As filed with the Securities and Exchange Commission on March 29, 2021

Registration Statement No. 333-252402

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

________________________________________

Amendment No. 1 to
Form S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

________________________________________

GX ACQUISITION CORP.

(Exact Name of Registrant as Specified in Its Charter)

________________________________________

Delaware

 

6770

 

83-1702591

(Jurisdiction of Incorporation
or Organization)

 

(Primary Standard Industrial
Classification Code Number)

 

(I.R.S. Employer
Identification Number)

________________________________________

1325 Avenue of the Americas, 25th Floor
New York, NY 10019
Telephone: (212) 616
-3700

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

________________________________________

Jay R. Bloom
Co
-Chairman and Chief Executive Officer
GX Acquisition Corp.
1325 Avenue of the Americas, 25
th Floor
New York, NY 10019
Telephone: (212) 616
-3700
(Name, address, including zip code, and telephone number, including area code, of agent for service)

________________________________________

Copies to:

C. Michael Chitwood
Michael A. Civale
Skadden, Arps, Slate,
Meagher & Flom LLP
One Manhattan West
New York, NY 10001
Tel: (212) 735
-3000

 

P. Michelle Gasaway
Skadden, Arps, Slate,
Meagher & Flom LLP
300 South Grand Avenue,
Suite 3400
Los Angeles, CA 90071
Tel: (213) 687
-5000

 

Yvan-Claude Pierre
Marc A. Recht
Kevin Cooper
Marianne C. Sarrazin
Cooley LLP
55 Hudson Yards
New York, NY 10001
Tel: (212) 479
-6000

________________________________________

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective and on completion of the business combination described in the enclosed proxy statement/prospectus.

If the securities being registered on this Form are to be offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. £

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. £

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. £

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 the definitions 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 £

 

Non-accelerated filer S

 

Smaller reporting company S

               

Emerging growth company S

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 to Section 7(a)(2)(B) of the Securities Act. £

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) £

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) £

 

Table of Contents

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered

 

Amount to be Registered(1)

 

Proposed Maximum Offering Price per Share

 

Proposed
Maximum
Aggregate
Offering
Price
(2)

 

Amount of
Registration
Fee
(3)

Shares of Class A common stock, par value $0.0001 per share

 

147,803,331

 

N/A

 

$

6,409.83

 

$

1.00

(4)

____________

(1)      Based on the maximum number of shares of Class A common stock, par value $0.0001 per share (“GX Class A Common Stock”), of the registrant (“GX”) to be issued to equityholders of Celularity Inc., a Delaware corporation (“Celularity”), on consummation of the Business Combination (as defined herein), which includes 147,803,331 shares of GX Class A Common Stock, the maximum number of shares of GX Class A Common Stock that may become issuable under options or warrants that may be assumed by GX upon the consummation of the business combination.

(2)      Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(f) of the Securities Act of 1933, as amended, based upon an amount equal to one-third of the par value of the Celularity securities to be exchanged in the Business Combination as of immediately prior to the Business Combination. Celularity is a private company, no market exists for its securities and Celularity has an accumulated capital deficit.

(3)      Calculated pursuant to Rule 457 of the Securities Act by calculating the product of (i) the proposed maximum aggregate offering price and (ii) 0.0001091.

(4)      Previously paid.

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until this registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

 

Table of Contents

The information in this preliminary proxy statement/prospectus is not complete and may be changed. These securities described herein may not be sold until the registration statement filed with the U.S. Securities and Exchange Commission is declared effective. This preliminary proxy statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY PROXY STATEMENT/PROSPECTUS

SUBJECT TO COMPLETION, DATED MARCH 29, 2021

GX ACQUISITION CORP.

1325 Avenue of the Americas, 25th Floor
New York, NY 10019

Dear GX Acquisition Corp. Stockholders:

On January 8, 2021, GX Acquisition Corp., a Delaware corporation (“GX”), two of its wholly owned subsidiaries and Celularity Inc., a Delaware corporation (“Celularity”), entered into a Merger Agreement and Plan of Reorganization (the “Merger Agreement”), pursuant to which Celularity would become a wholly owned subsidiary of GX through a series of mergers (such mergers, collectively with the other transactions described in the Merger Agreement, the “Business Combination”). The aggregate merger consideration payable to stockholders of Celularity upon closing of the Business Combination (the “Closing”) consists of up to 147,803,331 newly issued shares of Class A common stock of GX, par value $0.0001 per share (“GX Class A Common Stock”) valued at approximately $10.15 per share. See the sections entitled “The Business Combination” and “The Merger Agreement and Plan of Reorganization — Conversion of Securities” on pages 109 and 126, respectively, of the attached proxy statement/prospectus for further information on the consideration payable to equityholders of Celularity.

Concurrently with the execution of the Merger Agreement, GX entered into separate subscription agreements with a number of investors (the “PIPE Investors”), pursuant to which the PIPE Investors have agreed to purchase an aggregate of 8,340,000 shares of GX Class A Common Stock, for a purchase price of $10.00 per share and at an aggregate purchase price of $83,400,000, in a private placement (the “PIPE Financing”).

GX units, GX Class A Common Stock and public warrants are currently listed on the Nasdaq Capital Market, under the symbols “GXGXU”, “GXGX” and “GXGXW”, respectively. GX has applied to continue the listing of GX Class A Common Stock and Public Warrants on the Nasdaq Capital Market under the symbols “CELU” and “CELUW”, respectively, upon the Closing. At the Closing, each GX unit will separate into its components consisting of one share of GX Class A Common Stock and one-half (1/2) of one warrant and, as a result, will no longer trade as a separate security. Following the Closing, GX intends to change its name to Celularity Inc.

GX cordially invites you to attend a special meeting of its stockholders in lieu of the 2021 annual meeting (the “special meeting”) to consider matters related to the proposed Business Combination. The special meeting will be held on          , 2021, at           a.m., Eastern time, via a virtual meeting.

GX and Celularity cannot complete the Business Combination unless GX’s stockholders consent to the approval of the Merger Agreement and the transactions contemplated thereby, including the issuance of GX Class A Common Stock to be issued as the merger consideration and pursuant to the PIPE Financing. GX is providing the accompanying proxy statement/prospectus and proxy card to you in connection with the solicitation of proxies to be voted at the special meeting and at any adjournments or postponements thereof.

After careful consideration, the GX board of directors has unanimously approved the Merger Agreement and the other proposals described in the accompanying proxy statement/prospectus, and the GX board of directors has determined that it is advisable to consummate the Business Combination. The GX Board of Directors recommends that you vote “FOR” each of the proposals described in the accompanying proxy statement/prospectus.

More information about GX, Celularity and the Business Combination is contained in the accompanying proxy statement/prospectus. GX and Celularity urge you to read the accompanying proxy statement/prospectus, including the financial statements and annexes and other documents referred to therein, carefully and in their entirety. In particular, you should carefully consider the matters discussed under the caption “Risk Factors” beginning on page 39 of the accompanying proxy statement/prospectus.

On behalf of our board of directors, I thank you for your support and look forward to the successful completion of the Business Combination.

 

Sincerely,

            , 2021

 

 

   

Jay R. Bloom
Co-Chairman and Chief Executive Officer

This proxy statement/prospectus is dated           , 2021 and is first being mailed to the stockholders of GX on or about           , 2021.

NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS OR ANY OF THE SECURITIES TO BE ISSUED IN THE BUSINESS COMBINATION, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

 

Table of Contents

GX ACQUISITION CORP.

1325 Avenue of the Americas, 25th Floor
New York, NY 10019

NOTICE OF SPECIAL MEETING IN LIEU OF 2021 ANNUAL MEETING OF
STOCKHOLDERS TO BE HELD ON          , 2021

To the Stockholders of GX Acquisition Corp.:

NOTICE IS HEREBY GIVEN that a special meeting in lieu of the 2021 annual meeting of stockholders (the “special meeting”) of GX Acquisition Corp., a Delaware corporation (“GX”, “we”, “our” or “us”), will be held on          , 2021, at          a.m., Eastern time, via live webcast at the following address https://www.cstproxy.com/gxacquisitioncorp/sm2021. You will need the 12-digit meeting control number that is printed on your proxy card to enter the special meeting. GX recommends that you log in at least 15 minutes before the special meeting to ensure you are logged in when the special meeting starts. Please note that you will not be able to attend the special meeting in lieu of the 2021 annual meeting in person. You are cordially invited to attend the special meeting for the following purposes:

•        Proposal No. 1 — The “Business Combination Proposal” — to consider and vote upon a proposal to approve and adopt the Merger Agreement, dated as of January 8, 2021 (as may be amended from time to time, the “Merger Agreement”), by and among GX, Alpha First Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of GX (“First Merger Sub”), Alpha Second Merger Sub, LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of GX (“Second Merger Sub”), and Celularity Inc., a Delaware corporation (“Celularity”), and the transactions contemplated thereby, pursuant to which (i) First Merger Sub will be merged with and into Celularity (the “First Merger”), with Celularity surviving the First Merger as a wholly owned subsidiary of GX (Celularity, in its capacity as the surviving corporation of the First Merger, the “Surviving Corporation”); and (ii) immediately following the First Merger and as part of the same overall transaction as the First Merger, the Surviving Corporation will be merged with and into Second Merger Sub (the “Second Merger” and, together with the First Merger, the “Mergers”), with Second Merger Sub being the surviving entity of the Second Merger (Second Merger Sub, in its capacity as the surviving entity of the Second Merger, is sometimes referred to herein as the “Surviving Entity”), which will ultimately result in Celularity becoming a wholly-owned direct subsidiary of GX. We refer to the Mergers and the other transactions described in the Merger Agreement collectively hereafter as the “Business Combination”;

•        Proposals No. 2 – 5 — The “Charter Proposals” — to consider and vote upon separate proposals for amendments to GX’s Amended and Restated Certificate of Incorporation (the “Existing Charter”), which are reflected in the proposed Second Amended and Restated Certificate of Incorporation of GX (the “Proposed Charter”), the full text of which is attached to this proxy statement/prospectus as Annex B:

•        Proposal No. 2 — to increase the authorized shares of our common stock to 730,000,000 shares and authorized shares of preferred stock to 10,000,000 (“Proposal No. 2”);

•        Proposal No. 3 — to require an affirmative vote of 662/3% of the outstanding shares of our common stock for stockholders to (i) alter, amend, or repeal the proposed Amended and Restated Bylaws of GX (the “Amended and Restated Bylaws”), the full text of which is attached to this proxy statement/prospectus as Annex C, and (ii) remove a director for cause (“Proposal No. 3”);

•        Proposal No. 4 — to require an affirmative vote of 662/3% of the outstanding shares of our common stock to alter, amend, or repeal Articles V, VI, and VII of the Proposed Charter (“Proposal No. 4”);

•        Proposal No. 5 — to approve and adopt the Proposed Charter that includes the approval of Proposal 2, Proposal 3 and Proposal 4 and provides for certain additional changes, including (i) changing GX’s name from “GX Acquisition Corp.” to “Celularity Inc.” and (ii) eliminating certain provisions related to the Business Combination that will no longer be relevant following the Closing, which our board of directors believes are necessary to adequately address the needs of GX immediately following the consummation of the Business Combination (“Proposal No. 5”);

 

Table of Contents

•        Proposal No. 6 — The “Election of Directors Proposal” — to consider and vote upon a proposal to elect, effective at Closing, nine directors to serve staggered terms on our board of directors until the 2022, 2023 and 2024 annual meetings of stockholders, respectively, and until their respective successors are duly elected and qualified;

•        Proposal No. 7 — The “Equity Incentive Plan Proposal” — to consider and vote upon a proposal to approve and adopt the equity incentive award plan established to be effective after the Closing of the Business Combination;

•        Proposal No. 8 — The “Employee Stock Purchase Plan Proposal” — to consider and vote upon a proposal to approve and adopt the employee stock purchase plan established to be effective after the Closing of the Business Combination;

•        Proposal No. 9 — The “Nasdaq Proposal” — to consider and vote upon a proposal to approve, for purposes of complying with the applicable listing rules of the Nasdaq Stock Market, the issuance of shares of GX Class A Common Stock to the Celularity stockholders in the Mergers pursuant to the Merger Agreement and to the investors in the private offering of securities to certain investors in connection with the Business Combination; and

•        Proposal No. 10 — The “Adjournment Proposal” — to consider and vote upon a proposal to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the special meeting, there are not sufficient votes to approve one or more proposals presented to stockholders for vote.

Only holders of record of shares of GX Class A Common Stock and shares of Class B common stock of GX, par value $0.0001 per share (“GX Class B Common Stock”), at the close of business on           , 2021 are entitled to notice of the special meeting and to vote at the special meeting and any adjournments or postponements of the special meeting. A complete list of our stockholders of record entitled to vote at the special meeting will be available for ten days before the special meeting at our principal executive offices for inspection by stockholders during ordinary business hours for any purpose germane to the special meeting.

Pursuant to our Existing Charter, we are providing the holders of shares of GX Class A Common Stock originally sold as part of the GX Units issued in our initial public offering (the “IPO” and such holders, the “Public Stockholders”) with the opportunity to redeem, upon the closing of the Business Combination (the “Closing”), shares of GX Class A Common Stock then held by them for cash equal to their pro rata share of the aggregate amount on deposit (as of two business days prior to the Closing) in the trust account (the “Trust Account”) that holds the proceeds (including interest not previously released to GX to pay its franchise and income taxes) from the IPO and a concurrent private placement of warrants to GX Sponsor LLC (our “Sponsor”). For illustrative purposes, based on the fair value of cash and marketable securities held in the Trust Account as of February 28, 2021 of approximately $291.8 million, the estimated per share redemption price would have been approximately $10.15. Public stockholders may elect to redeem their shares whether or not they are holders as of the record date and whether or not they vote “FOR” the Business Combination Proposal. Notwithstanding the foregoing redemption rights, a Public Stockholder, together with any of his, her or its affiliates or any other person with whom he, she or it is acting in concert or as a “group” (as defined under Section 13(d)(3) of the Securities Exchange Act of 1934, as amended), will be restricted from redeeming in the aggregate his, her or its shares or, if part of such a group, the group’s shares, in excess of 15% of the outstanding shares of GX Class A Common Stock sold in the IPO. Holders of GX’s outstanding GX Warrants sold in the IPO, which are exercisable for shares of GX Class A Common Stock under certain circumstances, do not have redemption rights in connection with the Business Combination. Our Sponsor, officers and directors have agreed to waive their redemption rights in connection with the consummation of the Business Combination with respect to any shares of GX Class B Common Stock they hold and any Public Shares they may have acquired during or after the IPO. Shares of GX Class B Common Stock will be excluded from the pro rata calculation used to determine the per share redemption price. Currently, our Sponsor, officers and directors own approximately 20% of our outstanding issued and outstanding shares of GX Common Stock, including all of the shares of GX Class B Common Stock. Our Sponsor, officers and directors have agreed to vote any shares of GX Class A Common Stock and GX Class B Common Stock owned by them in favor of the Business Combination.

 

Table of Contents

We may not consummate the Business Combination unless the Business Combination Proposal, each of the Charter Proposals, the Equity Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal and the Nasdaq Proposal are approved at the special meeting. Each of the Charter Proposals, the Equity Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal and the Election of Directors Proposal, are conditioned on the approval of the Business Combination Proposal and the Nasdaq Proposal. The Adjournment Proposal is not conditioned on the approval of any other Proposal set forth in the accompanying proxy statement/prospectus.

The Board of Directors of GX has unanimously approved the Merger Agreement and the transactions contemplated thereby and recommends that you vote “FOR” the Business Combination Proposal, “FOR” each of the Charter Proposals, “FOR” the Election of Directors Proposal, “FOR” the Equity Incentive Plan Proposal, “FOR” the Employee Stock Purchase Plan Proposal, “FOR” the Nasdaq Proposal and “FOR” the Adjournment Proposal.

