UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549

 

 

 

SCHEDULE 13G

 

UNDER THE SECURITIES EXCHANGE ACT OF 1934 

(Amendment No. __)*

 

 

 

Gelesis Holdings, Inc. 

(Name of Issuer)

 

 

 

Common Stock, par value $0.0001 per share 

(Title of Class of Securities)

 

36850R204 

(CUSIP Number)

 

January 13, 2022 

(Date of Event Which Requires Filing of this Statement)

 

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

¨ Rule 13d-1(b)

 

þ    Rule 13d-1(c)

 

¨ Rule 13d-1(d)

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

 

 

CUSIP No. 36850R204 SCHEDULE 13G Page 2 of 6 Pages

 

1. 

NAMES OF REPORTING PERSONS  

 

CMS Medical Venture Investment (HK) Limited

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)    ¨         (b)    x

 

3.

SEC USE ONLY  

 

4.

CITIZENSHIP OR PLACE OF ORGANIZATION  

 

Hong Kong

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

 5. 

SOLE VOTING POWER  

 

0

  6.

SHARED VOTING POWER  

 

4,501,770

  7.

SOLE DISPOSITIVE POWER  

 

0

  8.

SHARED DISPOSITIVE POWER  

 

4,501,770

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  

 

4,501,770

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES          ¨

 
11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9  

 

6.2% (1)

12.

TYPE OF REPORTING PERSON  

 

FI

 

(1) The percent of class was calculated based on 72,214,287 shares of Common Stock outstanding, as disclosed in the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 20, 2022.

 

 

 

 

CUSIP No. 36850R204 SCHEDULE 13G Page 3 of 6 Pages

 

1. 

NAMES OF REPORTING PERSONS  

 

China Medical System Holdings Limited

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)    ¨         (b)    x

 

3.

SEC USE ONLY  

 

4.

CITIZENSHIP OR PLACE OF ORGANIZATION  

 

Cayman Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

 5. 

SOLE VOTING POWER  

 

0

  6.

SHARED VOTING POWER  

 

4,501,770

  7.

SOLE DISPOSITIVE POWER  

 

0

  8.

SHARED DISPOSITIVE POWER  

 

4,501,770

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  

 

4,501,770

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES          ¨

 
11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9  

 

6.2% (1)

12.

TYPE OF REPORTING PERSON  

 

IN

 

(1) The percent of class was calculated based on 72,214,287 shares of Common Stock outstanding, as disclosed in the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 20, 2022.

 

 

 

 

CUSIP No. 36850R204 SCHEDULE 13G Page 4 of 6 Pages

 

Item 1.   Issuer
     
  (a)
    Name of Issuer:
     
    Gelesis Holdings, Inc. (the “Issuer”)
     
  (b)
    Address of Issuer’s Principal Executive Offices:
     
    501 Boylston Street, Suite 6102
Boston, MA 02116  
     
Item 2.   Filing Person
     
  (a) – (c)
    Name of Persons Filing; Address; Citizenship:
     
   

(i)       CMS Medical Venture Investment (HK) Limited (“CMS HK”).

(ii)      China Medical System Holdings Limited (“CMS”).  

 

CMS HK is the direct holder of the securities listed in Item 4 below. CMS HK is wholly owned subsidiary of CMS. Each of CMS HK and CMS is deemed to be the beneficial owner with shared dispositive and voting power with respect to the shares of Common Stock held by CMS HK.  

 

CMS HK is organized under the laws of Hong Kong. CMS is organized under the laws of the Cayman Islands. The address of the principal business office of the Reporting Persons is Unit 2106, 21/F, Island Place Tower, 510 King’s Road, North Point, Hong Kong, Peoples Republic of China.  

     
  (d)  
  Title of Class of Securities:
     
    Common Stock, par value $0.0001 per share
     
  (e) CUSIP Number:
     
  36850R204
   
Item 3.

If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:  

 

Not applicable.

     
Item 4. Ownership.
     
  (a) -- (c) Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

    Number of
Shares
Beneficially
Owned		     Sole Voting
Power		     Shared
Voting
Power		     Sole
Dispositive
Power		     Shared
Dispositive
Power		     Percentage
of
Ordinary
Shares
Outstanding		  
CMS Medical Venture Investment (HK) Limited     4,501,770       —       4,501,770       —       4,501,770       6.2 %
China Medical System Holdings Limited     4,501,770     —       4,501,770       —       4,501,770       6.2 %

 

The percent of class was calculated based on 72,214,287 shares of Common Stock outstanding, as disclosed in the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on January 20, 2022.

 

 

 

 

CUSIP No. 36850R204 SCHEDULE 13G Page 5 of 6 Pages

 

 
Item 5.

Ownership of Five Percent or Less of a Class.

 

If this statement is being filed to report the fact that as of the date hereof the reporting persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following.       ¨
   
Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

 

Not applicable.
   
Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

 

Not applicable.

   
Item 8.

Identification and Classification of Members of the Group.

 

Not applicable.
   
Item 9.

Notice of Dissolution of Group.

 

Not applicable.
   
Item 10.

Certification.

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

  

 

 

 

CUSIP No. 36850R204 SCHEDULE 13G Page 6 of 6 Pages

  

SIGNATURE

 

After reasonable 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.

 

Date: July 20, 2022

 

CMS MEDICAL VENTURE INVESTMENT (HK) LIMITED  
   
/s/ Dr. Huaizheng Peng  
Name: Dr. Huaizheng Peng
Title: Director		  
     
CHINA MEDICAL SYSTEM HOLDINGS LIMITED    
   
/s/ Mr. Lam Kong  
Name: Mr. Lam Kong
Title: Chief Executive		  

 

 

 

Grafico Azioni Capstar Special Purpose ... (NYSE:CPSR)
Storico
Da Dic 2024 a Gen 2025 Clicca qui per i Grafici di Capstar Special Purpose ...
Grafico Azioni Capstar Special Purpose ... (NYSE:CPSR)
Storico
Da Gen 2024 a Gen 2025 Clicca qui per i Grafici di Capstar Special Purpose ...