - 2.04x Estimated Per Share Value Low Range High Discounted Cash Flow Analysis ($ per share) $0.02 $0.08 $0.10 $0.06 Discounted Cash Flow Analysis ($ per share) $0.02 $0.10 $0.00 $0.02 $0.04 $0.06 $0.08 $0.10 $0.12 (1) Present value of net operating loss carryforward generated during the Management Projections (2) Balance as of March 31, 2023, as provided by Management (3) Represents gross principal balance 9 (4) Converted to USD / EUR exchange rate of $1.08 as of June 9, 2023 (5) Provided by Management. RIF redemption put obligation treated as debt-like obligation (6) See page 12 for details

Section 2 Valuation Analysis

Valuation Analysis Historical and Projected Financial Statements ▪ Based on discussions with Management, the Company expects to wind down its doctor prescribed channel in FY2023 and transition entirely to an over-the-counter model in FY2024 following FDA approval which is expected later this year. ▪ Management expects both gross margin and EBITDA margin expansion throughout the forecast period in part due to increased utilization of existing production capacity and incremental operating leverage of fixed costs. ▪ The Company expects an increase in capital expenditures in FY2026 and FY2027 to invest in new production lines at its existing Italian facility to meet expected volume demands. ▪ Net working capital includes elevated inventory balances in FY2026 to FY2027, based on the Company’s production timing and production line utilization. Historical and Projected Financial Performance ($ in millions) Management Projections '23P - '28P '23P - '28P FY Ending December 31, 2022A (1) 2023P 2024P 2025P 2026P 2027P 2028P CAGR Average Total Revenue $25.8 $4.6 $44.7 $113.3 $189.6 $274.9 $373.4 141.0% Growth NA (82.2%) 872.7% 153.5% 67.4% 45.0% 35.8% Gross Profit $0.0 $2.5 $25.8 $75.5 $127.7 $182.6 $252.1 152.1% Margin 0.1% 53.8% 57.7% 66.7% 67.3% 66.4% 67.5% 63.2% EBITDA ($116.3) ($29.6) ($34.7) ($4.7) $26.9 $53.4 $91.1 NA Margin (451.4%) (643.5%) (77.6%) (4.1%) 14.2% 19.4% 24.4% (111.2%) Growth NA NA NA NA NA 98.4% 70.6% Capital Expenditures ($9.1) ($1.3) ($0.7) ($4.7) ($16.9) ($16.9) ($4.8) 29.5% as a % of Total Revenue 35.4% 28.7% 1.5% 4.2% 8.9% 6.2% 1.3% 8.4% Net Working Capital ($28.0) ($22.0) ($25.4) ($22.3) ($13.9) $0.3 ($17.4) (4.5%) as a % of Total Revenue (108.6%) (478.6%) (56.9%) (19.7%) (7.3%) 0.1% (4.7%) (94.5%) Source: Management Projections (1) 2022A includes a $13.3 million one-time inventory write-down in cost of goods and stock compensation expense of $29.8 million included in operating expenses 11

Valuation Analysis Equity Capitalization Table Equity Capitalization Table (Shares and $ in actuals except where noted) Fully Diluted Shares (3) Current Fully Transaction Treasury Stock Treasury Stock Strike Price Per Diluted Shares Proposed Shares Method Shares Method Shares Share (1) Outstanding (1) Outstanding (1) Low High Common Shares 73,335,110 56,607,528 73,335,110 73,335,110 RSUs 3,742,644 3,742,644 3,742,644 3,742,644 Vested Stock Options $3.9100 9,848,594 - - - Unvested Stock Options $4.2400 1,831,302 - - - Rollover Warrants $0.0200 1,660,303 1,444,095 285,951 1,328,242 One SRL Warrants $1.4500 1,353,062 - - - CMS Warrants $0.0100 400,000 - 234,446 360,000 Private Warrants $11.5000 7,520,000 - - - Public Warrants $11.5000 13,800,000 - - - PureTech Warrants A $0.2744 23,688,047 - - - PureTech Warrants B $0.0182 192,307,692 - 47,447,650 157,307,692 PureTech Warrants C $0.0142 43,133,803 - 17,783,296 37,008,803 Unissued Equity Plan 7,292,542 - - - Earnout Shares (2) 23,482,845 - - - Total 403,395,944 61,794,267 142,829,097 273,082,492 Merger Consideration $0.06 Aggregate Merger Cash (millions) $3.5 (1) Provided by Management (2) Earnout shares excluded based on applicable threshold targets (3) Calculation of fully diluted shares outstanding based on the treasury stock method assuming a net share 12 settlement from option and warrant proceeds (e.g. Fully Diluted Shares = Incremental Shares – Repurchased Shares)