Your attention is directed to the proxy statement/prospectus accompanying this notice (including the financial statements and annexes attached thereto) for a more complete description of the proposed Business Combination and related transactions and each of our proposals. We encourage you to read this proxy statement/prospectus carefully. If you have any questions or need assistance voting your shares, please call our proxy solicitor, Morrow Sodali LLC, at (800) 662-5200; banks and brokers can call collect at (203) 658-9400.

 

By Order of the Board of Directors,

        , 2021

 

 

   

Jay R. Bloom
Co-Chairman and Chief Executive Officer

 

Table of Contents

TABLE OF CONTENTS

 

Page

ABOUT THIS PROXY STATEMENT/PROSPECTUS

 

1

FREQUENTLY USED TERMS

 

2

QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION

 

5

SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

 

18

SELECTED HISTORICAL CONSOLIDATED FINANCIAL INFORMATION OF CELULARITY

 

31

SELECTED HISTORICAL FINANCIAL INFORMATION OF GX

 

32

SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

 

33

UNAUDITED HISTORICAL COMPARATIVE AND PRO FORMA COMBINED PER SHARE DATA OF GX AND CELULARITY

 

35

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

37

RISK FACTORS

 

39

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

 

95

SPECIAL MEETING IN LIEU OF 2021 ANNUAL MEETING OF GX STOCKHOLDERS

 

102

The GX Special Meeting

 

102

Date, Time and Place of the Special Meeting

 

102

Purpose of the Special Meeting

 

102

Recommendation to GX Stockholders

 

102

Record Date and Voting

 

103

Voting Your Shares

 

104

Who Can Answer Your Questions About Voting Your Shares

 

104

Quorum and Vote Required for the GX Proposals

 

104

Abstentions and Broker Non-Votes

 

105

Revoking Your Proxy

 

105

Redemption Rights

 

105

Appraisal or Dissenters’ Rights

 

106

Solicitation of Proxies

 

107

Stock Ownership

 

107

PROPOSALS TO BE CONSIDERED BY GX’S STOCKHOLDERS PROPOSAL NO. 1 — THE BUSINESS COMBINATION PROPOSAL

 

108

THE BUSINESS COMBINATION

 

109

Background of the Business Combination

 

109

GX’s Board of Directors’ Reasons for the Approval of the Business Combination

 

117

Interests of GX Directors and Officers in the Business Combination

 

120

Potential Actions to Secure GX’s Requisite Stockholder Approvals

 

121

Regulatory Approvals Required for the Business Combination

 

121

Accounting Treatment of the Business Combination

 

122

Sources and Uses of Funds

 

122

Satisfaction of 80% Test

 

122

Name; Headquarters of New Celularity

 

123

Classified Board of New Celularity following the Business Combination

 

123

Redemption Rights

 

123

Appraisal Rights

 

123

Ownership of New Celularity After the Closing

 

123

Vote Required for Approval

 

124

Recommendation of GX’s Board of Directors

 

124

THE MERGER AGREEMENT AND PLAN OF REORGANIZATION

 

125

i

Table of Contents

 

Page

CERTAIN AGREEMENTS RELATED TO THE BUSINESS COMBINATION

 

141

Stockholder Support Agreements

 

141

Sponsor Support Agreement

 

141

PIPE Subscription Agreements

 

142

Registration Rights Agreement

 

143

Lock-Up Agreements

 

144

U.S. FEDERAL INCOME TAX CONSIDERATIONS OF THE REDEMPTION

 

145

PROPOSAL NOS. 2 – 5 — THE CHARTER PROPOSALS

 

150

PROPOSAL NO. 6 — THE ELECTION OF DIRECTORS PROPOSAL

 

153

PROPOSAL NO. 7 — THE EQUITY INCENTIVE PLAN PROPOSAL

 

154

PROPOSAL NO. 8 — THE EMPLOYEE STOCK PURCHASE PLAN PROPOSAL

 

159

PROPOSAL NO. 9 — THE NASDAQ PROPOSAL

 

162

PROPOSAL NO. 10 — THE ADJOURNMENT PROPOSAL

 

164

INFORMATION ABOUT CELULARITY

 

165

CELULARITY’S EXECUTIVE COMPENSATION

 

202

CELULARITY’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

213

CERTAIN CELULARITY RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

 

224

INFORMATION ABOUT GX

 

231

GX’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

244

CERTAIN GX RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

 

249

MANAGEMENT AFTER THE BUSINESS COMBINATION

 

252

DESCRIPTION OF GX’S SECURITIES

 

263

SHARES ELIGIBLE FOR FUTURE SALE

 

273

COMPARISON OF STOCKHOLDERS’ RIGHTS

 

276

TICKER SYMBOL, MARKET PRICE AND DIVIDEND POLICY

 

280

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

 

281

ADDITIONAL INFORMATION

 

286

WHERE YOU CAN FIND MORE INFORMATION

 

288

INDEX TO FINANCIAL STATEMENTS

 

F-1

ANNEX A:    Merger Agreement

 

A-1

ANNEX B:    Second Amended and Restated Certificate of Incorporation

 

B-1

ANNEX C:    Amended and Restated Bylaws

 

C-1

ANNEX D:    Celularity Inc. 2021 Equity Incentive Plan

 

D-1

ANNEX E:    Celularity Inc. 2021 Employee Stock Purchase Plan

 

E-1

ANNEX F:     Form of Stockholder Support Agreement

 

F-1

ANNEX G:    Sponsor Support Agreement

 

G-1

ANNEX H:    Form of Subscription Agreement

 

H-1

ANNEX I:     Form of Amended and Restated Registration Rights Agreement

 

I-1

ANNEX J:     Form of Lock-Up Agreement

 

J-1

ii

Table of Contents

ABOUT THIS PROXY STATEMENT/PROSPECTUS

This document, which forms part of a registration statement on Form S-4 filed with the SEC by GX (File No. 333-252402) (the “Registration Statement”), constitutes a prospectus of GX under Section 5 of the Securities Act, with respect to the shares of GX Class A Common Stock to be issued if the Business Combination described below is consummated. This document also constitutes a notice of meeting and a proxy statement under Section 14(a) of the Exchange Act with respect to the special meeting of GX stockholders at which GX stockholders will be asked to consider and vote upon a proposal to approve the Business Combination by the approval and adoption of the Merger Agreement, among other matters.

GX files reports, proxy statements/prospectuses and other information with the SEC as required by the Exchange Act. You can read GX’s SEC filings, including this proxy statement/prospectus as well as the accompanying Annual Report on Form 10-K for the year ended December 31, 2020, over the Internet at the SEC’s website at http://www.sec.gov.

If you would like additional copies of this proxy statement/prospectus or if you have questions about the Business Combination or the proposals to be presented at the special meeting, you should contact us by telephone or in writing:

Jay R. Bloom, Co-Chairman and Chief Executive Officer
GX Acquisition Corp.
1325 Avenue of the Americas, 25th Floor
New York, NY 10019
Tel: (212) 616-3700
Email: jay.bloom@trimarancapital.com

You may also obtain these documents by requesting them in writing or by telephone from our proxy solicitor at:

Morrow Sodali LLC
470 West Avenue
Stamford, Connecticut 06902
Tel: (800) 662-5200 (toll-free) or
(203) 658-9400 (banks and brokers can call collect)
Email: GXGX.info@investor.morrowsodali.com

If you are a stockholder of GX and would like to request documents, please do so by           , 2021 to receive them before the GX special meeting of stockholders. If you request any documents from us, we will mail them to you by first class mail, or another equally prompt means.

1

Table of Contents

FREQUENTLY USED TERMS

In this proxy statement/prospectus:

“Adjournment Proposal” means a proposal to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the special meeting, there are not sufficient votes to approve one or more proposals presented to stockholders for vote.

“broker non-vote” means the failure of a GX stockholder, who holds his or her shares in “street name” through a broker or other nominee, to give voting instructions to such broker or other nominee.

“Business Combination” means the transactions described in the Merger Agreement.

“Business Combination Proposal” means the proposal to approve the adoption of the Merger Agreement and the Business Combination.

“Celularity” means Celularity Inc., a Delaware corporation.

“Celularity Board” means Celularity’s board of directors prior to the Business Combination.

“Celularity Capital Stock” means the Celularity Common Stock and the Celularity Preferred Stock.

“Celularity Common Stock” means the common stock of Celularity, par value $0.0001 per share.

“Celularity Option Plan” means the Celularity Inc. 2017 Equity Incentive Plan, as such may have been amended, supplemented or modified from time to time.

“Celularity Options” means all outstanding options to purchase Celularity Common Stock, whether or not exercisable and whether or not vested, immediately prior to the Closing under the Celularity Option Plan or otherwise.

“Celularity Preferred Stock” means the Series A Preferred Stock, Series B Preferred Stock and the Series X Preferred Stock.

“Celularity Warrant” means a warrant to purchase Celularity’s Series B Preferred Stock.

“Charter Proposals” means the separate proposals for amendments to the Existing Charter, which are reflected in the Proposed Charter.

“Closing” means the consummation of the Business Combination.

“Closing Date” means the date on which the Closing occurs.

“Code” means the Internal Revenue Code of 1986, as amended.

“DGCL” means the Delaware General Corporation Law, as amended.

“Election of Directors Proposal” means the proposal to elect, effective at Closing, nine directors to serve staggered terms on GX’s board of directors until the 2022, 2023 and 2024 annual meetings of stockholders, respectively, and until their respective successors are duly elected and qualified.

“Employee Stock Purchase Plan Proposal” means the proposal to approve and adopt the employee stock purchase plan established to be effective after the Closing, which provides for the grant of purchase rights with respect to GX Common Stock to employees of New Celularity and its subsidiaries.

“Equity Incentive Plan Proposal” means the proposal to approve and adopt the equity incentive plan established to be effective after the Closing that provides for grant of awards to employees and other service providers of New Celularity and its subsidiaries in the form of options, restricted shares, restricted share units or other equity-based awards based on GX Common Stock.

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.

“Existing Charter” means GX’s Amended and Restated Certificate of Incorporation, dated as of May 20, 2019.

“First Merger” means the merger of First Merger Sub with and into Celularity.

2

Table of Contents

“First Merger Sub” means Alpha First Merger Sub, Inc., a Delaware corporation.

“GAAP” means U.S. generally accepted accounting principles.

“GX Board” means GX’s board of directors prior to the Business Combination.

“GX Common Stock” means GX Class A Common Stock and GX Class B Common Stock, collectively.

“GX Class A Common Stock” means GX’s Class A common stock, par value $0.0001 per share.

“GX Class B Common Stock” means GX’s Class B common stock, par value $0.0001 per share.

“GX Unit” means one share of GX Class A Common Stock and one-half (1/2) of one redeemable GX Warrant.

“GX Warrant Agreement” means the warrant agreement, dated as of May 20, 2019, by and between GX and Continental Stock Transfer & Trust Company, governing the outstanding GX Warrants.

“GX Warrants” means the Private Placement Warrants and the Public Warrants issued under the GX Warrant Agreement, with each whole warrant exercisable for one share of GX Class A Common Stock at an exercise price of $11.50.

“GX” means GX Acquisition Corp., a Delaware corporation.

“GX Proposals” means the proposals to be voted on at the GX special meeting.

“IPO” means GX’s initial public offering of GX Units, consummated on May 23, 2019.

“JOBS Act” means the Jumpstart Our Business Startups Act of 2012, as amended.

“Lock-Up Agreements” means those Lock-Up Agreements to be entered into by GX and certain stockholders of Celularity in connection with the Closing.

“Merger Agreement” means the Merger Agreement and Plan of Reorganization, dated as of January 8, 2021, as may be amended from time to time, by and among GX, Celularity, First Merger Sub and Second Merger Sub.

“Mergers” means the First Merger and the Second Merger, collectively.

“Nasdaq” means the Nasdaq Capital Market.

“Nasdaq Proposal” means the proposal to approve, for purposes of complying with the applicable listing rules of the Nasdaq Stock Market, the issuance of shares of GX Class A Common Stock to the Celularity stockholders in the Mergers pursuant to the Merger Agreement and to the investors in the private offering of securities to certain investors in connection with the Business Combination.

“New Celularity” means GX immediately following the consummation of the Business Combination and approval of the Proposed Charter.

“New Celularity Board” means New Celularity’s board of directors following the consummation of the Business Combination and the election of directors pursuant to the Election of Directors Proposal.

“New Celularity Common Stock” means, following the consummation of the Business Combination and approval of the Proposed Charter, New Celularity’s common stock, par value $0.0001 per share, as authorized under the Proposed Charter.

“PIPE Financing” means the sale of PIPE Shares to the PIPE Investors, for a purchase price of $10.00 per share and an aggregate purchase price of $83,400,000, in a private placement.

“PIPE Investors” means the purchasers of the PIPE Shares.

“PIPE Shares” means an aggregate of 8,340,000 shares of GX Class A Common Stock to be issued to PIPE Investors in the PIPE Financing.

“Private Placement” means the sale of the Private Placement Warrants that occurred simultaneously with the completion of the IPO.

3

Table of Contents

“Private Placement Warrants” means the warrants to purchase shares of GX Class A Common Stock sold in private placements to our Sponsor that occurred simultaneously with the completion of the IPO.

“Proposed Charter” means the Second Amended and Restated Certificate of Incorporation of GX, the full text of which is attached to this proxy statement/prospectus as Annex B.

“prospectus” means this prospectus included in the Registration Statement on Form S-4 (File No. 333-252402) filed by GX with the SEC.

“Public Shares” means shares of GX Class A Common Stock issued as part of the GX Units sold in the IPO.

“Public Stockholders” means the holders of shares of GX Class A Common Stock.

“Public Warrants” means the redeemable warrants included in the GX Units sold in the IPO, each whole warrant of which is exercisable for one share of GX Class A Common Stock, in accordance with its terms.

“Registration Rights Agreement” means the Amended and Restated Registration Rights Agreement to be entered into by New Celularity, the Sponsor, certain stockholders of Celularity and certain PIPE Investors in connection with the Closing.

“SEC” means the U.S. Securities and Exchange Commission.

“Second Merger” means the merger of Surviving Corporation with and into Second Merger Sub.

“Second Merger Sub” means Alpha Second Merger Sub, LLC, a Delaware limited liability company.

“Securities Act” means the U.S. Securities Act of 1933, as amended.

“Series A Preferred Stock” means shares of Celularity’s Preferred Stock, par value $0.0001 per share, designated as Series A Preferred Stock.

“Series B Preferred Stock” means shares of Celularity’s Preferred Stock, par value $0.0001 per share, designated as Series B Preferred Stock.

“Series X Preferred Stock” means shares of Celularity’s Preferred Stock, par value $0.0001 per share, designated as Series X Preferred Stock.

“Stockholder Support Agreements” means those Stockholder Support Agreements, dated as of January 8, 2021, by and among GX and certain of Celularity’s stockholders.

“Sponsor” means GX Sponsor LLC, a Delaware limited liability company.

“Sponsor Support Agreement” means the Sponsor Support Agreement, dated as of January 8, 2021, by and among the officers and directors of GX and the Sponsor.

“Surviving Corporation” means the entity surviving the First Merger as a wholly-owned subsidiary of GX.

“Surviving Entity” means the entity surviving the Second Merger as a wholly owned subsidiary of GX.

“Trust Account” means the trust account that holds a portion of the proceeds of the IPO and the concurrent sale of the Private Placement Warrants.

“Trust Agreement” means the Investment Management Trust Agreement, dated as of May 20, 2019, between GX and the Trustee.

“Trustee” means Continental Stock Transfer & Trust Company.

