Statement of Ownership (sc 13g)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No.__)*

Celularity Inc.

(Name of Issuer)

Class A Common Stock, $0.0001 par value

(Title of Class of Securities)

151190 105

(CUSIP Number)

July 16, 2021

(Date of Event Which Requires Filing of This Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed.

☐ Rule 13d-1(b)

☒ Rule 13d-1(c)

☐ Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13G

CUSIP No. 151190 105

1	Name of reporting person: HUMAN LONGEVITY, INC.
2	Check the appropriate box if a member of a group (a) o (b) o
3	SEC use only
4	Citizenship or place of organization Delaware, U.S.A.

Number of

beneficially

owned by

each

reporting

person

with

Sole voting power

7,012,574

Shared voting power

-0-

Sole dispositive power

7,012,574

Shared dispositive power

-0-

9	Aggregate amount beneficially owned by each reporting person⁽¹⁾ 7,012,574
10	Check box if the aggregate amount in Row (9) excludes certain shares o
11	Percent of class represented by amount in Row (9) 5.7%⁽²⁾
12	Type of reporting person CO

(1)

See Item 4 below.

(2)

The percentage ownership interest is determined based on 122,487,170 shares of Class A Common Stock of the Issuer outstanding after the closing of the Issuer’s merger with GX Acquisition Corp. on July 16, 2021.

Item 1(a).	Name of Issuer: Celularity Inc.

Item 1(b).	Address of Issuer’s Principal Executive Offices: 170 Park Avenue Florham Park, NJ 07932

Item 2(a).	Name of Persons Filing: This statement on Schedule 13G is being filed by Human Longevity, Inc.

Item 2(b).	Address of Principal Business Office or, if none, Residence: 4570 Executive Drive San Diego, CA 92121

Item 2(c).	Citizenship: Delaware, U.S.A.

Item 2(d).	Title of Class of Securities: Class A Common Stock, $0.0001 par value

Item 2(e).	CUSIP Number: 151190 105

Item 3.	If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

	(a)	☐	Broker or dealer registered under section 15 of the Exchange Act.

	(b)	☐	Bank as defined in section 3(a)(6) of the Exchange Act.

	(c)	☐	Insurance company as defined in section 3(a)(19) of the Exchange Act.

	(d)	☐	Investment company registered under section 8 of the Investment Company Act.

	(e)	☐	An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).

	(f)	☐	An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).

	(g)	☐	A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G). (check the box)

	(h)	☐	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.

	(i)	☐	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act.

	(j)	☐	A non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J).

	(k)	☐	Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

	Not applicable.

Item 4.	Ownership.

	(a)	Amount beneficially owned: 7,012,574 shares of Class A Common Stock of the Issuer

	(b)	Percent of class: 5.7%*

	(c)	Number of shares as to which such person has:

		(i)	Sole power to vote or to direct the vote: 7,012,574 shares of Class A Common Stock of the Issuer

		(ii)	Shared power to vote or to direct the vote: 0

		(iii)	Sole power to dispose or to direct the disposition of: 7,012,574 shares of Class A Common Stock of the Issuer

		(iv)	Shared power to dispose or to direct the disposition of: 0

* The percentage ownership interest is determined based on 122,487,170 shares of Class A Common Stock of the Issuer outstanding after the closing of the Issuer’s merger with GX Acquisition Corp. on July 16, 2021.

Item 5.	Ownership of Five Percent or Less of a Class.

	Not applicable.

Item 6.	Ownership of More than Five Percent on Behalf of Another Person.

	Not applicable.

Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

	Not applicable.

Item 8.	Identification and Classification of Members of the Group.

	Not applicable.

Item 9.	Notice of Dissolution of Group.

	Not applicable.

Item 10.	Certification.

	By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.