Valuation Analysis DCF Analysis - Key Assumptions ▪ As part of its valuation analysis, Lincoln performed a discounted cash flow (“DCF”) analysis utilizing the Management Projections. The Management Projections assume that the Company is able to raise capital in the near term and will continue to operate as a going-concern. ▪ The following is a summary of the DCF analysis: ‒ Revenue is projected to decline 82.2% in FY2023 as the company transitions entirely to an over-the-counter model, then increases at a compound annual growth rate (“CAGR”) of 141.0% over the FY2023 through FY2028 period; ‒ EBITDA is projected to become positive in FY2026, reaching a long-term EBITDA margin of 24.4% in FY2028; ‒ Total capital expenditures are projected to average 8.4% of revenue over the FY2023 through FY2028 period primarily reflecting maintenance spend on existing production lines and investment in a new production line in FY2026 and FY2027; and ‒ Pro forma cash taxes were calculated based on a 26.0% tax rate, provided by Management. ▪ Beyond the projection period, Lincoln estimated the continuing value of the Company (the “Terminal Value”) by capitalizing the normalized free cash flow (“FCF”) with the Terminal Value discount rate (“Discount Rate – Terminal”) less the terminal growth rate of 0.00%: ‒ Lincoln considered that Gelesis is expected to have lower revenue growth in the years following FY2028 in comparison to the revenue growth in the Management Projections due the beginning of certain patent expirations; and ‒ The Discount Rate – Terminal of 12.25% was derived using a capital asset pricing model and the Terminal Value was supported by the implied terminal EBITDA multiples. ▪ Lincoln then calculated the present value of the Discrete Cash Flows and the Terminal Value: ‒ The present value of the discrete cash flows and Terminal Value were calculated using a discount rate range of 32.5% to 37.5% based on estimated rates of return for venture and expansion stage companies. Specifically, the discount rate range is intended to capture the high degree of risk associated with Gelesis' business model transition and the high level of growth inherent in the Management Projections; and ‒ The discount rate range was selected giving consideration to market based and company specific risks, including the transition to an over-the- counter strategy, and was based on the application of Lincoln’s professional judgment and experience. Source: Management Projections 13