4

Table of Contents

QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION

The following questions and answers briefly address some commonly asked questions about the proposals to be presented at the special meeting of stockholders, including with respect to the proposed Business Combination. The following questions and answers may not include all the information that is important to GX stockholders. Stockholders are urged to read carefully this entire proxy statement/prospectus, including the financial statements and annexes attached hereto and the other documents referred to herein.

Questions and Answers about the Special Meeting of GX’s Stockholders and the Related Proposals

Q:     Why am I receiving this proxy statement/prospectus?

A:     GX has entered into the Merger Agreement with Celularity and the other parties thereto pursuant to which (i) First Merger Sub will be merged with and into Celularity (the “First Merger”), with Celularity surviving the First Merger as a wholly owned subsidiary of GX (Celularity, in its capacity as the surviving corporation of the First Merger, is sometimes referred to as the “Surviving Corporation”); and (ii) immediately following the First Merger and as part of the same overall transaction as the First Merger, the Surviving Corporation will be merged with and into Second Merger Sub (the “Second Merger”), with Second Merger Sub being the surviving entity of the Second Merger. A copy of the Merger Agreement is attached to this proxy statement/prospectus as Annex A.

Immediately prior to Closing, each share of Celularity Preferred Stock (including shares of Series B Preferred Stock issued upon the exercise of warrants to purchase Celularity’s Series B Preferred Stock (each, a “Celularity Warrant”) prior to or in connection with the Closing (if any)) will be converted into a number of shares of Celularity Common Stock at the then-effective conversion rate, as calculated pursuant to the Amended and Restated Certificate of Incorporation of Celularity, dated March 16, 2020, as may be amended, restated or otherwise modified from time to time, and each share of converted Celularity Preferred Stock will no longer be outstanding and will cease to exist, such that each holder of Celularity Preferred Stock will thereafter cease to have any rights with respect to such securities. At Closing, as a result of the Business Combination, each outstanding share of Celularity Common Stock, including each of the outstanding shares of Celularity Preferred Stock converted into Celularity Common Stock as described above, will be canceled and automatically converted into the right to receive a pro rata portion of the 101,588,145 shares of GX Class A Common Stock that GX will issue at the Closing. At the Closing, each outstanding Celularity Option will be assumed by GX and converted into a stock option in respect of GX Class A Common Stock, which converted stock options will be equitably adjusted to reflect the Business Combination.

Each outstanding Celularity Warrant whose holder has not elected to exercise its Celularity Warrant prior to or in connection with the Closing (and which would be exercisable in accordance with its terms following Closing) will be assumed by GX and converted into a warrant in respect of GX Class A Common Stock, which converted warrants will be adjusted to account for the Exchange Ratio and the terms of the Celularity Warrant. If holders of Celularity Warrants elect to exercise those warrants prior to Closing, up to 19,910,384 additional newly issued shares of GX Class A common stock will be issued in place of such converted warrants. See the sections entitled “The Business Combination” and “The Merger Agreement and Plan of Reorganization — Conversion of Securities” on pages 109 and 126, respectively, of this proxy statement/prospectus for further information on the consideration payable to equityholders of Celularity.

GX stockholders are being asked to consider and vote upon the Business Combination Proposal to approve the adoption of the Merger Agreement and the Business Combination, among other proposals.

GX Units, GX Class A Common Stock and Public Warrants are currently listed on the Nasdaq, under the symbols “GXGXU”, “GXGX” and “GXGXW”, respectively. GX has applied to continue the listing of GX Class A Common Stock and Public Warrants on the Nasdaq Capital Market under the symbols “CELU” and “CELUW”, respectively, upon the Closing. At the Closing, each unit will separate into its components consisting of one share of GX Class A Common Stock and one-half (1/2) of one warrant, and therefore there will be no Nasdaq listing of the GX Units following the consummation of the Business Combination.

5

Table of Contents

This proxy statement/prospectus and its annexes contain important information about the proposed Business Combination and the proposals to be acted upon at the special meeting. You should read this proxy statement/prospectus and its annexes carefully and in their entirety. This document also constitutes a prospectus of GX with respect to the GX Class A Common Stock issuable in connection with the Business Combination.

Q:     What matters will stockholders consider at the special meeting?

A:     The Business Combination Proposal — a proposal to approve the adoption of the Merger Agreement and the Business Combination.

The Charter Proposals — four proposals to amend GX’s Existing Charter.

The Election of Directors Proposal — a proposal to elect the directors comprising the board of directors of New Celularity.

The Equity Incentive Plan Proposal — a proposal to approve and adopt the equity incentive award plan established to be effective after the Closing.

The Employee Stock Purchase Plan Proposal — a proposal to approve and adopt the employee stock purchase plan established to be effective after the Closing.

The Nasdaq Proposal — a proposal to approve, for purposes of complying with the applicable listing rules of Nasdaq, the issuance of shares of GX Class A Common Stock to the Celularity stockholders in the Mergers pursuant to the Merger Agreement and to the investors in the private offering of securities to certain investors in connection with the Business Combination.

The Adjournment Proposal — a proposal to approve a proposal to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the special meeting, there are not sufficient votes to approve one or more proposals presented to stockholders for vote.

Q:     Are any of the proposals conditioned on one another?

A:     The Charter Proposals, Election of Directors Proposal, Equity Incentive Plan Proposal and Employee Stock Purchase Plan Proposal are all conditioned on the approval of the Business Combination Proposal and the Nasdaq Proposal. The Nasdaq Proposal is conditioned on the approval of the Business Combination Proposal. The Business Combination Proposal is conditioned on the approval of the Nasdaq Proposal. The Adjournment Proposal does not require the approval of the Business Combination Proposal or Business Combination to be effective. It is important for you to note that in the event that the Business Combination Proposal is not approved, then GX will not consummate the Business Combination. If GX does not consummate the Business Combination and fails to complete our initial business combination by May 23, 2021 or obtain the approval of GX stockholders to extend the deadline for GX to consummate our initial business combination, then GX will be required to dissolve and liquidate.

Q:     What will happen upon the consummation of the Business Combination?

A:     On the Closing Date, (i) First Merger Sub will be merged with and into Celularity in connection with the First Merger, with Celularity surviving the First Merger as a wholly owned subsidiary of GX and (ii) immediately following the First Merger and as part of the same overall transaction as the First Merger, the Surviving Corporation will be merged with and into Second Merger Sub, with Second Merger Sub being the surviving entity of the Second Merger. The Mergers will have the effects specified under Delaware law. As consideration for the Business Combination, each outstanding Celularity Common Stock, including each of the outstanding shares of Celularity Preferred Stock that will have been converted into Celularity Common Stock immediately prior to the Closing, will be canceled and automatically converted into the right to receive a pro rata portion of the 101,588,145 shares of GX Class A Common Stock, that GX will issue at the Closing. At the Closing, each outstanding share of Celularity Option will be assumed by GX and converted into a stock option in respect of GX Class A Common Stock, which converted stock options will be equitably adjusted to reflect the Business Combination.

6

Table of Contents

Each outstanding Celularity Warrant whose holder has not elected to exercise its Celularity Warrant prior to or in connection with the Closing (and which would be exercisable in accordance with its terms following Closing) will be assumed by GX and converted into a warrant in respect of GX Class A Common Stock, which converted warrants will be adjusted to account for the Exchange Ratio and the terms of the Celularity Warrant. If holders of Celularity Warrants elect to exercise those warrants prior to Closing, up to 19,910,384 additional newly issued shares of GX Class A common stock will be issued in place of such converted warrants. See the sections entitled “The Business Combination” and “The Merger Agreement and Plan of Reorganization – Conversion of Securities” on pages 109 and 126, respectively, of this proxy statement/prospectus for further information on the consideration payable to equityholders of Celularity.

Q:     Why is GX proposing the Business Combination Proposal?

A:     GX was organized for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. GX is not limited to any particular industry or sector.

GX received $287,500,000 from its IPO (including net proceeds from the exercise by the underwriter of its over-allotment option) and sale of the Private Placement Warrants, which was placed into the Trust Account immediately following the IPO. In accordance with the Existing Charter, the funds held in the Trust Account will be released upon the consummation of the Business Combination. See the question entitled “What happens to the funds held in the Trust Account upon consummation of the Business Combination?

There currently are 28,750,000 shares of GX Class A Common Stock issued and outstanding and 7,187,500 shares of GX Class B Common Stock outstanding. In addition, there currently are 21,375,000 GX Warrants issued and outstanding, consisting of 14,375,000 Public Warrants and 7,000,000 Private Placement Warrants. Each whole GX Warrant entitles the holder thereof to purchase one share of GX Class A Common Stock at a price of $11.50 per share. The GX Warrants will become exercisable 30 days after the completion of a business combination, and expire at 5:00 p.m., New York City time, five years after the completion of a business combination or earlier upon redemption or liquidation. The Private Placement Warrants, however, are non-redeemable so long as they are held by their initial purchasers or their permitted transferees.

Under the Existing Charter, GX must provide all holders of Public Shares with the opportunity to have their Public Shares redeemed upon the consummation of GX’s initial business combination in conjunction with a stockholder vote.

Q:     Who is Celularity?

A:     Celularity is a clinical-stage biotechnology company leading the next evolution in cellular medicine by developing off-the-shelf placental-derived allogeneic T cells engineered with a chimeric antigen receptor (“CAR”) (“CAR-T”) cells, natural killer (“NK”) cells, and mesenchymal-like adherent stromal cells (“ASCs”), targeting indications across cancer, infectious and degenerative diseases. Celularity believes that by harnessing the placenta’s unique biology and ready availability, it will be able to develop therapeutic solutions that address a significant unmet global need for effective, accessible and affordable therapeutics. Celularity currently has three active and enrolling clinical trials and plans to submit three additional investigational new drug (“IND”) applications in 2021.

The Celularity IMPACT platform capitalizes on the benefits of placenta-derived cells to target multiple diseases, and provides seamless integration, from bio sourcing through manufacturing cryopreserved and packaged allogeneic cells, which Celularity handles at its purpose-built U.S.-based approximately 150,000 square foot facility. Celularity believes the use of placental-derived cells, sourced from full-term healthy donors, has potential inherent advantages, both from an economic and scientific perspective. Relative to adult-derived cells, placental-derived cells have demonstrated greater stemness, which means the ability to expand and persist. Further, their immunological naïveté, meaning having an immune system that has never been exposed to a specific antigen, may allow for potentially less toxicity.

Celularity’s placental-derived cells are allogeneic, meaning they are intended for use in any patient, as compared to autologous cells, which are derived from an individual patient for that patient’s sole use. Celularity believes this a key difference that will enable readily available off-the-shelf treatments that can be delivered faster, more reliably, at greater scale and to more patients.

7

Table of Contents

In addition, Celularity also has non-core legacy operations that are complementary to its work in placenta-derived cell therapeutics including its biobanking operations, which include the collection, processing and cryogenic storage of certain birth byproducts for third-parties, and its degenerative disease business, which primarily comprises the sale of its Biovance and Interfyl products, directly or through its exclusive distributor.

Q:     What equity stake will current GX stockholders and Celularity stockholders have in New Celularity?

A:     It is anticipated that, upon the completion of the Business Combination, the ownership of New Celularity will be as follows:

•        current Celularity Stockholders will own or have the right to acquire 147,803,331 shares of New Celularity Common Stock, representing approximately 77.0% of the total shares outstanding;

•        the PIPE Investors will own 8,340,000 shares of New Celularity Common Stock, representing approximately 4.3% of the total shares outstanding; and

•        the current GX stockholders will own 35,937,500 shares of New Celularity Common Stock, representing approximately 18.7% of the total shares outstanding.

The numbers of shares and percentage interests set forth above are based on a number of assumptions, including that (i) no shares are elected to be redeemed in connection with the Business Combination, (ii) there are no other equity issuances of New Celularity, (iii) Celularity Warrants are exercised for cash prior to or in connection with the Closing and (iv) the vesting and exercise of all Celularity Options for cash prior to or in connection with the Closing. If the actual facts differ from our assumptions, the numbers of shares and percentage interests set forth above will be different. In addition, the numbers of shares and percentage interests set forth above do not take into account potential future exercises of GX Warrants or grants or issuances pursuant to the incentive award plan established to be effective after the Closing.

Q:     Who will be the officers and directors of GX if the Business Combination is consummated?

A:     The Merger Agreement provides that, immediately following the consummation of the Business Combination, the New Celularity Board will be comprised of nine directors including Robert J. Hariri, M.D., Ph.D., Peter Diamandis, M.D., Lim Kok Thay, John Sculley, Robin L. Smith, M.D., Andrew C. von Eschenbach, M.D., Jay R. Bloom, Dean C. Kehler and Marc Mazur. Immediately following the consummation of the Business Combination, we expect that the following will be the executive officers of New Celularity: Robert J. Hariri, M.D., Ph.D., as President, Chief Executive Officer and Chairman of the Board of Directors; David C. Beers as Chief Financial Officer; Gregory Berk, M.D., as Chief Medical Officer; Xiaokui Zhang, Ph.D., as Executive Vice President and Chief Scientific Officer; John R. Haines as Executive Vice President and Chief Operating Officer; Keary Dunn as Executive Vice President, General Counsel & Business Development and Stephen A Brigido as President, Degenerative Disease. Concurrently with the consummation of the Business Combination, GX’s officers and directors, other than Messrs. Bloom, Kehler and Mazur (each of whom will serve as a director of New Celularity following the Business Combination) will resign from their respective positions at GX. For more information on the management of New Celularity following the Business Combination, see the section entitled “Management After the Business Combination”.

Q:     What conditions must be satisfied to complete the Business Combination?

A:     There are a number of closing conditions in the Merger Agreement, including that GX’s stockholders have approved and adopted the Merger Agreement. For a summary of the conditions that must be satisfied or waived prior to completion of the Business Combination, see the section entitled “The Merger Agreement and Plan of Reorganization — Conditions to Closing; Termination — Conditions to Closing”.

Q:     What happens if I sell my shares of GX Class A Common Stock before the special meeting of stockholders?

A:     The record date for the special meeting of stockholders will be earlier than the date that the Business Combination is expected to be completed. If you transfer your shares of GX Class A Common Stock after the record date, but before the special meeting of stockholders, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the special meeting of stockholders. However, you will not be entitled to any redemption rights with respect to such shares of GX Class A Common Stock.

8

Table of Contents

Q:     What vote is required to approve the proposals presented at the special meeting of stockholders?

A:     The approval of the Business Combination Proposal and the Charter Proposals require the affirmative vote (in person online or by proxy) of the holders of a majority of all then outstanding shares of GX Common Stock entitled to vote thereon at the special meeting. Accordingly, a GX stockholder’s failure to vote by proxy or to vote in person online at the special meeting of stockholders, an abstention from voting, or a broker non-vote will have the same effect as a vote against these proposals.

The approval of the Equity Incentive Plan Proposal, Employee Stock Purchase Plan Proposal, Nasdaq Proposal and Adjournment Proposal require the affirmative vote (in person online or by proxy) of the holders of a majority of the shares of GX Common Stock entitled to vote and actually cast thereon at the special meeting of stockholders. Accordingly, a GX stockholder’s failure to vote by proxy or to vote in person online at the special meeting of stockholders, an abstention from voting, or a broker non-vote will have no effect on the outcome of any vote on these proposals.

The approval of the election of each director nominee pursuant to the Election of Directors Proposal requires the affirmative vote of the holders of a plurality of the outstanding shares of GX Common Stock entitled to vote and actually cast thereon at the special meeting. Accordingly, a GX stockholder’s failure to vote by proxy or to vote in person online at the special meeting of stockholders, an abstention from voting or a broker non-vote will have no effect on the outcome of any vote on the Election of Directors Proposal.

