EX-FILING FEES

(1)

Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), an indeterminable number of additional securities that may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions are also being registered.

(2)

The share amounts listed in this table reflect the number of shares previously registered by the registrant on a registration statement on Form S-1 (File No. 333-262672) and do not reflect any subsequent sales or the deregistration of any shares. Accordingly, all registration fees have been previously paid.

(3)

Represents 24,509,491 shares of common stock that may be issued to certain securityholders upon the exercise of outstanding warrants of the registrant including: (i) 7,520,000 shares of common stock issuable upon the exercise of warrants previously issued by the registrant’s predecessor in a private placement (the “Private Placement Warrants”) and subsequently converted into warrants of the registrant in connection with the consummation of the registrant’s business combination (the “business combination”); (ii) 13,800,000 shares of common stock issuable upon the exercise of warrants previously included in publicly sold units of the registrant’s predecessor (the “Public Warrants”) and subsequently converted into warrants of the registrant in connection with the business combination; and (iii) 3,189,491 shares of common stock issuable upon the exercise of Rollover Warrants and subsequently converted into warrants of the registrant in connection with the business combination.

(4)

Represents 132,938,108 shares of common stock including: (i) 9,000,000 shares of common stock previously issued by the registrant’s predecessor in a private placement and subsequently converted into shares of common stock of the registrant in connection with the business combination, (ii) 2,727,967 shares of common stock previously issued by the registrant’s predecessor in private placements; (iii) 4,916,250 Founder Shares previously issued by the registrant’s predecessor in connection with the predecessor’s initial public offering; (iv) 54,814,847 shares of Common Stock issued in connection with the business combination; (v) 13,486,708 shares of common stock issuable upon exercise of the Gelesis Inc. options that have been assumed by the registrant in connection with the business combination; and (vi) up to 23,482,845 earnout shares issuable upon fulfillment of certain market price-based target requirements.

(6)

Estimated solely for the purpose of calculating the registration fee, based on the average of the high and low prices of the shares of common stock of Gelesis Holdings, Inc. on the New York Stock Exchange (“NYSE”) on February 9, 2023 (such date being within five business days of the date that this registration statement was first filed with the SEC) in accordance with Rule 457(c) of the Securities Act.


	Security Type		Security Class Title		Fee Calculation or Carry Forward Rule		Amount registered(1)			Proposed maximum offering price per security			Maximum aggregate offering price		Fee Rate		Amount of registration fee
Fees to be Paid		—		—		—		—			—			—		—		—
Fees	Equity		Common stock, par value $0.0001 per share		457(o)			24,509,491	(3)	$	3.93	(6)	$	96,322,299.63		0.00011020	$	10,614.72	(6)
Previously Paid	Equity		Common stock, par value $0.0001 per share		457(o)			132,938,108	(4)	$	3.93	(6)	$	522,446,764.44		0.00011020	$	57,573.63	(6)
(2)	Equity		Warrants to purchase shares of common stock		457(i)			24,509,491	(5)		—		$	—		—	$	—	(7)
			Total Offering Amounts										$	618,769,064.07
			Total Fees Previously Paid										$	57,359.90
			Total Fee Offsets											—
			Net Fee Due										$	—