Filed by GX Acquisition Corp.
Pursuant to Rule 425 under the Securities Act
of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: GX Acquisition
Corp.
Commission File No.: 001-38914
The following communication was made available by Dr. Robert
Hariri, M.D., Ph.D., Chairman and Chief Executive Officer of Celularity Inc., on Twitter on February 1, 2021. Dr. Hariri’s interview can be found at https://video.foxbusiness.com/v/6228003403001#sp=show-clips.
The following communication was made
available by Dr. Robert Hariri, M.D., Ph.D., Chairman and Chief Executive Officer of Celularity Inc., on Twitter on February 1,
2021. Dr. Hariri’s interview can be found at https://video.foxbusiness.com/v/6228003403001#sp=show-clips.
Additional Information about the
Business Combination 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 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 proposed business combination between Celularity Inc. (“Celularity”) and GX (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,
2019, which was filed with the SEC on March 24, 2020, 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, 2020, 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.
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