Q:     Do Celularity’s stockholders need to approve the Business Combination?

A:     Yes. On January 8, 2021, in connection with the execution of the Merger Agreement, GX, Celularity and stockholders of Celularity holding approximately 82% of Celularity Capital Stock outstanding as of the date of the Merger Agreement entered into Stockholder Support Agreements, pursuant to which, among other things and subject to the terms and conditions therein, such Celularity stockholders agreed to vote or provide their written consent with respect to all the shares of Celularity Capital Stock beneficially owned by such stockholder in favor of adoption and approval of the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Business Combination, and not to (a) transfer any of their shares of Celularity Capital Stock (or enter into any arrangement with respect thereto) or (b) enter into any arrangement that is inconsistent with the Stockholder Support Agreements. For further information, please see the section entitled “Certain Agreements Related to the Business Combination — Stockholder Support Agreements”.

Q:     May GX or GX’s directors, officers or advisors, or their affiliates, purchase shares in connection with the Business Combination?

A:     In connection with the stockholder vote to approve the proposed Business Combination, the Sponsor and GX’s directors, officers, advisors or their affiliates may privately negotiate transactions to purchase shares prior to the Closing from stockholders who would have otherwise elected to have their shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules for a per share pro rata portion of the Trust Account without the prior written consent of Celularity. None of the Sponsor, directors, officers or advisors, or their respective affiliates, will make any such purchases when they are in possession of any material non-public information not disclosed to the seller of such shares. Such a purchase would include a contractual acknowledgement that such stockholder, although still the record holder of such shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that the Sponsor, directors, officers or advisors, or their affiliates, purchase shares in privately negotiated transactions from Public Stockholders who have already elected to exercise their redemption rights, such selling stockholders would be required to revoke their prior elections to redeem their shares. Any such privately negotiated purchases may be effected at purchase prices that are in excess of the per share pro rata portion of the Trust Account. The purpose of these purchases would be to increase the amount of cash available to GX for use in the Business Combination.

Q:     How many votes do I have at the special meeting of stockholders?

A:     GX’s stockholders are entitled to one vote at the special meeting for each share of GX Class A Common Stock or GX Class B Common Stock held of record as of the record date. As of the close of business on the record date, there were 28,750,000 shares of GX Class A Common Stock outstanding and 7,187,500 shares of GX Class B Common Stock outstanding.

9

Table of Contents

Q:     What interests do GX’s current officers and directors have in the Business Combination?

A:     The GX Board and GX’s executive officers may have interests in the Business Combination that are different from, in addition to or in conflict with, yours. These interests include:

•        the beneficial ownership of the Sponsor and certain of GX’s directors and officers of an aggregate of 7,187,500 shares of GX Class B Common Stock and 7,000,000 Private Placement Warrants, which shares and warrants would become worthless if GX does not complete a business combination within the applicable time period, as our Sponsor, officers and directors have waived any redemption right with respect to these shares. The Sponsor paid an aggregate of $25,000 for its GX Class B Common Stock, and $7,000,000 for its Private Placement Warrants, and such shares and warrants have an aggregate market value of approximately $           million and $            million, respectively, based on the closing price of GX Class A Common Stock of $            on Nasdaq on            , 2021, the record date for the special meeting of stockholders. Each of our officers and directors is a member of the Sponsor. Cooper Road, LLC (an entity controlled by Jay R. Bloom) and Dean C. Kehler, are the managing members of the Sponsor, and as such Messrs. Bloom and Kehler have voting and investment discretion with respect to the GX Common Stock and GX Warrants held of record by the Sponsor;

•        the anticipated continuation of Messrs. Bloom, Kehler and Mazur as directors of New Celularity;

•        the fact that our Sponsor, officers and directors have agreed not to redeem any of their shares in connection with a stockholder vote to approve the Business Combination;

•        the fact that our Sponsor paid an aggregate of approximately $7,000,000 for its 7,000,000 Private Placement Warrants to purchase shares of GX Class A Common Stock and that such Private Placement Warrants will expire worthless if a business combination is not consummated by May 23, 2021;

•        that, at the Closing, we will enter into the Registration Rights Agreement, which provides for registration rights to the Sponsor and its permitted transferees;

•        the continued indemnification of current directors and officers of GX and the continuation of directors’ and officers’ liability insurance after the Business Combination;

•        the fact that our Sponsor, officers and directors will be reimbursed for out-of-pocket expenses incurred in connection with activities on our behalf, such as identifying potential target businesses and performing due diligence on suitable business combinations; and

•        the fact that our Sponsor, officers and directors will lose their entire investment in us if our initial business combination is not completed.

These interests may influence GX’s directors in making their recommendation that you vote in favor of the approval of the Business Combination and the transactions contemplated thereby. GX’s directors were aware of and considered these interests, among other matters, in evaluating the Business Combination, and in recommending to GX stockholders that they approve the Business Combination. GX stockholders should take these interests into account in deciding whether to approve the Business Combination.

Q:     Did the GX Board obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?

A:     The GX Board did not obtain a third-party valuation or fairness opinion in connection with its determination to approve the Business Combination. The GX Board believes that based upon the financial skills and background of its directors, it was qualified to conclude that the Business Combination was fair from a financial perspective to its stockholders. The GX Board also determined, without seeking a valuation from a financial advisor, that Celularity’s fair market value was at least 80% of the assets held in the Trust Account (excluding the deferred underwriting discount held in, and taxes payable on the income earned on, the Trust Account). Accordingly, investors will be relying on the judgment of the GX Board as described above in valuing Celularity’s business and assuming the risk that the GX Board may not have properly valued such business.

10

Table of Contents

Q:     What happens if the Business Combination Proposal is not approved?

A:     If the Business Combination Proposal is not approved and GX does not consummate a business combination by May 23, 2021, or amend its Existing Charter to extend the date by which GX must consummate our initial business combination, GX will be required to dissolve and liquidate the Trust Account.

Q:     Do I have redemption rights?

A:     If you are a holder of Public Shares, you may redeem your Public Shares for cash equal to your pro rata share of the aggregate amount on deposit in the Trust Account, which holds the proceeds of the IPO, as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account and not previously released to GX to pay its franchise and income taxes and for working capital purposes, upon the consummation of the Business Combination. The per share amount GX will distribute to holders who properly redeem their shares will not be reduced by the deferred underwriting commissions GX will pay to the underwriter of its IPO if the Business Combination is consummated. Holders of the outstanding Public Warrants do not have redemption rights with respect to such warrants in connection with the Business Combination. Our Sponsor, officers and directors have agreed to waive their redemption rights with respect to their shares of GX Class B Common Stock and any Public Shares that they may have acquired during or after the IPO in connection with the completion of GX’s initial business combination. The shares of GX Class B Common Stock will be excluded from the pro rata calculation used to determine the per share redemption price. For illustrative purposes, based on funds in the Trust Account as of February 28, 2021 of approximately $291.8 million, the estimated per share redemption price would have been approximately $10.15. This is greater than the $10.00 IPO price of GX Units. Additionally, Public Shares properly tendered for redemption will only be redeemed if the Business Combination is consummated; otherwise holders of such shares will only be entitled to a pro rata portion of the Trust Account (including interest but net of taxes payable and dissolution expenses) in connection with the liquidation of the Trust Account. If the Business Combination is not consummated, GX may enter into an alternative business combination and close such transaction by May 23, 2021 (subject to the requirements of law).

Q:     Is there a limit on the number of shares I may redeem?

A:     A Public Stockholder, together with any of his or her affiliates or any other person with whom he or she is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act) will be restricted from seeking redemption rights with respect to 15% or more of the Public Shares. Accordingly, all shares in excess of 15% of the Public Shares owned by a holder will not be redeemed. On the other hand, a Public Stockholder who holds less than 15% of the Public Shares may redeem all of the Public Shares held by him or her for cash.

Q:     Will how I vote affect my ability to exercise redemption rights?

A:     No. You may exercise your redemption rights whether you vote your Public Shares for or against the Business Combination Proposal or do not vote your shares. As a result, the Business Combination Proposal can be approved by stockholders who will redeem their Public Shares and no longer remain stockholders, leaving stockholders who choose not to redeem their Public Shares holding shares in a company with a less liquid trading market, fewer stockholders, less cash and the potential inability to meet the listing standards of Nasdaq.

Q:     How do I exercise my redemption rights?

A:     In order to exercise your redemption rights, you must, (i) (A) hold Public Shares, or (B) if you hold Public Shares through GX Units, elect to separate your GX Units into the underlying Public Shares and warrants prior to exercising your redemption rights with respect to the Public Shares and (ii) prior to 5:00 p.m. Eastern time on           , 2021 (two business days before the special meeting), (A) submit a written request to GX’s transfer agent that GX redeem your Public Shares for cash and (B) deliver your stock to GX’s transfer agent physically or electronically through The Depository Trust Company (“DTC”). The address of Continental Stock Transfer & Trust Company (“CST”), GX’s transfer agent, is listed under the question “Who can help answer my questions?” below. GX requests that any request for redemption include the identity as to the beneficial owner making such request. Electronic delivery of your stock generally will be faster than delivery of physical stock certificates.

11

Table of Contents

A physical stock certificate will not be needed if your stock is delivered to GX’s transfer agent electronically. In order to obtain a physical stock certificate, a stockholder’s broker and/or clearing broker, DTC and GX’s transfer agent will need to act to facilitate the request. It is GX’s understanding that stockholders should generally allot at least one week to obtain physical certificates from the transfer agent. However, because GX does not have any control over this process or over the brokers or DTC, it may take significantly longer than one week to obtain a physical stock certificate. If it takes longer than anticipated to obtain a physical certificate, stockholders who wish to redeem their shares may be unable to obtain physical certificates by the deadline for exercising their redemption rights and thus will be unable to redeem their shares.

Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with GX’s consent, until the vote is taken with respect to the Business Combination. If you delivered your shares for redemption to GX’s transfer agent and decide within the required timeframe not to exercise your redemption rights, you may request that GX’s transfer agent return the shares (physically or electronically). You may make such request by contacting GX’s transfer agent at the phone number or address listed under the question “Who can help answer my questions?

Q:     What are the U.S. federal income tax consequences of exercising my redemption rights?

A:     It is expected that a U.S. holder (as defined in the section entitled “U.S. Federal Income Tax Considerations of the Redemption”) that exercises its redemption rights to receive cash from the Trust Account in exchange for its GX Class A Common Stock will generally be treated as selling such GX Class A Common Stock resulting in the recognition of capital gain or capital loss. There may be certain circumstances, however, in which the redemption may be treated as a distribution for U.S. federal income tax purposes, depending on the amount of GX Class A Common Stock that such U.S. holder owns or is deemed to own (including through the ownership of warrants). For a more complete discussion of the U.S. federal income tax considerations of an exercise of redemption rights, see the section entitled “U.S. Federal Income Tax Considerations of the Redemption.”

Q:     If I hold GX Warrants, can I exercise redemption rights with respect to my warrants?

A:     No. There are no redemption rights with respect to the GX Warrants.

Q:     Do I have appraisal rights if I object to the proposed Business Combination?

A:     No. There are no appraisal rights available to holders of shares of GX Common Stock or GX Warrants in connection with the Business Combination.

Q:     What happens to the funds held in the Trust Account upon consummation of the Business Combination?

A:     If the Business Combination is consummated, the funds held in the Trust Account will be released to pay (i) GX stockholders who properly exercise their redemption rights and (ii) certain expenses incurred by Celularity and GX in connection with the Business Combination, to the extent not otherwise paid prior to the Closing. Any additional funds available for release from the Trust Account will be used for general corporate purposes of New Celularity following the Business Combination.

Q:     What happens if a substantial number of the Public Stockholders vote in favor of the Business Combination Proposal and exercise their redemption rights?

A:     Our Public Stockholders are not required to vote “FOR” the Business Combination in order to exercise their redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the Trust Account and the number of Public Stockholders are reduced as a result of redemptions by Public Stockholders.

In no event will GX redeem Public Shares in an amount that would cause our net tangible assets to be less than $5,000,001 after giving effect to the Business Combination.

Additionally, as a result of redemptions, holders of New Celularity Common Stock may be left holding shares in a company with a less liquid trading market, fewer stockholders, less cash and the potential inability to meet the listing standards of Nasdaq.

12

Table of Contents

Q:     What happens if the Business Combination is not consummated?

A:     There are certain circumstances under which the Merger Agreement may be terminated. See the section entitled “The Merger Agreement and Plan of Reorganization — Conditions to Closing; Termination — Termination” for information regarding the parties’ specific termination rights.

If, as a result of the termination of the Merger Agreement or otherwise, GX is unable to complete a business combination by May 23, 2021 or obtain the approval of GX stockholders to extend the deadline for GX to consummate our initial business combination, the Existing Charter provides that GX will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available funds therefor, redeem 100% of the outstanding Public Shares in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including interest not previously released to GX to pay its taxes (less up to $100,000 of such net interest to pay dissolution expenses), by (B) the total number of then outstanding Public Shares, which redemption will completely extinguish rights of the Public Stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the GX Board in accordance with applicable law, dissolve and liquidate, subject in each case to GX’s obligations under the DGCL to provide for claims of creditors and other requirements of applicable law. See the sections entitled “Risk Factors — Risks Related to GX and the Business Combination — GX may not be able to complete an initial business combination within the prescribed time frame, in which case it would cease all operations except for the purpose of winding up and it would redeem the Public Shares and liquidate, in which case the Public Stockholders may only receive $10.00 per share, or less than such amount in certain circumstances, and the Public Warrants will expire worthless” and “— GX stockholders may be held liable for claims by third parties against GX to the extent of distributions received by them upon redemption of their shares”. Our Sponsor, officers and directors have waived any right to any liquidation distribution with respect to those shares.

In the event of liquidation, there will be no distribution with respect to outstanding GX Warrants. Accordingly, the GX Warrants will expire worthless.

Q:     When is the Business Combination expected to be completed?

A:     It is currently anticipated that the Business Combination will be consummated promptly following the special meeting of stockholders, provided that all other conditions to the consummation of the Business Combination have been satisfied or waived.

For a description of the conditions to the completion of the Business Combination, see the section entitled “The Merger Agreement and Plan of Reorganization — Conditions to Closing; Termination — Conditions to Closing”.

Q:     What do I need to do now?

A:     You are urged to carefully read and consider the information contained in this proxy statement/prospectus, including the financial statements, “Risk Factors” and annexes attached hereto, and to consider how the Business Combination will affect you as a stockholder. You should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus on the enclosed proxy card or, if you hold your shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee.

Q:     How do I vote?

A:     If you were a holder of record of GX Common Stock on           , 2021, the record date for the special meeting of stockholders, you may vote with respect to the applicable proposals in person online at the special meeting of stockholders or by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. If you choose to participate in the special meeting, you can vote your shares electronically during the special meeting via live webcast by visiting https://www.cstproxy.com/gxacquisitioncorp/sm2021. You will need the 12-digit meeting control number that is printed on your proxy card to enter the special meeting. GX recommends that you log in at least 15 minutes before the special meeting to ensure you are logged in when the special meeting starts.

13

Table of Contents

If on the record date your shares were held, not in your name, but rather in an account at a brokerage firm, bank, dealer or other similar organization, then you are the beneficial owner of shares held in “street name” and these proxy materials are being forwarded to you by that organization. As a beneficial owner, you have the right to direct your broker or other agent on how to vote the shares in your account. You are also invited to attend the special meeting in person online. However, since you are not the stockholder of record, you may not vote your shares in person online at the special meeting unless you first request and obtain a valid legal proxy from your broker or other agent. You must then e-mail a copy (a legible photograph is sufficient) of your legal proxy to CST at proxy@continentalstock.com. Beneficial owners who e-mail a valid legal proxy will be issued a 12-digit meeting control number that will allow them to register to attend and participate in the special meeting. Beneficial owners who wish to attend the special meeting in person online should contact CST no later than           , 2021 to obtain this information.

