Fair Value Measurements

6 Months Ended

Jun. 30, 2022

Fair Value Disclosures [Abstract]

Fair Value Measurements

4.Fair Value Measurements

Liabilities that are measured at fair value on a recurring basis, and the level of the fair value hierarchy utilized to determine such fair values, consisted of the following at June 30, 2022 (in thousands):

			Fair Value Measurements
	Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Liabilities:
Earnout liability (See Note 14)	$	6,190	$	—	$	—	$	6,190
Private placement warrant liability (see Note 13)		1,130		—		—		1,130
One S.r.l. call option   (see Note 11)		3,062		—		—		3,062
Total liabilities measured at fair value	$	10,382	$	—	$	—	$	10,382

Liabilities that are measured at fair value on a recurring basis, and the level of the fair value hierarchy utilized to determine such fair values, consisted of the following at December 31, 2021 (in thousands):

			Fair Value Measurements
	Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Liabilities:
Convertible promissory notes (see Note 12)	$	27,128	$	—	$	—	$	27,128
Legacy Gelesis preferred stock warrants (See Note 13)		15,821		—		—		15,821
One S.r.l. call option   (see Note 11)		2,416		—		—		2,416
Total liabilities measured at fair value	$	45,365	$	—	$	—	$	45,365

The following table presents a summary of the changes in the fair value of the Company’s Level 3 financial instruments during the six months ended June 30, 2022:

	Convertible Promissory Notes			Legacy Gelesis Redeemable Preferred Stock Warrants Liabilities			One S.r.l. Call Option			Earnout Liability			Private Placement Warrant Liability
Balance at December 31, 2021	$	27,128		$	15,821		$	2,416		$	—		$	—
Assumed upon Business Combination		—			—			—			—			8,140
Recognized upon Business Combination		—			—			—			58,871			—
Changes in fair value		156			926			865			(52,681	)		(7,010	)
Foreign currency translation (gain)/loss		—			—			(219	)		—			—
Conversion and exchange upon Business Combination		—			(16,747	)		—			—			—
Settlement		(27,284	)		—			—			—			—
Balance at June 30, 2022	$	—		$	—		$	3,062		$	6,190		$	1,130

There were no transfers into or out of level 3 instruments and/or between level 1 and level 2 instruments during the six months ended June 30, 2022. The fair value measurement of the convertible promissory notes, Legacy Gelesis preferred stock warrant liability, One S.r.l. call option liability, earnout liability and private placement warrant liability utilized inputs not observable in the market and thus represents a Level 3 measurement.