Valuation Analysis DCF Analysis - Summary Discounted Cash Flow Analysis Summary ($ in millions) Management Projections Normalized 23P - '28P FY Ending December 31, 2022A 2023P 2024P 2025P 2026P 2027P 2028P Terminal (1) CAGR Total Revenue $25.8 $4.6 $44.7 $113.3 $189.6 $274.9 $373.4 $373.4 108.1% % Growth NA (82.2%) 872.7% 153.5% 67.4% 45.0% 35.8% EBITDA ($116.3) ($29.6) ($34.7) ($4.7) $26.9 $53.4 $91.1 $91.1 NA % Margin (451.4%) (643.5%) (77.6%) (4.1%) 14.2% 19.4% 24.4% 24.4% % Growth NMF NMF NMF NMF 98.4% 70.6% 4/23 - 12/23 EBITA (2) ($22.5) ($37.9) ($8.5) $21.0 $45.4 $82.5 $86.6 Pro Forma Taxes @ 26.0% 0.0 0.0 0.0 (5.5) (11.8) (21.5) (22.5) NOPAT ($22.5) ($37.9) ($8.5) $15.6 $33.6 $61.1 $64.1 Tax Depreciation $2.3 $3.2 $3.8 $5.9 $8.0 $8.6 $4.6 Capital Expenditures (1.1) (0.7) (4.7) (16.9) (16.9) (4.8) (4.8) (Increase) Decrease in Net Working Capital (5.8) 3.4 (3.1) (8.4) (14.2) 17.7 0.0 Free Cash Flow ($27.1) ($31.9) ($12.6) ($3.8) $10.5 $82.6 $63.8 % Growth NA -60.6% -70.0% -379.9% 683.6% Enterprise Value Low - High Terminal Value Calculations Low - High Discount Rate - Discrete 37.50% - 32.50% Terminal Free Cash Flow * (1 + TGR) $63.8 - $63.8 Discount Rate - Terminal 12.25% - 12.25% Capitalization Rate (3) 12.25% - 12.25% Terminal Growth Rate (TGR) 0.00% - 0.00% Terminal Value (Gordon Growth) $521.1 - $521.1 Implied Terminal EBITDA Multiple 5.7x - 5.7x Implied Terminal Revenue Multiple 1.40x - 1.40x Present Value of Discrete Cash Flows ($36.9) - ($34.8) Discount Factor (4) 0.1999 - 0.2411 Present Value of Terminal Value 104.2 - 125.6 Present Value of Terminal Value $104.2 - $125.6 Indicated Enterprise Value (Rounded) $67.0 - $91.0 Implied Enterprise Value Multiples 2022A Revenue $25.8 2.60x - 3.53x 2023P Revenue 4.6 14.59x - 19.81x 2024P Revenue 44.7 1.50x - 2.04x Source: Management Projections (1) Normalizes tax deductible depreciation at 95.0% of capital expenditures and working capital investment assuming 0.00% terminal growth (2) EBITDA less estimated tax deductible depreciation expense 14 (3) Calculated as the Discount Rate - Terminal Value less the Terminal Growth Rate (4) Based on the Discount Rate – Discrete

Valuation Analysis Selected Public Companies – Financial Metrics Selected Public Companies Analysis - Financial Metrics Financial Data as of June 9, 2023 ($ in millions) LTM Financial Statistics Revenue Growth EBITDA Growth EBITDA Margin Revenue EBITDA 2023P 2023P 2023P Company Name Consumer Weight Loss Herbalife Ltd. $5,121 $638 (5.5%) (17.1%) 11.7% Medifast, Inc. 1,530 195 (27.6%) (29.6%) 11.9% WW International, Inc. (1) 985 179 (11.7%) (34.7%) 13.8% Consumer Health & Wellness (OTC) Alliance Pharma plc $202 $46 12.9% 20.3% 24.3% BellRing Brands, Inc. 1,498 300 18.1% 12.6% 18.9% Glanbia plc 6,030 423 (3.9%) 6.6% 7.8% Smart for Life, Inc. (2) 17 (9 ) NA NMF NA Mean $2,198 $253 (2.9%) (7.0%) 14.7% Median 1,498 195 (4.7%) (5.3%) 12.9% Gelesis Holdings, Inc. - Actual $20 ($84) (82.2%) NMF (643.5%) Gelesis Holdings, Inc. - FY 2028P $373 $91 35.8% 70.6% 24.4% None of the selected public companies is, of course, identical to the Company and Lincoln does not have access to non-public information regarding those companies. Source: S&P Capital IQ, company filings, investor presentations, and Management Projections Note: EBITDA Growth metrics are NMF due to negative reported figures, unless otherwise stated (1) LTM Revenue is pro forma for the acquisition of Weekend Health in 2023. LTM EBITDA contribution from 15 Weekend Health is assumed to be immaterial and no pro forma adjustment was made (2) NMF LTM EBITDA due to the lack of available pro forma metrics for the acquisition of Ceautamed in 2022

