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
 Yishai Zohar
FirstName  LastNameYishai Zohar
Gelesis Holdings, Inc.
Comapany
May  6, 2022NameGelesis Holdings, Inc.
May 6,
Page 2 2022 Page 2
FirstName LastName
         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.
 Yishai Zohar
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,
FirstName LastNameYishai Zohar
                                                            Division of
Corporation Finance
Comapany NameGelesis Holdings, Inc.
                                                            Office of Life
Sciences
May 6, 2022 Page 3
cc:       Jim Barrett
FirstName LastName