Celularity Inc — Regulatory Filings 2019

May 30, 2019

8-K 1 f8k052319_gxacquisition.htm CURRENT REPORT

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 30, 2019 (May 23, 2019)

GX ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

| Delaware | 001-
38914 | 83-
1702591 |
| --- | --- | --- |
| (State
or other jurisdiction of incorporation) | (Commission File Number) | (IRS
Employer Identification No.) |

1325 Avenue of the Americas, 25th Floor

New York, NY 10019

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (212) 616-3700

Not Applicable (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

| ☐ | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| --- | --- |
| ☐ | Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |

Securities registered pursuant to Section 12(b) of the Act:

| Title
of each class | Trading
Symbol(s) | Name
of each exchange on which registered |
| --- | --- | --- |
| Units,
each consisting of one share of Class A Common Stock and one-half of one Redeemable Warrant | GXGXU | The
NASDAQ Stock Market LLC |
| Class
A Common Stock, par value $0.0001 per share | GXGX | The
NASDAQ Stock Market LLC |
| Warrants,
each exercisable for one share Class A Common Stock for $11.50 per share Market LLC | GXGXW | The
NASDAQ Stock Market LLC |

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company þ

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Item 8.01. Other Events.

On May 23, 2019, GX Acquisition Corp. (the “ Company ”) consummated its initial public offering (the “ IPO ”) of 28,750,000 units (the “ Units ”), including 3,750,000 Units issued pursuant to the exercise in full of the underwriter’s over-allotment option. Each Unit consists of one share of Class A common stock of the Company, par value $0.0001 per share ( “ Class A Common Stock ”), and one-half of one redeemable warrant of the Company (“ Warrant ”), with each whole Warrant entitling the holder thereof to purchase one share of Class A Common Stock for $11.50 per share. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $287,500,000.

Simultaneously with the closing of the IPO, the Company completed the private sale (the “ Private Placement ”) of an aggregate of 7,000,000 warrants (the “ Private Placement Warrants ”) to GX Sponsor LLC (the “ Sponsor ”) at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds to the Company of $7,000,000.

A total of $287,500,000, comprised of $280,500,000 of the proceeds from the IPO (which amount includes $10,812,500 of the Underwriters’ deferred discount) and $7,000,000 of the proceeds of the sale of the Private Placement Warrants, was placed in a U.S.-based trust account at J.P. Morgan Chase Bank, N.A., maintained by Continental Stock Transfer & Trust Company, acting as trustee.

An audited balance sheet as of May 23, 2019 reflecting receipt of the proceeds upon consummation of the IPO and the Private Placement has been issued by the Company and is included as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

| Exhibit
No. | Description |
| --- | --- |
| 99.1 | Audited Balance Sheet as of May 23, 2019. |

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

| By: | /s/
Jay R. Bloom | |
| --- | --- | --- |
| | Name: | Jay
R. Bloom |
| | Title: | Co-Chief Executive
Officer |
| Dated: May 30,
2019 | | |

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