Item 1.01. Entry into a Material Definitive Agreement.

As previously disclosed, on January 8, 2021 GX Acquisition Corp. (the "Company") entered into a definitive merger agreement (the "Merger Agreement") with Alpha First Merger Sub, Inc. ("First Merger Sub"), Alpha Second Merger Sub, LLC ("Second Merger Sub") and Celularity Inc. ("Celularity"), an allogeneic cellular therapy company, that would result in Celularity becoming a wholly owned subsidiary of the Company. On May 12, 2021, the Company, First Merger Sub, Second Merger Sub and Celularity entered into a letter agreement (the "Letter Agreement") pursuant to which the Initial Outside Date (as defined in the Merger Agreement) was automatically extended to July 31, 2021 upon the Company's stockholders' approval of an extension of the date by which the Company must complete a Business Combination (as defined below), as further described below.

The Letter Agreement is filed as Exhibit 2.1 to this Current Report on Form 8-K and the foregoing description is qualified in its entirety by reference to the full text of the Letter Agreement.

Item 5.07. Submission of Matters to a Vote of Security Holders.

On May 14, 2021, GX held a special meeting (the "Special Meeting") of the stockholders of the Company virtually via live webcast at https://www.cstproxy.com/gxacquisitioncorp/ex2021, at which holders of at least 17,968,751 shares of common stock were present in person or by proxy, representing [71.857]% of the voting power of the shares of the Company's common stock as of March 23, 2021, the record date for the Special Meeting (stockholders of record as of the close of business on the record date are referred to herein as "Stockholders"). Each of the proposals listed below is described in more detail in the Company's definitive proxy statement filed with the United States Securities and Exchange Commission on April 14, 2021 (the "Proxy Statement") beginning on page 1, which is incorporated herein by reference. A summary of the voting results at the Special Meeting for each of the proposals is set forth below:

Proposal No. 1: The Stockholders approved and adopted an amendment to the Company's amended and restated certificate of incorporation to extend the date by which the Company must (1) effectuate a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses (a "Business Combination"), (2) cease its operations except for the purpose of winding up if it fails to complete such Business Combination and (3) redeem 100% of the Company's Class A common stock included as part of the units sold in the Company's initial public offering that was consummated on May 23, 2019, from May 23, 2021 to July 31, 2021. We refer to this proposal as the "Extension Amendment Proposal." The voting results for this proposal were as follows:





   For       Against   Abstain   Broker Non-Votes
25,444,230   26,219    353,252         N/A

Proposal No. 2: The Stockholders approved the adjournment of this 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. The voting results for this proposal were as follows:





   For       Against   Abstain   Broker Non-Votes
24,765,280   706,819   351,602         N/A

Stockholders holding 16,169,996 shares of the Company's Class A common stock exercised their right to redeem such shares for a pro rata portion of the funds in the Company's trust account (the "Trust Account") at a redemption price of approximately $10.15 per share. As a result, approximately $164.1 million in cash will be removed from the Trust Account to pay such holders.





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Item 7.01. Regulation FD Disclosure.

Attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated into this Item 7.01 by reference is a copy of the press release issued May 14, 2021 announcing the Special Meeting results.

The foregoing Exhibit 99.1 and the information set forth therein is being furnished pursuant to Item 7.01 and shall not be deemed to be filed for purposes of Section 18 of the Exchange Act or otherwise be subject to the liabilities of that section, nor shall they be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange Act.

Item 9.01. Financial Statements and Exhibits.





(d) Exhibits

The following exhibits are being filed herewith:





Exhibit No.    Description

2.1             Letter Agreement by and among GX Acquisition Corp., Alpha First Merger
              Sub, Inc., Alpha Second Merger Sub, LLC and Celularity Inc.

3.1             Amendment to Amended and Restated Certificate of Incorporation of GX
              Acquisition Corp.

99.1            Press Release issued May 14, 2021




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