Q:     What will happen if I abstain from voting or fail to vote at the special meeting?

A:     At the special meeting of stockholders, GX will count a properly executed proxy marked “ABSTAIN” with respect to a particular proposal as present for purposes of determining whether a quorum is present. For purposes of approval, an abstention or failure to vote will have the same effect as a vote against each of the Business Combination Proposal and the Charter Proposals, and will have no effect on any of the other proposals.

Q:     What will happen if I sign and return my proxy card without indicating how I wish to vote?

A:     Signed and dated proxies received by GX without an indication of how the stockholder intends to vote on a proposal will be voted in favor of each proposal presented to the stockholders.

Q:     How can I attend the special meeting?

A:     You may attend the special meeting and vote your shares in person online during the special meeting via live webcast by visiting https://www.cstproxy.com/gxacquisitioncorp/sm2021. As a registered stockholder, you received a proxy card from CST, which contains instructions on how to attend the special meeting in person online, including the URL address, along with your 12-digit meeting control number. You will need the 12-digit meeting control number that is printed on your proxy card to enter the special meeting. If you do not have your 12-digit meeting control number, contact CST at 917-262-2373 or e-mail CST at proxy@continentalstock.com. Please note that you will not be able to physically attend the special meeting in person, but may attend the special meeting in person online by following the instructions below.

You can pre-register to attend the special meeting in person online starting           , 2021. Enter the URL address into your browser, and enter your 12-digit meeting control number, name and email address. Once you pre-register you can vote or enter questions in the chat box. Prior to or at the start of the special meeting you will need to re-log in using your 12-digit meeting control number and will also be prompted to enter your 12-digit meeting control number if you vote in person online during the special meeting. GX recommends that you log in at least 15 minutes before the special meeting to ensure you are logged in when the special meeting starts.

If your shares are held in “street name”, you may attend the special meeting. You will need to contact CST at the number or email address above, to receive a 12-digit meeting control number and gain access to the special meeting or otherwise contact your broker, bank, or other nominee as soon as possible, to do so. Please allow up to 72 hours prior to the special meeting for processing your 12-digit meeting control number.

If you do not have Internet capabilities, you can listen only to the special meeting by dialing 1 888-965-8995 (toll-free) if within the U.S. or Canada, or +1 415-655-0243 (standard rates apply) if outside of the U.S. and Canada, when prompted enter the pin 19164162#. This is listen only, you will not be able to vote or enter questions during the special meeting.

Q:     Do I need to attend the special meeting of stockholders in person online to vote my shares?

A:     No. You are invited to attend the special meeting in person online to vote on the proposals described in this proxy statement/prospectus. However, you do not need to attend the special meeting of stockholders in person online to vote your shares. Instead, you may submit your proxy by signing, dating and returning the applicable enclosed proxy card(s) in the pre-addressed postage-paid envelope. Your vote is important. GX encourages you to vote as soon as possible after carefully reading this proxy statement/prospectus.

14

Table of Contents

Q:     If I am not going to attend the special meeting of stockholders in person online, should I return my proxy card instead?

A:     Yes. After carefully reading and considering the information contained in this proxy statement/prospectus, please submit your proxy, as applicable, by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.

Q:     If my shares are held in “street name”, will my broker, bank or nominee automatically vote my shares for me?

A:     No. If your broker holds your shares in its name and you do not give the broker voting instructions, under the applicable stock exchange rules, your broker may not vote your shares on any of the proposals. If you do not give your broker voting instructions and the broker does not vote your shares, this is referred to as a “broker non-vote”. Broker non-votes will not be counted for purposes of determining the presence of a quorum at the special meeting of stockholders. Your bank, broker, or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares in accordance with directions you provide. However, in no event will a broker non-vote have the effect of exercising your redemption rights for a pro rata portion of the Trust Account, and therefore no shares as to which a broker non-vote occurs will be redeemed in connection with the proposed Business Combination.

Q:     May I change my vote after I have mailed my signed proxy card?

A:     Yes. You may change your vote by sending a later-dated, signed proxy card to GX’s Secretary at the address listed below prior to the vote at the special meeting of stockholders, or attend the special meeting and vote in person online. You also may revoke your proxy by sending a notice of revocation to GX’s Secretary, provided such revocation is received prior to the vote at the special meeting. If your shares are held in street name by a broker or other nominee, you must contact the broker or nominee to change your vote.

Q:     What should I do if I receive more than one set of voting materials?

A:     You may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast your vote with respect to all of your shares.

Q:     What is the quorum requirement for the special meeting of stockholders?

A:     A quorum will be present at the special meeting of stockholders if a majority of the GX Common Stock outstanding and entitled to vote at the special meeting is represented in person online or by proxy. In the absence of a quorum, the chairman of the meeting has the power to adjourn the special meeting.

As of the record date for the special meeting, 17,968,751 shares of GX Common Stock would be required to achieve a quorum.

Your shares will be counted towards the quorum only if you submit a valid proxy (or your broker, bank or other nominee submits one on your behalf) or if you vote in person online at the special meeting of stockholders. Abstentions will be counted towards the quorum requirement but broker non-votes will not. If there is no quorum, the chairman of the meeting may adjourn the special meeting to another date.

Q:     What happens to the GX Warrants I hold if I vote my shares of GX Common Stock against approval of the Business Combination Proposal and validly exercise my redemption rights?

A:     Properly exercising your redemption rights as a GX stockholder does not result in either a vote “FOR” or “AGAINST” the Business Combination Proposal. If the Business Combination is not completed, you will continue to hold your GX Warrants, and if GX does not otherwise consummate our initial business combination by May 23, 2021 or obtain the approval of GX stockholders to extend the deadline for GX to consummate our initial business combination, GX will be required to dissolve and liquidate, and your GX Warrants will expire worthless.

15

Table of Contents

Q:     Following the Business Combination, will GX securities continue to trade on a stock exchange?

A:     Yes. We anticipate that, following the Business Combination, GX Class A Common Stock and Public Warrants will continue trading on the Nasdaq under the new symbols “CELU” and “CELUW”, respectively. The GX Units will automatically separate into the component securities upon consummation of the Business Combination and, as a result, will no longer trade as a separate security.

Q:     How does the Sponsor intend to vote on the proposals?

A:     Our Sponsor, directors and officers have agreed to vote any shares of GX Common Stock owned by them in favor of the Business Combination, including their shares of GX Class B Common Stock and any Public Shares purchased after our IPO (including in open market and privately negotiated transactions). As of the record date, our Sponsor, officers and directors beneficially own an aggregate of approximately 20% of the outstanding shares of GX Common Stock.

Q:     Who will solicit and pay the cost of soliciting proxies?

A:     GX will pay the cost of soliciting proxies for the special meeting. GX has engaged Morrow Sodali LLC (“Morrow”) to assist in the solicitation of proxies for the special meeting. GX has agreed to pay Morrow a fee of up to $30,000, plus Morrow’s out-of-pocket expenses. GX will reimburse Morrow for reasonable out-of-pocket expenses and will indemnify Morrow and its affiliates against certain claims, liabilities, losses, damages and expenses. GX will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of shares of the Public Shares for their expenses in forwarding soliciting materials to beneficial owners of Public Shares and in obtaining voting instructions from those owners. GX’s directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

Q:     Who can help answer my questions?

A:     If you have questions about the stockholder proposals, or if you need additional copies of this proxy statement/prospectus, the proxy card or the consent card you should contact our proxy solicitor at:

Morrow Sodali LLC
470 West Avenue
Stamford, Connecticut 06902
Tel: (800) 662-5200 (toll-free) or
(203) 658-9400 (banks and brokers can call collect)
Email: GXGX.info@investor.morrowsodali.com

You may also contact GX at:

Jay R. Bloom, Co-Chairman and Chief Executive Officer
GX Acquisition Corp.
1325 Avenue of the Americas, 25th Floor
New York, NY 10019
Tel: (212) 616-3700
Email: jay.bloom@trimarancapital.com

To obtain timely delivery, GX’s stockholders and warrantholders must request the materials no later than five business days prior to the special meeting.

You may also obtain additional information about GX from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information”.

16

Table of Contents

If you intend to seek redemption of your Public Shares, you will need to send a letter demanding redemption and deliver your stock (either physically or electronically) to GX’s transfer agent prior to 5:00 p.m., New York time, on the second business day prior to the special meeting of stockholders. If you have questions regarding the certification of your position or delivery of your stock, please contact:

Continental Stock Transfer & Trust Company
One State Street Plaza, 30
th Floor
New York, New York 10004
Attention: Mark Zimkind
E-mail: mzimkind@continentalstock.com

17

Table of Contents

SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

This summary highlights selected information from this proxy statement/prospectus and does not contain all of the information that is important to you. To better understand the Business Combination and the proposals to be considered at the special meeting, you should read this entire proxy statement/prospectus carefully, including the annexes. See also the section entitled “Where You Can Find More Information”.

Parties to the Business Combination

GX

GX is a blank check company incorporated in Delaware on August 24, 2018 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving GX and one or more businesses. Upon the Closing, GX intends to change its name to Celularity Inc.

GX Units, GX Class A Common Stock and Public Warrants are currently listed on the Nasdaq, under the symbols “GXGXU”, “GXGX” and “GXGXW”, respectively. GX has applied to continue the listing of GX Class A Common Stock and Public Warrants on the Nasdaq under the symbols “CELU” and “CELUW”, respectively, upon the Closing. The GX Units will automatically separate into the component securities upon consummation of the Business Combination and, as a result, will no longer trade as a separate security.

The mailing address of GX’s principal executive office is 1325 Avenue of the Americas, 25th Floor, New York, NY 10019 and its phone number is (212) 616-3700.

Celularity

Celularity is a clinical-stage biotechnology company leading the next evolution in cellular medicine by developing off-the-shelf placental-derived allogeneic T cells engineered with a chimeric antigen receptor (“CAR”) (“CAR-T”) cells, natural killer (“NK”) cells, and mesenchymal-like adherent stromal cells (“ASCs”), targeting indications across cancer, infectious and degenerative diseases. Celularity believes that by harnessing the placenta’s unique biology and ready availability, it will be able to develop therapeutic solutions that address a significant unmet global need for effective, accessible and affordable therapeutics. Celularity currently has three active and enrolling clinical trials and plans to submit three additional investigational new drug (“IND”) applications in 2021.

The Celularity IMPACT platform capitalizes on the benefits of placenta-derived cells to target multiple diseases, and provides seamless integration, from bio sourcing through manufacturing cryopreserved and packaged allogeneic cells, which Celularity handles at its purpose-built U.S.-based approximately 150,000 square foot facility. Celularity believes the use of placental-derived cells, sourced from full-term healthy donors, has potential inherent advantages, both from an economic and scientific perspective. Relative to adult-derived cells, placental-derived cells have demonstrated greater stemness, which means the ability to expand and persist. Further, their immunological naïveté, meaning having an immune system that has never been exposed to a specific antigen, may allow for potentially less toxicity.

Celularity’s placental-derived cells are allogeneic, meaning they are intended for use in any patient, as compared to autologous cells, which are derived from an individual patient for that patient’s sole use. Celularity believes this a key difference that will enable readily available off-the-shelf treatments that can be delivered faster, more reliably, at greater scale and to more patients.

In addition, Celularity also has non-core legacy operations that are complementary to its work in placenta-derived cell therapeutics, including its biobanking operations, directly or through its exclusive distributor.

The mailing address of Celularity’s principal executive office is 170 Park Avenue, Florham Park, New Jersey 07932, and its telephone number is (908) 768-2170.

For more information about Celularity, see the sections entitled “Information About Celularity” and “Celularity’s Management’s Discussion and Analysis of Financial Condition and Results of Operation”.

18

Table of Contents

The Business Combination

The Merger Agreement

The following summary provides an overview of key aspects of the Merger Agreement. For more information about the Merger Agreement and the Business Combination and other transactions contemplated thereby, see the sections entitled “Proposals to be Considered by GX’s Stockholders Proposal No. 1 — The Business Combination Proposal” and “The Merger Agreement and Plan of Reorganization”. A copy of the Merger Agreement is attached to this proxy statement/prospectus as Annex A.

The aggregate merger consideration payable to stockholders of Celularity upon closing of the Business Combination (the “Closing”) consists of up to 147,803,331 newly issued shares of GX Class A Common Stock valued at approximately $10.15 per share.

Immediately prior to the Effective Time, Celularity will cause each share of Celularity Preferred Stock that is issued and outstanding immediately prior to the Effective Time to be automatically converted into a number of shares of Celularity Common Stock at the then-effective conversion rate as calculated pursuant to the Amended and Restated Certificate of Incorporation of Celularity, dated March 16, 2020, as may be amended, restated or otherwise modified from time to time. All of the shares of Celularity Preferred Stock converted into shares of Celularity Common Stock will no longer be outstanding and will cease to exist, and each holder of shares of Celularity Preferred Stock will thereafter cease to have any rights with respect to such securities.

At the Effective Time, by virtue of the First Merger and without any action on the part of GX, First Merger Sub, Celularity or the holders of any of the following securities:

(a)     each share of Celularity Common Stock (including shares of Celularity Common Stock resulting from the conversion of shares of Celularity Preferred Stock described above) that is issued and outstanding immediately prior to the Effective Time will be canceled and converted into the right to receive the number of shares of GX Class A Common Stock equal to the Exchange Ratio (as defined below) (the “Per Share Merger Consideration”);

(b)    each share of Celularity Capital Stock held in the treasury of Celularity will be canceled without any conversion thereof and no payment or distribution will be made with respect thereto;

(c)     each share of First Merger Sub common stock, par value $0.01 per share, issued and outstanding immediately prior to the Effective Time will be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock, par value $0.0001 per share, of the Surviving Corporation;

(d)    each Celularity Warrant (as to which no notice of exercise has been delivered to Celularity prior to the Closing) that is outstanding immediately prior to the Effective Time (and which would otherwise be exercisable in accordance with its terms immediately following the Effective Time), will, to the extent consistent with the terms of such Celularity Warrant, represent the right to purchase shares of GX Class A Common Stock (and not Celularity Capital Stock) (each, a “Converted Warrant”) on the same terms and conditions (including exercisability terms) as were applicable to such Celularity Warrant immediately prior to the Effective Time, except that (A) each Converted Warrant will be exercisable for that number of shares of GX Class A Common Stock equal to the product (rounded down to the nearest whole number) of (1) the number of shares of Celularity Common Stock that would be issuable upon the exercise of a Celularity Warrant for cash and assuming the conversion of the Series B Preferred Stock underlying such outstanding Celularity Warrant into Celularity Common Stock (the “Celularity Warrant Shares”) subject to the Celularity Warrant immediately prior to the Effective Time and (2) the Exchange Ratio (as defined below); and (B) the per share exercise price for each share of GX Class A Common Stock issuable upon exercise of the Converted Warrant will be equal to the quotient (rounded up to the nearest whole cent) obtained by dividing (1) the per share exercise price for each share of Series B Preferred Stock issuable upon exercise of such Celularity Warrant immediately prior to the Effective Time by (2) the Exchange Ratio (as defined below); and

19

Table of Contents

(e)     each Celularity Option that is outstanding immediately prior to the Effective Time will be assumed by GX and converted into an option to purchase shares of GX Class A Common Stock (each, a “Converted Option”), except that the assumption and conversion of any such Celularity Options that are incentive stock options under Section 422 of the Code will be effected in a manner that is intended to be consistent with the applicable requirements of Section 424 of the Code and the applicable regulations promulgated thereunder. Each Converted Option will have and be subject to the same terms and conditions (including vesting and exercisability terms) as were applicable to such Celularity Option immediately before the Effective Time, except that (x) each Celularity Option will be exercisable for that number of shares of GX Class A Common Stock equal to the product (rounded down to the nearest whole number) of (1) the number of shares of Celularity Common Stock subject to the Celularity Option immediately before the Effective Time and (2) the Exchange Ratio (as defined below); and (y) the per share exercise price for each share of GX Class A Common Stock issuable upon exercise of the Converted Option will be equal to the quotient (rounded up to the nearest whole cent) obtained by dividing (1) the exercise price per share of Celularity Common Stock of such Celularity Option immediately before the Effective Time by (2) the Exchange Ratio (as defined below); except that the exercise price and the number of shares of GX Class A Common Stock purchasable under each Converted Option will be determined in a manner consistent with the requirements of Section 409A of the Code and the applicable regulations promulgated thereunder.

