FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      
1. Name and Address of Reporting Person * HPSO SPV Ltd 2. Date of Event Requiring Statement (MM/DD/YYYY)
1/13/2022 

3. Issuer Name and Ticker or Trading Symbol GELESIS HOLDINGS, INC. [GLS]
(Last)       (First)       (Middle)
SARNIA HOUSE,, LE TRUCHOT
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)_____ Director                          ___X___ 10% Owner
_____ Officer (give title below)        _____ Other (specify below)
(Street)
ST PETER PORT, Y7 GY1 4NA      
(City)             (State)             (Zip)
5. If Amendment, Date Original Filed(MM/DD/YYYY)
 

6. Individual or Joint/Group Filing(Check Applicable Line)_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock  12181993  D   

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Right to Acquire Earnout Shares   (1) 1/13/2027  Common Stock  4001505   (1) D   

Explanation of Responses:
(1)  The Reporting Person holds a right to acquire up to 4,001,505 shares of Common Stock (the "Earnout Shares"). The Earnout Shares shall vest and be released upon the satisfaction, at any time prior to January 13, 2027, of certain share price vesting conditions as follows: (i) if the volume-weighted average price ("VWAP") of the Common Stock equals or exceeds $12.50 per share for any 20 trading days within a 30-trading day period, one-third ( 1/3) of the Earnout Shares shall vest; (ii) if the VWAP of the Common Stock equals or exceeds $15.00 per share for any 20 trading days within a 30-trading day period, an additional one-third ( 1/3) of the Earnout Shares shall vest; and (iii) if the VWAP of the Common Stock equals or exceeds $17.50 per share for any 20 trading days within a 30-trading day period, the final one-third ( 1/3) of the Earnout Shares shall vest.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
HPSO SPV Ltd
SARNIA HOUSE,
LE TRUCHOT
ST PETER PORT, Y7 GY1 4NA

X


Signatures
/s/ David Piesing, Director of Manager, on behalf of HPSO SPV Limited 1/21/2022
**Signature of Reporting Person Date
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