Celularity Inc. entered into non-binding letter of intent to acquire GX Acquisition Corp. (NasdaqCM:GXGX) for $1.7 billion in a reverse merger transaction on August 17, 2020. Celularity Inc. entered into definitive merger agreement to acquire GX Acquisition Corp. in a reverse merger transaction on January 8, 2021. The aggregate merger consideration payable to stockholders of Celularity at the closing consists of up to 147.3 million newly issued shares of Class A common stock of GX. In the transaction, outstanding shares of Celularity capital stock, options and warrants will be converted into shares of common stock, options and warrants, respectively, of the combined company at an implied Celularity equity value of $1.25 billion. As part of the agreement Palantir will make an investment in Celularity that will close immediately following Celularity's planned business combination with GX Acquisition Corp. In conjunction with the GX-Celularity acquisition, Celularity will bring over $100 million in new funding to Celularity upon closing of the business combination. In order to support this proposal, GX has agreed that, if the Extension is approved, GX will deposit into the trust account $0.025 per share for each month of the Extension period, pro-rated for partial months during the Extension period Celularity will become a wholly owned subsidiary of GX. Pursuant to the agreement, all existing Celularity shareholders will roll their equity into the newly formed public company. Upon the closing of the transaction, GX Acquisition Corp. will be renamed Celularity Inc., and its common stock and warrants are expected to remain listed on Nasdaq under the new ticker symbols "CELU" and "CELUW".

The combined company will operate under the Celularity management team, led by Founder, Chairperson and Chief Executive Officer, Robert J. Hariri. The combined company's directors will include two GX designees and one mutually agreed upon independent director, with remaining director designated by Celularity. Pursuant to the merger agreement, Robert J. Hariri will serve as President, Chief Executive Officer and Chairman of the Board of Directors, David C. Beers will serve as Chief Financial Officer, Gregory Berk will serve as Chief Medical Officer, Stephen A Brigido will serve as President of Degenerative Disease, Keary Dunn will serve as Executive Vice President of General Counsel & Business Development, John R. Haines will serve as Executive Vice President and Chief Operating Officer and Xiaokui Zhang will serve as Executive Vice President and Chief Scientific Officer of the combined company. In addition, John Sculley will serve as Vice Chairman of the Board of Directors and Jay R. Bloom, Peter Diamandis, Dean C. Kehler, Lim Kok Thay, Robin L. Smith, Andrew C. von Eschenbach and Marc Mazur will serve as Directors of the combined company.

The transaction is subject to customary and other conditions of the respective parties, including, 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 closing, (iii) the expiration or termination of the waiting period under the HSR Act, (iv) the listing of the shares of GX Class A Common Stock to be issued in connection with the closing on the Nasdaq Capital Market and the effectiveness of the registration statement, (v) required governmental authorities approval, (vi) resignation of GX directors other than those persons identified as continuing directors, (vii) execution of registration rights agreement, (viii) delivery of lock-up agreement by shareholders of Celularity, and (ix) qualification of merger under specific tax code. The boards of directors of both GX and Celularity have unanimously approved the proposed transaction. On April 16, 2021, GX Acquisition Corp. announced it will hold a stockholder meeting in order to seek stockholder approval to extend the date by which GX must complete its initial business combination from May 23, 2021 to July 31, 2021. The extension will allow GX until the extended date to complete its initial business combination. As of May 14, 2021, GX's stockholders have voted to approve an amendment to extend the date of extension the business combination from May 23, 2021 to July 31, 2021. As of June 7, 2021, GX Board recommends that its stockholders vote “FOR” the approval of the Business Combination Proposal. On July 14, 2021, GX Acquisition shareholders approved the transaction. The transaction is expected to close in the second quarter of 2021. As of June 29, 2021, the transaction is expected to be completed in the third quarter of 2021.

Ardea Partners LP is serving as lead financial advisor to Celularity and Morgan Stanley & Co. is also serving as a financial advisor. Truist Securities and Oppenheimer & Co. Inc. are acting as capital markets advisors to Celularity and Oppenheimer & Co. Inc received $1 million as fees. Yvan-Claude Pierre, Kevin Cooper, Marc Recht, Marianne Sarrazin, Megan Browdie, Bill Christiansen, Joshua Friedman, Jacqueline Grise, Natasha Leskovsek, Elizabeth Lewis, Eileen Marshall, Philip Mitchell and Geoffrey Spolyar of Cooley LLP acted as legal advisors to Celularity. Credit Suisse is serving as lead capital markets advisor and lead private placement agent on the concurrent equity investments to GX. Cantor Fitzgerald is also serving as capital markets advisor to GX. Michael Chitwood, Howard Ellin, Michelle Gasaway, Victor Hollender, Resa Schlossberg, Joseph Penko, Page Griffin, Maya Florence, Avia Dunn, Jeffrey Gerrish, Brooks Allen and Michael Civale of Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal counsel to GX. Mark Zimkind of Continental Stock Transfer & Trust Company acted as transfer agent and Credit Suisse Securities acted as financial advisor to GX Acquisition. Morrow & Co., LLC acted as the information agent to GX Acquisition Corp and will receive a fee of $0.03 million for its services.

Celularity Inc. completed the acquisition of GX Acquisition Corp. (NasdaqCM:GXGX) in a reverse merger transaction on July 16, 2021. Common stock of the merged company, Celularity, Inc., will commence trading on the Nasdaq Capital Market on July 19, 2021. Bradley Glover has been appointed as Executive Vice President and Chief Technology Officer.