(f)     “Celularity Reference Share Value” means a dollar amount equal to (i) the sum of (a) $1,250,000,000 plus (b) the aggregate dollar amount payable to Celularity upon the exercise of all Celularity Options and Celularity Warrants (as to which no notice of exercise has been delivered to Celularity prior to the Closing) that are outstanding immediately prior to the Effective Time (and which would otherwise be exercisable in accordance with its terms immediately following the Effective Time), calculated by adding the sum of all exercise prices under such Celularity Options and Celularity Warrants (the “Aggregate Exercise Price”) divided by (ii) the number of Fully Diluted Celularity Shares.

(g)    “Exchange Ratio” means the quotient obtained by dividing (i) the Celularity Reference Share Value, by (ii) a dollar amount equal to the quotient obtained by dividing (a) the aggregate amount on deposit in the Trust Account as of two business days prior to the Closing Date, including interest earned on the funds held in the Trust Account and not previously released to GX to pay its taxes by (b) the shares of GX Class A Common Stock issued and sold as part of GX Units in the IPO contemplated by the prospectus that remain outstanding as of two business days prior to the Closing Date.

(h)    “Fully Diluted Celularity Shares” means, as of the Effective Time, a number of shares of Celularity Common Stock determined as follows without duplication, and expressed in each case on a fully diluted and as-converted to Celularity Common Stock basis: (i) the number of shares of Celularity Common Stock outstanding immediately prior to the Effective Time, (ii) the number of shares of Celularity Common Stock issuable in respect of all unexpired, issued and outstanding Celularity Options, (iii) the number of shares of Celularity Common Stock issuable upon the conversion of the Celularity Preferred Stock pursuant to the Merger Agreement (including in respect of any Celularity Warrant Shares issued upon the exercise of a Celularity Warrant prior to or in connection with the Closing) and (iv) the Celularity Warrant Shares to the extent the related Celularity Warrant remains outstanding immediately prior to the Effective Time and which would otherwise be exercisable in accordance with its terms immediately following the Effective Time.

Representations, Warranties and Covenants

The Merger Agreement contains customary representations, warranties and covenants by Celularity, GX, First Merger Sub and Second Merger Sub. The Merger Agreement includes a mutual exclusivity provision between (a) Celularity and (b) GX, First Merger Sub and Second Merger Sub.

Conditions to the Closing

The consummation of the Business Combination contemplated by the Merger Agreement is subject to certain conditions, among others: (i) approval by GX’s stockholders and by Celularity’s stockholders, (ii) GX having at least $5,000,001 of net tangible assets as of the effective time of the consummation of the Business Combination, (iii) the expiration or termination of the waiting period under the HSR Act, (iv) the listing of the shares of GX Class A Common

20

Table of Contents

Stock to be issued in connection with the Closing on Nasdaq and the effectiveness of the registration statement of which this proxy statement/prospectus forms a part, (v) the receipt of certain consents, approvals and authorizations required from applicable governmental authorities and (vi) the effectiveness or execution, as applicable, of the agreements and certificates relating to the Business Combination contemplated by the Merger Agreement.

Termination

The Merger Agreement may be terminated under certain customary and limited circumstances prior to the consummation of the Business Combination, including (i) by mutual written consent of the parties, (ii) by either GX or Celularity if (a) the consummation of the Business Combination has not occurred on or prior to May 20, 2021 (the “Initial Outside Date”, and as it may be extended, the “Outside Date”); except that, if prior to such date, GX’s stockholders have approved extending the deadline by which it must complete the Business Combination, then the Initial Outside Date may be extended by either GX or Celularity upon written notice to the other to the earlier of such deadline and June 30, 2021, (b) a final and nonappealable order has been issued or governmental action permanently restrains, enjoins or otherwise prohibits the Business Combination or (c) GX’s stockholder approval is not obtained, (iii) by Celularity upon a breach by GX, First Merger Sub or Second Merger Sub if such breach gives rise to a failure of a closing condition and cannot or has not been cured within 30 days’ notice by Celularity and (iv) by GX (a) upon a breach by Celularity if such breach gives rise to a failure of a closing condition and cannot or has not been cured within 30 days’ notice by GX, (b) if Celularity fails to obtain the Celularity Stockholder Approval (as defined below) within five business days after the registration statement, of which this proxy statement/prospectus forms a part, becomes effective (the “Celularity Stockholder Vote Termination”) or (c) the Stockholder Support Agreements have not been delivered by a number of Celularity stockholders sufficient to deliver the Celularity Stockholder Approval within 24 hours of the execution and delivery of the Merger Agreement.

Effect of Termination

In the event of the termination of the Merger Agreement, the Merger Agreement will become void and have no effect, without any liability on the part of any party thereto or its respective affiliates, officers, directors, employees or stockholders, other than liability of any party thereto for any willful breach of the Merger Agreement by such party prior to such termination.

GX Bylaws Amendment

GX has agreed to amend and restate its bylaws at the Closing. A copy of the proposed form of GX’s amended and restated bylaws is attached as Annex C to this proxy statement/prospectus (the “Amended and Restated Bylaws”). For more information about the Amended and Restated Bylaws, please see the section entitled “Description of GX’s Securities”.

Other Agreements Related to the Merger Agreement

Stockholder Support Agreements

On January 8, 2021, in connection with the execution of the Merger Agreement, GX, Celularity and stockholders of Celularity holding approximately 82% of Celularity Capital Stock outstanding as of the date of the Merger Agreement entered into Stockholder Support Agreements, pursuant to which, among other things and subject to the terms and conditions therein, such Celularity stockholders have agreed to (a) vote or provide their written consent for approval and adoption of the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Business Combination, subject to certain customary exceptions, (b) not to transfer any of their shares of Celularity Capital Stock (or enter into any arrangement with respect thereto), subject to certain customary exceptions, (c) enter into any arrangement that is inconsistent with the Stockholder Support Agreements and (d) not to commence, join in, facilitate, assist or encourage and take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against GX, First Merger Sub, Second Merger Sub, Celularity or any of their respective successors or directors (x) challenging the validity of, or seeking to enjoin the operation of, any provision of the Stockholder Support Agreements, or (y) alleging a breach of any fiduciary duty of any person in connection with the evaluation, negotiation or entry into the Merger Agreement.

21

Table of Contents

For more information about the Stockholder Support Agreements, see the section entitled “Certain Agreements Related to the Business Combination — Stockholder Support Agreements”.

Sponsor Support Agreement

On January 8, 2021, in connection with the execution of the Merger Agreement, Celularity, GX, the Sponsor and the officers and directors of GX executed the Sponsor Support Agreement, a copy of which is attached to this proxy statement/prospectus as Annex G, pursuant to which, among other things, the Sponsor and the officers and directors of GX have agreed (a) to vote their shares of GX Common Stock in favor of the adoption of the Merger Agreement and the approval of the Business Combination contemplated by the Merger Agreement, as well as the proposals set forth in this proxy statement/prospectus, subject to certain customary conditions, (b) not to transfer any of their subject shares (or enter into any arrangement with respect thereto), subject to certain customary exceptions and (c) to waive, to the fullest extent permitted by law, the ability to adjust the Initial Conversion Ratio (as defined in the Existing Charter) pursuant to the terms of the Existing Charter in connection with the issuance of additional GX Class A Common Stock in the transactions contemplated by the Merger Agreement.

For more information about the Sponsor Support Agreement, see the section entitled “Certain Agreements Related to the Business Combination — Sponsor Support Agreement”.

PIPE Subscription Agreements

On January 8, 2021, concurrently with the execution of the Merger Agreement, GX entered into separate subscription agreements (the “Subscription Agreements”) with investors (each, a “PIPE Investor”), pursuant to which the PIPE Investors agreed to purchase, and GX agreed to sell to the PIPE Investors, an aggregate of 8,340,000 shares of GX Class A Common Stock (the “PIPE Shares”), for a purchase price of $10.00 per share and an aggregate purchase price of $83,400,000, in the PIPE Financing, a portion of which is expected to be funded by (i) existing Celularity investors and affiliates (the “Celularity-Related PIPE Investors”) and (ii) certain additional investors. In comparison, the $10.00 per share purchase price of the PIPE Shares is equal to the price per unit offered to our Public Stockholders to acquire GX Units in the IPO; however, unlike the GX Units issued in our IPO, the PIPE Shares do not include one-half of one redeemable warrant to acquire GX Common Stock or any redemption right, among other things.

The Subscription Agreements are all substantially similar to the form of Subscription Agreement attached to this proxy statement/prospectus as Annex H. The closing of the sale of the PIPE Shares (the “PIPE Closing”) pursuant to the Subscription Agreements is expected to occur substantially concurrently with the Closing and is conditioned upon, among other customary closing conditions, the consummation of the Business Combination and certain applicable regulatory approvals.

The Subscription Agreements for the PIPE Investors (other than the Celularity-Related PIPE Investors, whose registration rights are governed by the Registration Rights Agreement (defined below)), provide for certain registration rights. In particular, New Celularity is required to, as soon as practicable but no later than 15 business days after the Closing, submit or file with the SEC a registration statement registering the resale of the PIPE Shares. Additionally, New Celularity is required to use its reasonable best efforts to have such registration statement declared effective by the SEC as soon as reasonably practicable after the filing thereof but no later than the earlier of (i) the 15th business day following the filing date thereof if the SEC notifies New Celularity that it will “review” such registration statement and (ii) the 10th business day after the date New Celularity is notified (orally or in writing, whichever is earlier) by the SEC that such registration statement will not be “reviewed” or will not be subject to further review. New Celularity must use commercially reasonable efforts to keep the registration statement effective until the earliest of: (A) the date the PIPE Investors no longer hold any registrable shares, (B) the date all registrable shares held by the PIPE Investors may be sold without restriction under Rule 144 and (C) two years from the date of effectiveness of the registration statement.

The Subscription Agreements will terminate with no further force and effect upon the earliest to occur of: (a) such date and time as the Merger Agreement is terminated in accordance with its terms; (b) the mutual written agreement of the parties to such Subscription Agreement; (c) if any of the conditions to closing set forth in such Subscription Agreement are not satisfied on or prior to the Closing and, as a result thereof, the transactions contemplated by the Subscription Agreement fail to occur; (d) the Outside Date if the Closing has not occurred by such date; and (e) with respect to certain PIPE Investors, by written notice of any such PIPE Investor to GX in the event the Merger Agreement is amended, supplemented or modified on or after the date hereof in a manner that materially adversely affects such PIPE Investor without the prior written consent of such PIPE Investor.

22

Table of Contents

GX is relying on the exemption under Section 4(a)(2) of the Securities Act for the issuance of the PIPE Shares to the PIPE Investors in the PIPE Financing. Pursuant to the Subscription Agreement, each PIPE Investor represented and warranted that it is either a “qualified institutional buyer” or an “accredited investor” as defined in the applicable SEC regulations.

For more information about the Subscription Agreements, see the section entitled “Certain Agreements Related to the Business Combination — PIPE Subscription Agreements”.

Registration Rights Agreement

In connection with the Closing, that certain registration rights agreement, dated May 20, 2019, will be amended and restated (as amended and restated, the “Registration Rights Agreement”), and New Celularity, the Sponsor, certain stockholders of Celularity (the “Target Holders”) and certain PIPE Investors (the Sponsor, the Target Holders and such PIPE Investors, collectively, the “Holders”) will enter into the Registration Rights Agreement, the form of which is attached to this proxy statement/prospectus as Annex I, at the Closing, pursuant to which the Holders of Registrable Securities (as defined in the Registration Rights Agreement), subject to certain conditions, will be entitled to registration rights. Pursuant to the Registration Rights Agreement, New Celularity will agree that, within fifteen (15) business days after the Closing, New Celularity will file with the SEC (at its sole cost and expense) a registration statement registering the resale of the Registrable Securities (the “Resale Registration Statement”), and New Celularity will use its reasonable best efforts to have the Resale Registration Statement declared effective by the SEC as soon as practicable after the filing thereof. Holders will be granted demand underwritten offering registration rights and piggyback registration rights, subject to certain requirements and customary conditions.

The Registration Rights Agreement will terminate on the earlier of (i) the seventh anniversary of the date of the Registration Rights Agreement or (ii) with respect to any party thereto, on the date that such party no longer holds any Registrable Securities.

For more information about the Registration Rights Agreement, see the section entitled “Certain Agreements Related to the Business Combination — Registration Rights Agreement”.

Lock-Up Agreements

In connection with the Closing, certain existing Celularity stockholders, including all Celularity officers, directors, and certain holders of 5% or more of the outstanding Celularity Capital Stock prior to the Closing, and their affiliates, which group in the aggregate holds more than 70.2% of the outstanding Celularity Common Stock prior to the Closing, will agree, subject to certain customary exceptions, not to (a) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act and the rules and regulations of the SEC promulgated thereunder, any shares of New Celularity Common Stock held by them immediately after the Closing, any shares of New Celularity Common Stock issuable upon the exercise of options to purchase shares of New Celularity Common Stock held by them immediately after the Closing, or any securities convertible into or exercisable or exchangeable for New Celularity Common Stock held by them immediately after the Closing, (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of such shares of New Celularity Common Stock or securities convertible into or exercisable or exchangeable for shares of New Celularity Common Stock, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise or (c) publicly announce any intention to effect any transaction specified in clause (a) or (b) until the earlier of (A) one year after the Closing or (B) subsequent to the Closing, (x) if the last sale price of New Celularity Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations or other similar transactions) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing or (y) the date on which New Celularity completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of New Celularity’s stockholders having the right to exchange their shares of New Celularity Common Stock for cash, securities or other property.

For more information about the Lock-Up Agreements, see the section entitled “Certain Agreements Related to the Business Combination — Lock-Up Agreements”.

23

Table of Contents

Board of New Celularity following the Business Combination

Upon the Closing, we anticipate that the New Celularity Board will consist of nine members, reclassified into three separate classes, with each class serving a three-year term; except with respect to the election of directors at the special meeting pursuant to Proposal No. 6 — The Election of Directors Proposal, the Class I directors will be elected to an initial one-year term (and three-year terms subsequently), the Class II directors will be elected to an initial two-year term (and three-year terms subsequently) and the Class III directors will be elected to an initial three-year term (and three-year terms subsequently). All of our existing directors of GX, except for our Co-Chairmen, Jay R. Bloom and Dean C. Kehler and Marc Mazur, have informed us that they will resign from the GX Board upon Closing.

Our board of directors has nominated the following individuals for election at our special meeting pursuant to Proposal No. 6 — The Election of Directors Proposal:

•        Class I Directors: Andrew C. von Eschenbach, M.D., Jay R. Bloom and Peter Diamandis, M.D.;

•        Class II Directors: Dean C. Kehler, Robin L. Smith, M.D. and Lim Kok Thay; and

•        Class III Directors: Robert J. Hariri, M.D., Ph.D., John Sculley and Marc Mazur

For additional details, see the sections of this proxy statement/prospectus entitled “Proposal No. 6 — The Election of Directors Proposal” and “Management After the Business Combination”.

