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:
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).
Item 8.01. Other Events.
On May 10, 2021 GX Acquisition
Corp. (“GX”) reaffirmed its intention to support the proposal (the “Extension Amendment Proposal”) to amend GX’s
amended and restated certificate of incorporation to extend the date by which GX must complete its initial business combination from May
23, 2021 to July 31, 2021 (the “Extension”). The Extension Amendment
Proposal will be voted on by stockholders at the upcoming special meeting of stockholders on May 14, 2021 (the “Special Meeting”)
and is described in further detail in GX’s Definitive Proxy Statement on Schedule 14A (the “Proxy Statement”), filed
with the U.S. Securities and Exchange Commission (“SEC”) on April 14, 2021. If the Extension is approved at the Special Meeting,
the holders of shares of GX’s Class A common stock originally sold as part of the units issued in its initial public offering may elect to redeem their Class A common stock for a per-share price, payable in cash, equal to the
aggregate amount then on deposit in the trust account including interest not previously released to GX to pay its taxes, divided by the
number of then outstanding public shares (as defined in the Proxy Statement).
In order to support this proposal,
GX has agreed that, if the Extension is approved, it 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, resulting in a maximum contribution of $0.0565 per share of Class A
common stock that is not redeemed in connection with the Special Meeting (the “Maximum Contribution”). This contribution will
be funded as follows: on (or prior to) May 23, 2021, GX will deposit into the trust account an amount equal to $0.0315 per share of Class
A common stock not redeemed in connection with the Special Meeting and on (or prior to) July 1, 2021, GX will deposit into the trust account
an amount equal to $0.025 per share of Class A common stock not redeemed in connection with the Special Meeting, provided that, no such
deposits will be made following the completion of GX’s previously announced business combination with Celularity Inc. (“Celularity”),
an allogeneic cellular therapy company (the “Celularity Business Combination”). Affiliates of GX’s sponsor, GX Sponsor
LLC, have agreed to contribute to GX as a loan an amount equal to the aggregate amount of each monthly contribution
described above. The per-share pro rata portion of the trust account on the March 23, 2021 record date for the Special Meeting was approximately
$10.15. If the Extension is approved and GX needs the full length of the Extension to complete the Celularity Business Combination and
the Maximum Contribution is made, an additional $0.0565 will be added to the per-share redemption amount. No contribution will occur if
the Extension Amendment Proposal is not approved, and GX will not make the monthly contributions into the trust account if the Extension
is not completed for any reason (including consummation of the Celularity Business Combination). The loan will not bear interest and will
be repayable by GX upon consummation of the Celularity Business Combination in cash or through the issuance of private placement warrants
(at a price of $1.00 per warrant, capped at $1,500,000), at the option of the lender.
GX and Celularity are
continuing to work together to address comments from the staff of the SEC on the proxy statement/prospectus filed in connection
with the Celularity Business Combination and to satisfy the various closing conditions to the consummation of the Celularity Business
Combination.
On May 10, 2021, GX issued a press release announcing the
Maximum Contribution. 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 8.01 by reference.
Additional Information and Where to Find It
GX has filed a registration Statement
with the 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 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, the
Registration Statement, which was initially filed with the SEC on January 25, 2021 and amended on March 29, 2021 and April 23, 2021, including
the preliminary proxy statement/prospectus contained therein, and the Proxy Statement.
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: May 10, 2021
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