Valuation Analysis Selected Public Companies – Valuation Multiples Selected Public Companies Analysis - Valuation Multiples Financial Data as of June 9, 2023 ($ in millions) Enterprise Value as a Multiple of Stock Price as of % of 52 Market Enterprise LTM LTM Company Name 6/9/23 Week High Capitalization Value EBITDA Revenue Consumer Weight Loss Herbalife Ltd. $12.02 39.2% $1,232 $3,442 5.4x 0.67x Medifast, Inc. 79.51 41.3% 866 742 3.8x 0.49x WW International, Inc. (1) 6.80 67.9% 551 1,956 10.9x 1.94x Consumer Health & Wellness (OTC) Alliance Pharma plc $0.75 50.0% $408 $547 11.4x 2.60x BellRing Brands, Inc. 35.84 94.5% 4,797 5,759 19.2x 3.84x Glanbia plc 14.37 92.8% 4,083 4,304 10.1x 0.71x Smart for Life, Inc. (2) 1.14 3.0% 4 22 NMF 1.30x Mean 55.5% $1,706 $2,396 10.1x 1.65x Median 50.0% 866 1,956 10.5x 1.30x None of the selected public companies is, of course, identical to the Company and Lincoln does not have access to non-public information regarding those companies. EBITDA = Earnings Before Interest, Taxes, Depreciation, and Amortization Source: S&P Capital IQ, company filings, investor presentations (1) Enterprise Value and LTM Revenue is pro forma for the acquisition of Weekend Health in 2023. LTM EBITDA 16 contribution from Weekend Health is assumed to be immaterial and no pro forma adjustment was made (2) NMF LTM EBITDA due to the lack of available pro forma metrics for the acquisition of Ceautamed in 2022

Valuation Analysis Selected M&A Transactions Analysis Selected M&A Transactions Analysis ($ in millions) Financial Statistics Enterprise Value / LTM . . Announced Enterprise EBITDA Date Target Acquirer Target Description Value Revenue EBITDA Revenue EBITDA Margin Nuvo Pharmaceuticals Searchlight Pharma Provides prescription and non-prescription products for pain, allergy, neurology, Dec-22 $61 $53 $14 1.15x 4.3x 26.7% Inc. Inc. and dermatology worldwide Dec-22 Mimi's Rock Corp. FitLife Brands, Inc. Operates as an online dietary supplement and wellness company 18 28 2 0.62x 10.6x 5.9% The Healthy Mummy Halo Food Co. Produces and sells nutritional products that include weight loss smoothies, protein Feb-22 16 15 3 1.05x 5.5x 19.0% Pty Limited Limited shakes, supplements, and skincare products for mums in Australia New Age Manufactures weight loss products, nutritional support supplements, and personal Jul-20 ARIIX Holdings, LLC Beverages 333 220 20 1.51x 16.7x 9.1% care products Corporation Provides weight loss programs and distributes pre-packaged food for women and Dec-18 Nutrisystem, Inc. Tivity Health, Inc. 1,341 693 88 1.94x 15.2x 12.8% men in the United States SlimFast/Health and Oct-18 Glanbia plc Provider of health, wellness, and weight management solutions 350 212 24 1.65x 14.6x 11.3% Nutrition Systems Relevium Dec-16 BioGanix Ltd. Produces and sells dietary supplement products 4 4 1 1.11x 3.4x 32.5% Technologies Inc. Mean $303 $175 $22 1.29x 10.0x 16.8% Median 61 53 14 1.15x 10.6x 12.8% None of the selected target companies in the M&A transactions analysis is, of course, identical to the Company and Lincoln does not have access to non-public information regarding those companies. Source: Capital IQ, company filings 17

EX-FILING FEES

Exhibit 107

CALCULATION OF FILING FEE TABLES

Schedule 13E-3

(Form Type)

Gelesis Holdings, Inc.

