CPSR 10-K/A
Calamos S&P 500 Structured Alt Protection ETF - March (CPSR)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Amendment No. 2
For the fiscal year ended
For the transition period from to
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including
area code: (
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class: | Trading Symbol: | Name of Each Exchange on Which Registered: | ||
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by
check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨
Indicate by
check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.
Yes ¨
Indicate by
check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
Indicate by
check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405
of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit and post such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ¨ | Accelerated filer | ¨ | ||||
| x | Smaller reporting company | ||||||
| Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant has filed a report on
and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of
the Sarbanes-Oxley Act by the registered public accounting firm that prepared or issued its audit report.
Indicate by
check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨
As of June 30, 2021, the last business day of the registrant’s
most recently completed second fiscal quarter, the aggregate market value of the shares of Class A common stock outstanding, other
than shares held by persons who may be deemed affiliates of the registrant, computed by reference to the closing sales price for the shares
of Class A common stock on June 30, 2021, as reported on the New York Stock Exchange, was approximately $
As of March 31, 2022, shares of common stock, par value $0.0001 were issued and outstanding.
| Auditor Firm Id |
| Auditor Name |
| Auditor Location |
Explanatory Note
Gelesis Holdings, Inc. (the “Company”) is filing this Amendment No. 2 on Form 10-K/A (this “Amendment No. 2”) to its Annual Report on Form 10-K for the fiscal year ended December 31, 2021 that was filed with the Securities and Exchange Commission (the “SEC”) on April 1, 2022 (the “Original Report”), as amended by Amendment No. 1 that was filed with the SEC on May 2, 2022 (the “Amendment No. 1”), for the purpose of filing revised versions of Exhibits 31.1 and 31.2 filed with the Original Report and Exhibits 31.3 and 31.4 filed with the Amendment No. 1.
The Company is filing revised exhibits solely in order to include in the certifications set forth in Exhibits 31.1, 31.2, 31.3 and 31.4 the language added to the introductory portion of paragraph 4 and the language of revised paragraph 4(b), which language was inadvertently omitted from the certifications when originally filed. Except as explicitly set forth in the Amendment No. 1, the Amendment No. 2 does not reflect events occurring after the date of the filing of the Original Report or modify or update any of the other disclosures contained therein in any way. Accordingly, the Amendment No. 2 should be read in conjunction with the Original Report, as amended by the Amendment No. 1. The Amendment No. 2 consists solely of the preceding cover page, this explanatory note, an exhibit index, the signature page and paragraphs 1, 2, 4 and 5 of each of the revised certifications filed as exhibits to the Amendment No. 2.
Item 15. Exhibits, Financial Statement Schedules
(b) Exhibits:
The following is a list of all exhibits filed or furnished as part of this report.
| Exhibit No. |
Description | |
| 31.1 | Certification of the Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a). | |
| 31.2 | Certification of the Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a). | |
| 31.3 | Certification of the Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a). | |
| 31.4 | Certification of the Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a). | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document and included in Exhibit 101) |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: June 8, 2022
| GELESIS HOLDINGS, INC. | |
| /s/ Yishai Zohar | |
| Name: Yishai Zohar | |
| Title: Chief Executive Officer and Director | |
| (Principal Executive Officer) |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
|
Name |
Position |
Date | ||
| /s/ Yishai Zohar | ||||
| Yishai Zohar | Chief Executive Officer and Director (Principal Executive Officer) |
June 8, 2022 | ||
|
/s/ Elliot Maltz |
||||
| Elliot Maltz | Chief Financial Officer (Principal Financial and Accounting Officer) |
June 8, 2022 |