Full Press Release Details
GX Acquisition Corp. Provides
Information Regarding Extension of Deadline to Complete Celularity Business Combination
York, NY, April 16, 2021 - On April 14, 2021, GX Acquisition Corp. ("GX") (NASDAQ: "GXGX"), provided information
regarding a proposal to amend GX's amended and restated certificate of incorporation (the "Charter") to extend the
date by which GX has to complete its initial business combination (the "Extension") from May 23, 2021 to July 31, 2021.
Charter currently provides that GX has 24 months from the closing of its initial public offering (until May 23, 2021) to complete an
initial business combination, which is customary for a special purpose acquisition company like GX. As previously announced, in January
2021 GX entered into a definitive merger agreement with Celularity Inc. ("Celularity"), an allogeneic cellular therapy company,
that would result in Celularity combining with GX and becoming a publicly listed company (the "Celularity Business Combination").
Since that time, GX and Celularity have been working together to address comments from the staff of the U.S. Securities and Exchange
Commission ("SEC") on the proxy statement/prospectus filed in connection with the transaction and to satisfy the various
closing conditions contained in the merger agreement. Additionally, in recent days the SEC made a public statement regarding accounting
and reporting considerations for warrants issued by special purpose acquisition companies. GX has begun a complete review of its accounting
treatment of its public and private warrants, and GX's board of directors currently believes that there may not be sufficient time
before May 23, 2021 to complete the review and hold a special meeting to conduct a vote for the stockholder approvals required in connection
with the Celularity Business Combination and consummate the closing of the Celularity Business Combination within the legally prescribed
time constraints applicable to such actions. The GX board is seeking the Extension to complete the accounting review, to allow our stockholders
to be able to evaluate the Celularity Business Combination and to allow additional time to consummate the Celularity Business Combination.
The GX board continues to unanimously recommend that its stockholders vote "FOR" the proposal to approve and adopt
the merger agreement providing for the Celularity Business Combination and each of the other proposals at the special meeting to be held
in connection with the Celularity Business Combination.
the Extension, GX must amend certain provisions of its Charter (the "Extension Amendment"). The special meeting of GX stockholders
to consider the Extension Amendment (the "Extension Amendment Special Meeting") is scheduled for May 14, 2021. Stockholder
approval of the Extension Amendment is required by Delaware law and the Charter. Whether or not a GX stockholder plans to attend the
Extension Amendment Special Meeting virtually, GX urges its stockholders to vote and submit their proxy with respect to the Extension
Amendment in advance of the Extension Amendment Special Meeting by one of the methods described in the Extension Amendment Special Meeting
proxy statement filed by GX on April 14, 2021.
addition, pursuant to the Charter, the holders of GX's Class A common stock must be given the opportunity to redeem their shares
in connection with the Extension Amendment. The deadline for GX's Class A stockholders to exercise their redemption rights in connection
with the Extension Amendment is May 12, 2021.
the Extension Amendment is approved by the requisite vote of stockholders, the remaining holders of GX's Class A common stock will
retain their rights to redeem their shares and vote on the Celularity Business Combination when the Celularity Business Combination is
submitted to GX's stockholders at a future date.
holder of GX's Class A common stock that wishes to hold those shares following the Celularity Business Combination should not
redeem such holder's shares in connection with the Extension and should vote its shares "FOR" the Extension
Celularity Business Combination is expected to be completed in the second quarter of 2021, subject to, among other things, GX's
completion of its review of its accounting treatment of its warrants (as described above), the approval by GX's stockholders, satisfaction
of the conditions stated in the definitive merger agreement and other customary closing conditions.
company incorporated in Delaware for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization,
or similar business combination with one or more businesses or entities. GX is led by Jay R. Bloom and Dean C. Kehler, who serve as Managing
Partners of Trimaran Capital Partners.
headquartered in Florham Park, N.J., is a clinical stage biotechnology company leading the next evolution in cellular medicine by developing
off-the-shelf placental-derived allogeneic cell therapies, including unmodified NK cells, genetically-modified NK cells, T cells engineered
with a CAR (CAR T-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 significant unmet global needs for effective, accessible, and affordable therapies.
