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): June 29, 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
7.01. Regulation FD Disclosure.
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
(the “Business Combination”).
On
June 29, 2021, Celularity issued a press release announcing the expansion of human placental hematopoietic stem cell derived natural
killer cells (CYNK-001) phase 1 trial in patients with Acute Myeloid Leukemia. A copy of the press release is attached as Exhibit 99.1
to this Current Report on Form 8-K and incorporated into this Item 7.01 by reference.
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.
Additional
Information and Where to Find It
GX
has filed a registration statement on Form S-4, as amended on March 29, 2021, April 23, 2021, and June 22, 2021 (the “Registration
Statement”) with the U.S. Securities and Exchange Commission (“SEC”), which includes a proxy statement/prospectus 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 Business Combination 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.
The Registration Statement was declared effective by the SEC on June 25, 2021 and the definitive proxy statement/prospectus and other
relevant documents have been mailed to GX’s 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 definitive proxy statement/prospectus. GX’s stockholders
and other interested persons are advised to read 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 contain important information about GX, Celularity and the Business Combination. Stockholders may also obtain a copy of
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 website located at www.sec.gov or by directing a request to GX, 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, the Registration Statement and the definitive proxy statement/prospectus, which was filed with the SEC on June 25, 2021.
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 are be set forth in the definitive proxy statement/prospectus
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 definitive proxy statement/prospectus 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, as well as within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E
of the Securities Exchange Act of 1934, as amended. Forward-looking statements may include, but are not limited to, statements regarding
the parties’ 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 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; (xx) the outcome of any known and unknown litigation and regulatory proceedings;
and (xxi) changes in applicable laws, ordinances, regulations, codes, executive orders, injunctions, judgments, decrees or other orders
or the interpretation thereof. 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 the parties do not presently know, or that they 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 the
parties’ expectations, plans, or forecasts of future events and views as of the date of this communication. The parties anticipate
that subsequent events and developments will cause their assessments to change. Accordingly, forward-looking statements should not be
relied upon as representing the parties’ views as of any subsequent date, and the parties do 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 the parties’ 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: June 29, 2021
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