Accounting Treatment of the Business Combination

The Business Combination will be accounted for as a reverse recapitalization in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Under this method of accounting, GX has been treated as the “acquired” company for financial reporting purposes. This determination was primarily based on existing Celularity stockholders comprising a relative majority of the voting power of the combined company, Celularity’s operations prior to the acquisition comprising the only ongoing operations of New Celularity, the majority of New Celularity’s board of directors being appointed by Celularity, and Celularity’s senior management comprising a majority of the senior management of New Celularity. Accordingly, for accounting purposes, the financial statements of the combined entity will represent a continuation of the financial statements of Celularity with the Business Combination being treated as the equivalent of Celularity issuing stock for the net assets of GX, accompanied by a recapitalization. The net assets of GX will be stated at historical costs, with no goodwill or other intangible assets recorded.

For more information, see the section entitled “The Business Combination — Accounting Treatment of the Business Combination”.

Appraisal or Dissenter’s Rights

No appraisal or dissenter’s rights are available to holders of shares of GX Common Stock or GX Warrants in connection with the Business Combination.

GX Proposals for Stockholder Approval

At the special meeting, the GX’s stockholders will be asked to separately approve the following proposals:

•        The Business Combination Proposal — a proposal to approve the adoption of the Merger Agreement and the Business Combination.

•        The Charter Proposals — four proposals to amend GX’s Existing Charter:

•        Proposal No. 2 — to increase the authorized shares of our common stock to 730,000,000 shares and authorized shares of preferred stock to 10,000,000 (“Proposal No. 2”);

•        Proposal No. 3 — to require an affirmative vote of 66 2/3% of the outstanding shares of our common stock for stockholders to (i) alter, amend, or repeal the proposed bylaws of GX and (ii) remove a director for cause (“Proposal No. 3”);

24

Table of Contents

•        Proposal No. 4 — to require an affirmative vote of 66 2/3% of the outstanding shares of Company common stock to alter, amend, or repeal Articles V, VI, and VII of the Proposed Charter (“Proposal No. 4”); and

•        Proposal No. 5 — to approve and adopt the Proposed Charter that includes the approval of Proposal 2, Proposal 3 and Proposal 4 and provides for certain additional changes, including (i) changing GX’s name from “GX Acquisition Corp.” to “Celularity Inc.” and (ii) eliminating certain provisions related to the Business Combination that will no longer be relevant following the Closing, which our board of directors believes are necessary to adequately address the needs of GX immediately following the consummation of the Business Combination (“Proposal No. 5”).

•        The Election of Directors Proposal — a proposal to elect the directors comprising the board of directors of New Celularity.

•        The Equity Incentive Plan Proposal — a proposal to approve and adopt the equity incentive award plan established to be effective after the Closing.

•        The Employee Stock Purchase Plan Proposal — a proposal to approve and adopt the employee stock purchase plan established to be effective after the Closing.

•        The Nasdaq Proposal — a proposal to approve, for purposes of complying with the applicable listing rules of the Nasdaq Stock Market, the issuance of shares of GX Class A Common Stock to the Celularity stockholders in the Mergers pursuant to the Merger Agreement and to the investors in the private offering of securities to certain investors in connection with the Business Combination.

•        The Adjournment Proposal — a proposal to approve a proposal to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the special meeting, there are not sufficient votes to approve one or more proposals presented to stockholders for vote.

For more information about these proposals, see the sections of this proxy statement/prospectus entitled “Proposals to be Considered by GX’s Stockholders Proposal No. 1 — The Business Combination Proposal”, “Proposals Nos. 2 – 5 — The Charter Proposals”, “Proposal No. 6 — The Election of Directors Proposal”, “Proposal No. 7 — The Equity Incentive Plan Proposal”, “Proposal No. 8 — The Employee Stock Purchase Plan Proposal”, “Proposal No. 9 — The Nasdaq Proposal” and “Proposal No. 10 — The Adjournment Proposal”.

Date, Time and Place of Special Meeting

The special meeting will be held on           , 2021, at            a.m., Eastern time, conducted via live webcast at the following address https://www.cstproxy.com/gxacquisitioncorp/sm2021. You will need the 12-digit meeting control number that is printed on your proxy card to enter the special meeting. GX recommends that you log in at least 15 minutes before the special meeting to ensure you are logged in when the special meeting starts. Please note that you will not be able to attend the special meeting in person.

Record Date and Voting

GX’s stockholders will be entitled to vote or direct votes to be cast at the special meeting of stockholders if they owned shares of GX Class A Common Stock or GX Class B Common Stock at the close of business on            , 2021, which is the record date for the special meeting of stockholders. GX’s stockholders are entitled to one vote for each share of GX Class A Common Stock or GX Class B Common Stock that they owned as of the close of business on the record date. If GX’s stockholders’ shares are held in “street name” or are in a margin or similar account, such stockholder should contact their broker, bank or other nominee to ensure that votes related to the shares beneficially own by such stockholder are properly counted. On the record date, there were 28,750,000 shares of GX Class A Common Stock outstanding and 7,187,500 shares of GX Class B Common Stock outstanding, of which 7,187,500 shares of GX Class B Common Stock are held by our Sponsor, officers and directors.

Our Sponsors, officers and directors have agreed to vote all of their shares of GX Class B Common Stock and any Public Shares acquired by them in favor of the Business Combination Proposal. GX’s issued and outstanding GX Warrants do not have voting rights at the special meeting of stockholders.

25

Table of Contents

Quorum and Vote Required for the GX Proposals

A quorum will be present at the special meeting if a majority of the GX Common Stock outstanding and entitled to vote at the special meeting is represented in person or by proxy.

The approval of the Business Combination Proposal and the Charter Proposals require the affirmative vote (in person online or by proxy) of the holders of a majority of all the outstanding shares of GX Common Stock that are entitled to vote thereon at the special meeting.

The approval of the Equity Incentive Plan Proposal, Employee Stock Purchase Plan Proposal, Nasdaq Proposal and Adjournment Proposal require the affirmative vote (in person online or by proxy) of the holders of a majority of the shares of GX Common Stock that are entitled to vote and voted thereon at the special meeting of stockholders.

The approval of the election of each director nominee pursuant to the Election of Directors Proposal requires the affirmative vote of the holders of a plurality of the outstanding shares of GX Common Stock entitled to vote and actually cast thereon at the special meeting.

For more information about these proposals, see the sections of this proxy statement/prospectus entitled “Special Meeting in Lieu of 2021 Annual Meeting of GX StockholdersQuorum and Vote Required for the GX Proposals”.

Recommendation to GX Stockholders

Our board of directors believes that each of the Business Combination Proposal, the Charter Proposals, the Election of Directors Proposal, the Equity Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal, the Nasdaq Proposal and the Adjournment Proposal to be presented at the special meeting is in the best interests of GX and our stockholders and unanimously recommends that its stockholders vote “FOR” each of these proposals and “FOR” each of the director nominees.

GX’s Board of Directors’ Reasons for the Approval of the Business Combination

After careful consideration, the GX Board recommends that its stockholders vote “FOR” the approval of the Business Combination Proposal. The factors considered by the GX Board include but were not limited to, the following:

•        Celularity is a leader in placental-derived therapeutics through its proprietary placenta-based platform.    Celularity’s Immuno-Modulatory Placenta-derived Allogeneic Cell Therapies (“IMPACT”) platform harnesses the placenta’s unique biology and ready availability, which has the potential to provide an abundant and renewable starting cell source with expandability, persistence and stemness, and the immunological naivete of placental-based cells allows for potentially less toxicity. Celularity’s IMPACT platform, with its emphasis on developing off-the-shelf placental-derived cellular therapies, has the potential to lead the next evolution of cellular medicine.

•        Celularity’s IMPACT platform has the potential to drive a broad and novel product platform across therapeutic areas.    Celularity’s IMPACT platform has the potential to drive a broad and novel product platform, targeting multiple therapeutic areas. Four key cell types, CyCART-19, CYNK-001, CYNK-101 and APPL-001, drive four of Celularity’s product candidates and six initial indications, with future opportunities for further expansion into other indications. Further, the Celularity IMPACT platform capitalizes on Celularity’s integrated processes and the unique biologic characteristics of placenta-derived allogeneic cells to target multiple diseases in clinical development. The platform is designed to accelerate speed to patient while ensuring manufacturing excellence of high quality and pure placental-derived cell therapy products at a lower cost of goods. Celularity’s IMPACT platform, along with Celularity’s investment in future areas of cellular products, should serve as the foundation for strengthening its product pipeline. Celularity is well-positioned to establish itself as a leader in placental-derived therapeutics.

•        Celularity’s IMPACT platform aims to develop off-the-shelf treatments.    “Off-the-shelf” treatments offer the potential to re-dose patients, if necessary, and enable the production of highly scalable therapeutics. Celularity’s innovative use of the IMPACT platform, and the underlying use of placental-derived cells, provides Celularity a unique and proprietary platform that enables Celularity to target multiple diseases

26

Table of Contents

using allogeneic “off-the-shelf” therapies and provide potentially lifesaving therapies more readily accessible to patients that can be delivered on-demand and more reliably and at a greater scale than autologous therapeutics.

•        Celularity targets high unmet medical needs, potentially representing a large market opportunity.    Celularity’s potential therapeutic applications include cancer, solid tumors, degenerative diseases, and infectious diseases. This provides Celularity a potentially large, diversified market for its products. As a result, the potential for future commercial success may not be dependent on a single product candidate or commercial market.

•        Celularity has a potentially strong proprietary product pipeline.    Celularity is advancing its innovative product pipeline, which include three active and enrolling clinical trials and three planned IND submissions by the end of 2021. Celularity plans to file an IND in the fourth quarter of 2021 and commence a Phase 1 clinical trial of CyCART-19 for the treatment of B-cell malignancies in the first quarter of 2022; is currently in Phase 1 trial (for AML and other blood cancers) and Phase 1/2a trial (for GBM and for COVID-19) and plans to commence Phase 2 trials (for AML and GBM) in 2021 for its CYNK-001 therapeutic program; and is planning to submit an IND in 2021 for its CYNK-101 therapeutic program. CYNK-101 will be evaluated in combination with a monoclonal antibody (“mAb”) to target cancers such as gastric cancer. Celularity also plans to submit an IND in 2021 and commence the Phase 1/2a study for the treatment of Crohn’s disease in 2022 for its APPL-001 therapeutic program.

•        Celularity has encouraging preclinical and clinical data and its therapeutic products may be eligible for accelerated development.    Celularity has selectively targeted indications with unmet medical needs that are potentially eligible for fast track designation, which provide the potential for accelerated development and may expedite the regulatory approval process. Preclinical and early clinical data demonstrating the unique biological activity and potential of placental-derived stem cells, provide potential for multiple highly effective cell therapy programs.

•        Celularity’s experienced management team with deep expertise in cell therapy.    Celularity has a seasoned management team with experience in all aspects of cellular medicine. For over twenty years, the team has been at the vanguard of cellular medicine, and has collectively seen a number of programs, including one cell therapy, through FDA-approval to commercialization. Celularity is led by Robert J. Hariri, M.D., Ph.D., founder and Chief Executive Officer of Celularity, who founded Anthrogenesis in 1998 under the name LifeBank and which was later acquired by Celgene. Celularity has a proven and experienced team with deep expertise in cell therapy that is positioned to successfully lead New Celularity after the Business Combination.

For a description of our board of directors reasons for the approval of the Business Combination, see the section of this proxy statement/prospectus entitled “The Business Combination — GX’s Board of Directors’ Reasons for the Approval of the Business Combination.

Interests of GX Directors and Officers in the Business Combination

When considering our board of director’s recommendation that GX’s stockholders vote in favor of the approval of the Business Combination Proposal and the other proposals presented for stockholder approval in this proxy statement/prospectus, GX’s stockholders should be aware that certain of GX’s Sponsor, executive officers and directors have interests in the Business Combination that may be different from, or in addition to, the interests of GX’s stockholders. These interests include:

•        the beneficial ownership of the Sponsor and certain of GX’s directors and officers of an aggregate of 7,187,500 shares of GX Class B Common Stock and 7,000,000 Private Placement Warrants, which shares and warrants would become worthless if GX does not complete a business combination within the applicable time period, as our Sponsor, officers and directors have waived any redemption right with respect to these shares. The Sponsor paid an aggregate of $25,000 for its GX Class B Common Stock, and $7,000,000 for its Private Placement Warrants, and such shares and warrants have an aggregate market value of approximately $            million and $            million, respectively, based on the closing price of GX Class A Common Stock of $            on Nasdaq on            , 2021, the record date for the special meeting of stockholders. Each of our officers and directors is a member of the Sponsor. Cooper Road, LLC (an entity

27

Table of Contents

controlled by Jay R. Bloom) and Dean C. Kehler, are the managing members of the Sponsor, and as such Messrs. Bloom and Kehler have voting and investment discretion with respect to the GX Common Stock and GX Warrants held of record by the Sponsor;

•        the anticipated continuation of Messrs. Bloom, Kehler and Mazur as directors of New Celularity;

•        the fact that our Sponsor, officers and directors have agreed not to redeem any of their shares in connection with a stockholder vote to approve the Business Combination;

•        the fact that our Sponsor paid an aggregate of approximately $7,000,000 for its 7,000,000 Private Placement Warrants to purchase shares of GX Class A Common Stock and that such Private Placement Warrants will expire worthless if a business combination is not consummated by May 23, 2021;

•        that, at the Closing, we will enter into the Registration Rights Agreement, which provides for registration rights to the Sponsor and its permitted transferees;

•        the continued indemnification of current directors and officers of GX and the continuation of directors’ and officers’ liability insurance after the Business Combination;

•        the fact that our Sponsor, officers and directors will be reimbursed for out-of-pocket expenses incurred in connection with activities on our behalf, such as identifying potential target businesses and performing due diligence on suitable business combinations; and

•        the fact that our Sponsor, officers and directors will lose their entire investment in us if our initial business combination is not completed.

These interests may influence GX’s directors in making their recommendation that you vote in favor of the approval of the Business Combination and the transactions contemplated thereby. GX’s directors were aware of and considered these interests, among other matters, in evaluating the Business Combination, and in recommending to GX stockholders that they approve the Business Combination. GX stockholders should take these interests into account in deciding whether to approve the Business Combination.

Redemption Rights

Pursuant to our Existing Charter, holders of Public Shares may elect to have their Public Shares redeemed for cash at the applicable redemption price per share calculated in accordance with our Existing Charter. For illustrative purposes, based on funds in the Trust Account as of February 28, 2021 of approximately $291.8 million, the estimated per share redemption price would have been approximately $10.15. If a Public Stockholder exercises its redemption rights, then such Public Stockholder will be exchanging its shares of our GX Class A Common Stock for cash and will no longer own shares of GX. Such a holder will be entitled to receive cash for its Public Shares only if it properly demands redemption and delivers its shares (either physically or electronically) to our transfer agent in accordance with the procedures described herein. Each redemption of Public Shares by our Public Stockholders will decrease the amount in our Trust Account, which holds approximately $291.8 million on February 28, 2021 (net of taxes payable). See the section entitled “Special Meeting in Lieu of 2021 Annual Meeting of GX Stockholders — Redemption Rights” for the procedures to be followed if you wish to redeem your shares for cash.

Risk Factors

There are a number of risks that you should understand before making an investment decision regarding the Business Combination. These risks are discussed more fully in the section entitled “Risk Factors” following this summary. If any of these risks actually occur, Celularity’s, GX’s or New Celularity’s business, financial condition or results of operations would likely be materially and adversely affected. These risks include, but are not limited to, the following:

•        If the Business Combination’s benefits do not meet the expectations of investors or securities analysts, before or after the Closing, the market price of our securities, may decline or an active trading market may not continue, which would adversely affect the liquidity and price of our securities.