Additional Information
and Where to Find It
GX has filed an amended
registration Statement with the SEC on Form S-4 (the "Registration Statement"), which includes a preliminary proxy statement
to be distributed to holders of GX's common stock in connection with GX's solicitation of proxies for the vote by GX's
stockholders with respect to the Celularity Business Combination between GX and Celularity and other matters as described in the Registration
Statement, and a prospectus relating to the offer of the securities to be issued to Celularity's stockholders in connection with
the Celularity Business Combination. After the Registration Statement has been declared effective, GX will mail a definitive proxy statement
and other relevant documents to its stockholders as of the record date established for voting on the Celularity Business Combination
and the other proposals regarding the Celularity Business Combination set forth in the Registration Statement. GX's stockholders
and other interested persons are advised to read the Registration Statement, including the preliminary proxy statement / prospectus contained
therein, and any amendments thereto and, once available, the definitive proxy statement / prospectus, in connection with GX's solicitation
of proxies for its special meeting of stockholders to be held to approve, among other things, the Celularity Business Combination, because
these documents will contain important information about GX, Celularity and the Celularity Business Combination. Stockholders
may also obtain a copy of the preliminary proxy statement/prospectus or, once available, the definitive proxy statement/prospectus, as
well as other documents filed with the SEC regarding the Celularity Business Combination and other documents filed with the SEC by GX,
without charge, at the SEC website located at www.sec.gov or by directing a request to GX, 1325 Avenue of the Americas, 25th Floor, New
and its directors and officers may be deemed participants in the solicitation of proxies of GX's stockholders in connection with
the Celularity Business Combination. GX's stockholders and other interested persons may obtain, without charge, more detailed information
regarding the directors and officers of GX in GX's Annual Report on Form 10-K for the fiscal year ended December 31,
2020, which was filed with the SEC on March 4, 2021, GX's Definitive Proxy Statement on Schedule 14A, which was filed with
the SEC on December 4, 2020, the Registration Statement, which was filed with the SEC on March 29, 2021, including the preliminary proxy
statement/prospectus contained therein and GX's Definitive Proxy Statement on Schedule 14A, which was filed with the SEC on April
Information regarding
the persons who may, under SEC rules, be deemed participants in the solicitation of proxies of GX's stockholders in connection
with the Celularity Business Combination and other matters to be voted upon at the special meeting will be set forth in the registration
statement for the Celularity Business Combination. Additional information regarding the interests of participants in the solicitation
of proxies in connection with the Celularity Business Combination is included in the Registration Statement for the Celularity Business
is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the potential
transaction and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of Celularity, the combined
company or GX, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or
sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities
shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, and otherwise
in accordance with applicable law.
Special Note Regarding
Forward-Looking Statements
contains, or incorporates by reference, "forward-looking statements" within the meaning of The Private Securities Litigation
Reform Act of 1995. Forward-looking statements may include, but are not limited to, statements regarding GX's, GX's management
team's, Celularity's and Celularity's management team's expectations, hopes, beliefs, intentions, or strategies
regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or
circumstances, including any underlying assumptions, are forward-looking statements. The words "anticipate," "believe,"
"can," "contemplate," "continue," "could," "estimate," "expect,"
"forecast," "intends," "may," "might," "outlook," "plan," "possible,"
"potential," "predict," "project," "seek," "should," "strive,"
"target," "will," "would" and similar expressions may identify forward-looking statements, but the
absence of these words does not mean that a statement is not forward-looking. The following factors, among others, could cause actual
results to differ materially from those described in these forward-looking statements: (i) the ability to consummate the Celularity Business
Combination; (ii) the expected benefits of the Celularity Business Combination; (iii) the financial and business performance of Celularity;
(iv) the inability to complete the PIPE Investment; (v) the success and timing of Celularity's cellular therapeutic development
activities and initiating clinical trials; (vi) the success and timing of Celularity's planned clinical trials; (vii) Celularity's
ability to obtain and maintain regulatory approval of any of Celularity's therapeutic candidates; (viii) Celularity's plans
to research, discover and develop additional therapeutic candidates, including by leveraging genetic engineering and other technologies
and expanding into additional indications; (ix) Celularity's ability to expand its manufacturing capabilities, and to manufacture
Celularity's therapeutic candidates and scale production; (x) Celularity's ability to meet certain milestones; (xi) changes