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): March
18, 2021
GX ACQUISITION CORP.
(Exact name of registrant as specified in
its charter)
Delaware
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001- 38914
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83- 1702591
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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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:
þ
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section
12(b) of the Act:
Title of each class
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Trading
Symbol(s)
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Name of each exchange on which registered
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Units, each consisting of one share of Class A Common Stock and one-half of one Redeemable Warrant
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GXGXU
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The NASDAQ Stock Market LLC
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Class A Common Stock, par value $0.0001 per share
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GXGX
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The NASDAQ Stock Market LLC
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Warrants, each exercisable for one share Class A Common Stock for $11.50 per share
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GXGXW
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The NASDAQ Stock Market LLC
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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. ☐
Item 8.01. Other Events.
As previously disclosed,
on January 8, 2021, GX Acquisition Corp. (“GX”) entered into a Merger Agreement and Plan of Reorganization (the “Merger
Agreement”) with Celularity Inc. (“Celularity”), Alpha First Merger Sub, Inc. and Alpha Second Merger Sub, LLC.
Upon the terms and subject to the conditions of the Merger Agreement, Celularity will become a wholly owned subsidiary of GX. On
March 18, 2021, Celularity issued a press release announcing Celularity’s receipt of “Fast Track” designation
from the U.S. Food and Drug Administration for its non-genetically modified cryopreserved human placental hematopoietic stem cell-derived
natural killer cell therapy, CYNK-001, for the treatment of adults with recurrent glioblastoma multiforme. A copy of the press
release is provided as Exhibit 99.1 to this Current Report.
Additional Information and Where to
Find It
GX Acquisition Corp.
(“GX”) has filed a registration Statement with the U.S. Securities and Exchange Commission (“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 a proposed
business combination (the “Business Combination”) between GX and Celularity Inc. (“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 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 Business Combination and the other proposals regarding the 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 Business Combination, because these documents will contain important information about GX, Celularity and the 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 Business Combination and other documents filed with the SEC by GX,
without charge, at the SEC’s website located at www.sec.gov or by directing a request to GX Acquisition Corp., 1325 Avenue
of the Americas, 25th Floor, New York, NY 10019.
Participants in the Solicitation
GX
and its directors and officers may be deemed participants in the solicitation of proxies of GX’s stockholders in connection
with the 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, and the Registration Statement, which was filed with the SEC on January 25, 2021, including the
preliminary proxy statement/prospectus contained therein.
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 Business Combination and other matters to be voted upon at the special meeting will be set forth in the registration statement
for the Business Combination. Additional information regarding the interests of participants in the solicitation of proxies in
connection with the Business Combination is included in the Registration Statement for the Business Combination.
Non-Solicitation
This communication
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.
Forward Looking Statements
This communication
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.
Forward-looking statements in this communication may include, for example: (i) the ability to consummate the Business Combination,
(ii) the expected benefits of the 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 in Celularity’s strategy, future operations, financial position, estimated revenues and losses,
projected costs, prospects and plans; (xii) the implementation, market acceptance and success of Celularity’s business model;
(xiii) developments and projections relating to Celularity’s competitors and industry; (xiv) the impact of health epidemics,
including the COVID-19 pandemic, on Celularity’s business and the actions Celularity may take in response thereto; (xv) Celularity’s
expectations regarding its ability to obtain and maintain intellectual property protection and not infringe on the rights of others;
(xvi) expectations regarding the time during which GX will be an emerging growth company under the JOBS Act; (xvii) Celularity’s
future capital requirements and sources and uses of cash; (xviii) Celularity’s ability to obtain funding for its operations;
(xix) Celularity’s business, expansion plans and opportunities; and (xx) the outcome of any known and unknown litigation
and regulatory proceedings. These forward-looking statements are based on information available as of the date of this communication,
and current expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties. These risks and
uncertainties may be amplified by the COVID- 19 pandemic, which has caused significant economic uncertainty. If any of these risks
materialize or underlying assumptions prove incorrect, actual results could differ materially from the results implied by these
forward-looking statements. There may be additional risks that neither GX nor Celularity presently know, or that GX or Celularity
currently believe are immaterial, that could also cause actual results to differ from those contained in the forward-looking statements.
In addition, forward-looking statements reflect GX’s and Celularity’s expectations, plans, or forecasts of future events
and views as of the date of this communication. GX and Celularity anticipate that subsequent events and developments will cause
GX’s and Celularity’s assessments to change. Accordingly, forward-looking statements should not be relied upon as representing
GX’s or Celularity’s views as of any subsequent date, and GX does not undertake any obligation to update forward-looking
statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events
or otherwise, except as may be required under applicable securities laws. Additional risks and uncertainties are identified and
discussed in GX’s reports filed with the SEC and available at the SEC’s website at http://www.sec.gov.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits
are being filed herewith:
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.
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GX ACQUISITION CORP.
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By:
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/s/ Jay R. Bloom
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Name:
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Jay R. Bloom
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Title:
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Co-Chief Executive Officer
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Dated: March 18, 2021
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