PureTech Health plc

PureTech Health LLC

Caviar Merger Sub LLC

(Exact Name of Registrant and Name of Persons Filing Statement)

Table 1: Transaction Valuation

	Proposed Maximum Aggregate Value of Transaction			Fee rate		Amount of Filing Fee
Fees to be Paid	$	5,708,643.92	(1)(2)		0.00011020	$	629.09	(3)
Fees Previously Paid	$	0				$	0
Total Transaction Valuation	$	5,708,643.92
Total Fees Due for Filing						$	629.09
Total Fees Previously Paid						$	0
Total Fee Offsets						$	629.09	(4)
Net Fee Due						$	0

Table 2: Fee Offset Claims and Sources

	Registrant or Filer Name	Form or Filing Type	File Number	Initial Filing Date	Filing Date	Fee Offset Claimed	Fee Paid with Fee Offset Source
Fee Offset Claims		PREM 14A	001-39362	July 25, 2023		$629.09
Fee Offset Sources	Gelesis Holdings, Inc.	PREM 14A	001-39362		July 25, 2023		$629.09

Capitalized terms used below but not defined herein shall have the meanings assigned to such terms in the Preliminary Proxy Statement on Schedule 14A filed by Gelesis Holdings, Inc. with the Securities and Exchange Commission on July 25, 2023.

(1) In accordance with Exchange Act Rule 0-11, the maximum number of securities of Gelesis Holdings, Inc. (“Gelesis”) to which this transaction applies is estimated, as of June 30, 2023, to be 84,819,485, which consists of (A) 56,607,528 outstanding shares of common stock of Gelesis, $0.001 par value per share (“Company Common Stock”); (B) 13,800,000 shares of Company Common Stock underlying outstanding Public Warrants; (C) 7,520,000 shares of Company Common Stock underlying outstanding Private Placement Warrants; (D) 1,444,095 shares of Company Common Stock underlying outstanding Legacy Warrants; (E) 400,000 shares of Company Common Stock underlying outstanding CMS Warrants; (F) 1,353,062 shares of Company Common Stock underlying outstanding One S.r.l. Warrants; and (G) 3,694,800 shares of Company Common Stock underlying Company RSU Awards.

(2) In accordance with Exchange Act Rule 0-11, the proposed maximum aggregate value of the transaction estimated solely for the purposes of calculating the filing fee was calculated, as of June 30, 2023, based on the sum of (A) 56,607,528 outstanding shares of Company Common Stock, multiplied by $0.05664 per share; (B) 13,800,000 shares of Company Common Stock underlying outstanding Public Warrants, multiplied by $0.01 (which is the difference between the merger consideration of $0.05664 per share and the estimated, as-adjusted exercise price of $0.04664 for any holder that properly exercises such warrant within 30 days following the public disclosure of the closing of the transaction); (C) 7,520,000 shares of Company Common Stock underlying outstanding Private Placement Warrants, multiplied by $0.01 (which is the difference between the merger consideration of $0.05664 per share and the estimated, as-adjusted exercise price of $0.04664 for any holder that properly exercises such warrant within 30 days following the public disclosure of the closing of the transaction); (D) 1,444,095 shares of Company Common Stock underlying outstanding Legacy Warrants, multiplied by $0.05664 per share; (E) 400,000 shares of Company Common Stock underlying outstanding CMS Warrants, multiplied by $0.05664 per share; (F) 1,353,062 shares of Company Common Stock underlying One S.r.l. Warrants, multiplied by $1.46 per share; and (G) 3,694,800 shares of Company Common Stock underlying Company RSU Awards, multiplied by $0.05664 per share.

(3) In accordance with Section 14(g) of the Securities Exchange Act of 1934, as amended, and Exchange Act Rule 0-11, the filing fee was determined as the product of the proposed maximum aggregate value of the transaction as calculated in note (2) above multiplied by 0.00011020.

(4) Gelesis previously paid $629.09 upon the filing of its Preliminary Proxy Statement on Schedule 14A on July 25, 2023 in connection with the transaction reported hereby.