•        The unaudited pro forma financial information included herein may not be indicative of what New Celularity’s actual financial position or results of operations would have been.

28

Table of Contents

•        Past performance by Trimaran Capital Partners, including the GX management team, may not be indicative of future performance of an investment in GX or New Celularity.

•        GX may not be able to complete the Business Combination within the prescribed time frame, in which case it would cease all operations, wind up, redeem the Public Shares and liquidate, and the Public Warrants will expire worthless.

•        There are no provisions that allow for a post-closing adjustment to be made to the total merger consideration in the event that any of the representations and warranties made by Celularity in the Merger Agreement ultimately proves to be inaccurate or incorrect.

•        The exercise of discretion by GX’s directors and officers in agreeing to changes to the terms of or waivers of closing conditions in the Merger Agreement may result in conflicts of interest.

•        GX does not have a specified maximum redemption threshold, which may make it possible for GX to complete the Business Combination with which a substantial majority of GX’s stockholders do not agree.

•        GX’s Sponsor, officers and directors have potential conflicts of interest in recommending that stockholders vote in favor of approval of the Business Combination Proposal and approval of the other proposals described in this proxy statement/prospectus.

•        GX may not be able to complete the PIPE Financing in connection with the Business Combination.

•        The market price and trading volume of New Celularity Common Stock may be volatile and could decline significantly following the Business Combination.

•        Celularity has incurred net losses in every period since its inception, has no cellular therapeutic candidates approved for commercial sale and Celularity anticipates that it will incur substantial net losses in the future.

•        Celularity’s placental-derived cellular therapy candidates represent a novel approach to cancer, infectious and degenerative disease treatments that creates significant challenges.

•        Celularity’s historical operating results indicate substantial doubt exists related to its ability to continue as a going concern.

•        Celularity’s business could be materially adversely affected by the effects of health pandemics or epidemics, including the current COVID-19 pandemic and future outbreaks of the disease, in regions where it or third parties on which it relies have concentrations of clinical trial sites or other business operations.

•        Celularity’s business is highly dependent on the success of its lead therapeutic candidates. If Celularity is unable to obtain regulatory approval for its lead candidates and effectively commercialize its lead therapeutic candidates for the treatment of patients in approved indications, its business would be significantly harmed.

•        Celularity relies on CAR-T viral vectors from Sorrento Therapeutics, Inc. for its CyCART-19 therapeutic candidate and termination of this license, or any future licenses, could result in the loss of significant rights, which would harm its business.

•        Celularity relies and will continue to rely on third parties to conduct its clinical trials. If these third parties do not successfully carry out their contractual duties or meet expected deadlines, Celularity may not be able to obtain regulatory approval of, or commercialize, its therapeutic candidates.

•        The U.S. Food and Drug Administration (“FDA”), regulatory approval process is lengthy and time-consuming, and Celularity may experience significant delays in the clinical development and regulatory of its product candidates.

•        Celularity may not be able to file Investigational New Drug Applications (“INDs”), to commence additional clinical trials on the timelines it expects, and even if Celularity is able to, the FDA may not permit it to proceed, and if so, Celularity may encounter substantial delays in its clinical trials or may not be able to conduct its trials on the timelines Celularity expects.

29

Table of Contents

•        Celularity operates its own manufacturing and storage facility, which requires significant resources; manufacturing or other failures could adversely affect its clinical trials and the commercial viability of its therapeutic candidates and its biobanking and degenerative diseases businesses.

•        Celularity relies on donors of healthy human full-term post-partum placentas to manufacture its therapeutic candidates, and if Celularity does not obtain an adequate supply of such placentas from qualified donors, development of its placental-derived allogeneic cells may be adversely impacted.

•        Celularity’s clinical trials may fail to demonstrate the safety and/or efficacy of any of its therapeutic candidates, which would prevent or delay regulatory approval and commercialization.

•        If Celularity’s efforts to protect the proprietary nature of the intellectual property related to its technologies are inadequate, Celularity may not be able to compete effectively in its market.

•        Celularity is, and in the future may be, party to agreements with third parties. Disputes may arise with such third parties regarding the terms of such agreements, including terms governing payment obligations, contractual interpretation, or related intellectual property ownership or use rights, which could materially adversely impact Celularity, including by requiring the payment of additional amounts, or requiring Celularity to invest time and money in litigation or arbitration.

•        Celularity’s therapeutic candidates may cause undesirable side effects or have other properties that could halt their clinical development, prevent their regulatory approval, limit their commercial potential or result in significant negative consequences.

•        Celularity faces significant competition from other biotechnology and pharmaceutical companies, and its operating results will suffer if it fails to compete effectively.

•        Celularity will need substantial additional financing to develop its therapeutics and implement its operating plans. If Celularity fails to obtain additional financing, it may be unable to complete the development and commercialization of its therapeutic candidates.

•        Celularity’s relationships with customers, physicians, and third-party payors are subject to numerous laws and regulations. If Celularity or its employees, independent contractors, consultants, commercial partners and vendors violate these laws, Celularity could face substantial penalties.

•        Celularity will incur significant costs as a result of operating as a public company, and its management will be required to devote substantial time to various compliance initiatives.

30

Table of Contents

SELECTED HISTORICAL CONSOLIDATED FINANCIAL INFORMATION OF CELULARITY

The selected historical consolidated statement of operations data of Celularity for the years ended December 31, 2020 and 2019 and the historical consolidated balance sheet data as of December 31, 2020 and 2019 are derived from Celularity’s audited consolidated financial statements included elsewhere in this proxy statement/prospectus.

Celularity’s historical results are not necessarily indicative of the results that may be expected in the future. You should read the following selected historical consolidated financial data together with the section entitled “Celularity’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Celularity’s consolidated financial statements and related notes included elsewhere in this proxy statement/prospectus.

 

Year ended
December 31,

(in thousands except share and per share amounts)

 

2020

 

2019

Statements of Operations Data:

 

 

 

 

 

 

 

 

Total revenues

 

$

14,278

 

 

$

21,147

 

Operating expenses:

 

 

 

 

 

 

 

Cost of goods sold (excluding amortization of acquired intangible assets)

 

 

4,932

 

 

 

6,324

 

Research and development

 

 

52,707

 

 

 

46,051

 

Selling, general and administrative

 

 

31,336

 

 

 

41,791

 

Change in fair value of contingent consideration liability

 

 

(55,566

)

 

 

68,867

 

Amortization of acquired intangible assets

 

 

3,394

 

 

 

4,143

 

Impairment of acquired intangible assets

 

 

129,400

 

 

 

118,100

 

Loss from operations

 

 

(151,925

)

 

 

(264,129

)

Other income (expense)

 

 

 

 

 

 

 

Interest income

 

 

370

 

 

 

694

 

Interest expense

 

 

(2,354

)

 

 

 

Loss on the sale of business

 

 

(4,434

)

 

 

 

Expense related to warrant liabilities

 

 

(58,686

)

 

 

(4,226

)

Other (expense) income, net

 

 

4,096

 

 

 

(333

)

Total other income (expense), net

 

 

(61,008

)

 

 

(3,865

)

Net loss before income taxes

 

 

(212,933

)

 

 

(267,994

)

Income tax benefit

 

 

(4,700

)

 

 

(56,113

)

Net loss

 

$

(208,233

)

 

$

(211,881

)

Net loss per share – basic and diluted(1)

 

$

(8.69

)

 

$

(8.88

)

Weighted-average shares outstanding – basic and diluted(1)

 

 

23,963,119

 

 

 

23,872,831

 

____________

(1)      See Note 2 to Celularity’s audited financial statements included elsewhere in this proxy statement/prospectus for an explanation of the calculation of Celularity’s basic and diluted net loss per share and the weighted-average common shares used in computing basic and diluted net loss per share.

(in thousands)

 

As of
December 31,
2020

 

As of
December 31,
2019

Balance Sheet Data:

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

54,311

 

 

$

28,128

 

Working capital(2)

 

 

45,483

 

 

 

16,171

 

Total assets

 

 

431,008

 

 

 

521,495

 

Total liabilities

 

 

412,295

 

 

 

383,633

 

Total redeemable convertible preferred stock

 

 

550,113

 

 

 

465,282

 

Total stockholders’ deficit

 

 

(531,400

)

 

 

(327,420

)

____________

(2)      Celularity defines working capital as current assets less current liabilities.

31

Table of Contents

SELECTED HISTORICAL FINANCIAL INFORMATION OF GX

GX’s historical statements of operations data for the years ended December 31, 2020 and December 31, 2019 and the selected historical balance sheet data as of December 31, 2020 and 2019 are derived from GX’s audited financial statements included elsewhere in this proxy statement/prospectus.

GX’s historical results are not necessarily indicative of the results to be expected in the future. You should read the following historical financial data together with the section entitled “GX’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and GX’s audited financial statements and related notes, included elsewhere in this proxy statement/prospectus.

 

Year Ended
December 31,
20
20

 

Year Ended December 31, 2019

Statements of Operations Data:

 

 

 

 

 

 

 

 

Operating and formation costs

 

$

4,219,960

 

 

$

564,339

 

Loss from operations

 

 

(4,219,960

)

 

 

(564,339

)

   

 

 

 

 

 

 

 

Other income (expense):

 

 

 

 

 

 

 

 

Interest income on marketable securities held in Trust Account

 

 

1,779,071

 

 

 

3,753,411

 

Unrealized loss on marketable securities held in Trust Account

 

 

2,236

 

 

 

(7,871

)

Other income, net

 

 

1,781,307

 

 

 

3,745,540

 

   

 

 

 

 

 

 

 

Income (loss) before provision for income taxes

 

 

(2,438,653

)

 

 

3,181,201

 

Provision for income taxes

 

 

(191,644

)

 

 

(668,230

)

Net income (loss)

 

$

(2,630,297

)

 

$

2,512,971

 

Weighted average shares outstanding, basic and diluted(1)

 

 

8,678,704

 

 

 

8,015,444

 

Basic and diluted net loss per common share(2)

 

$

(0.45

)

 

$

(0.03

)

____________

(1)      Excludes an aggregate of up to 26,894,145 shares subject to possible redemption at December 31, 2020 and 27,283,483 shares at December 31, 2019 subject to forfeiture to the extent that the underwriters’ over-allotment option was not exercised in full or in part.

(2)      Net loss per common share — basic and diluted excludes interest income of $1,299,844 and $2,730,520 attributable to shares subject to possible redemption for the years ended December 31, 2020 and 2019, respectively.

 

As of
December 31,
20
20

 

As of
December 31,
20
19

Balance Sheets Data:

 

 

   

 

 

Cash

 

$

314,696

 

$

917,007

Marketable securities held in Trust Account

 

$

291,797,144

 

$

290,594,540

Total assets

 

$

292,156,433

 

$

291,605,350

Total liabilities

 

$

14,222,974

 

$

11,041,594

Common stock subject to possible redemption

 

$

272,933,454

 

$

275,563,755

Total stockholders’ equity

 

$

5,000,005

 

$

5,000,001

32

Table of Contents

SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The selected unaudited pro forma condensed combined financial data (the “selected pro forma information”) gives effect to the Business Combination and PIPE Financing described in the section entitled Unaudited Pro Forma Condensed Combined Financial Information. The Business Combination will be accounted for as a reverse recapitalization in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Under this method of accounting, GX has been treated as the “acquired” company for financial reporting purposes. This determination was primarily based on existing Celularity stockholders comprising a relative majority of the voting power of the combined company, Celularity’s operations prior to the acquisition comprising the only ongoing operations of New Celularity, the majority of New Celularity’s board of directors being appointed by Celularity, and Celularity’s senior management comprising a majority of the senior management of New Celularity. Accordingly, for accounting purposes, the financial statements of the Combined Entity will represent a continuation of the financial statements of Celularity with the Business Combination being treated as the equivalent of Celularity issuing stock for the net assets of GX, accompanied by a recapitalization. The net assets of GX will be stated at historical costs, with no goodwill or other intangible assets recorded.

The selected unaudited pro forma condensed combined balance sheet data as of December 31, 2020 gives pro forma effect to the Business Combination and PIPE Financing as if it had occurred on December 31, 2020. The selected unaudited pro forma condensed combined statement of operations data for the year ended December 31, 2020 gives pro forma effect to the Business Combination and PIPE Financing as if it had occurred on January 1, 2020.

The selected pro forma information has been derived from, and should be read in conjunction with, the unaudited pro forma condensed combined financial information of New Celularity appearing elsewhere in this proxy statement/prospectus and the accompanying notes, in the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.” The selected pro forma information is derived from, and should be read in conjunction with, the historical financial statements of GX and Celularity and related notes included elsewhere in this proxy statement/prospectus. The selected pro forma information has been presented for informational purposes only and is not necessarily indicative of what New Celularity’s financial position or results of operations actually would have been had the Business Combination, PIPE Financing and the other transactions contemplated by the Merger Agreement been completed as of the dates indicated. The selected pro forma information does not purport to project the future financial position or operating results of New Celularity.

The unaudited pro forma condensed combined financial statements have been prepared assuming two redemption scenarios after giving effect to the Business Combination and PIPE Financing, as follows:

•        Assuming No Redemptions — this scenario assumes that no shares of GX Class A Common Stock are redeemed.

•        Assuming Maximum Redemptions — this scenario assumes that 28,750,000 shares of GX Class A Common Stock are redeemed for an aggregate payment of $291.8 million, which is derived from the number of shares that could be redeemed in connection with the Business Combination at an assumed redemption price of approximately $10.15 per share based on the Trust Account balance of GX as of December 31, 2020.

The following summarizes the pro forma New Celularity Common Stock issued and outstanding immediately after the Business Combination and PIPE Financing, presented under the two redemption scenarios:

Stockholder Group

 

No Redemption

 

Maximum Redemption

Shares

 

%

 

Shares

 

%

Former Celularity stockholders

 

101,588,145

 

69.6

%

 

101,588,145

 

86.7

%

PIPE Investors

 

8,340,000

 

5.7

%

 

8,340,000

 

7.1

%

GX Public Common

 

28,750,000

 

19.7

%

 

 

%

GX Sponsor

 

7,187,500

 

5.0

%

 

7,187,500

 

6.2

%

   

145,865,645

 

100

%

 

117,115,645

 

100

%

The two alternative levels of redemptions assumed in the unaudited pro forma condensed combined balance sheet and statements of operations are based on the assumption that there are no adjustments for the exercise of outstanding and unexercised Celularity Warrants or the exercise of outstanding and unexercised vested and unvested Celularity Options.

33

Table of Contents

If the actual facts are different than these assumptions, then the amounts and shares outstanding in the unaudited pro forma condensed combined financial information will be different and those changes could be material.

(in thousands, except share and per share amounts)

 

No Redemption

 

Maximum Redemption

Summary Unaudited Pro Forma Condensed Combined Statement of Operations Data

 

 

 

 

 

 

 

 

For the year ended December 31, 2020

 

 

 

 

 

 

 

 

Revenue

 

$

14,278

 

 

$

14,278

 

Net loss

 

$

(152,178

)

 

$

(152,178

)

Net loss per share – basic and diluted

 

$

(1.06

)

 

$

(1.33

)

Weighted average shares outstanding – basic and diluted

 

 

143,039,868

 

 

 

114,289.868

 

   

 

 

 

 

 

 

 

Summary Unaudited Pro Forma Condensed Combined Balance Sheet

 

 

 

 

 

 

 

 

As of December 31, 2020

 

 

 

 

 

 

 

 

Total assets

 

$

754,435

 

 

$

462,638

 

Total liabilities

 

$

333,586