0000899140-21-000597.txt : 20210726 0000899140-21-000597.hdr.sgml : 20210726 20210726121944 ACCESSION NUMBER: 0000899140-21-000597 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20210726 DATE AS OF CHANGE: 20210726 GROUP MEMBERS: STARR INTERNATIONAL INVESTMENTS LTD. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Celularity Inc CENTRAL INDEX KEY: 0001752828 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 831702591 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-91021 FILM NUMBER: 211113235 BUSINESS ADDRESS: STREET 1: 1325 AVENUE OF THE AMERICAS STREET 2: 25TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2126163700 MAIL ADDRESS: STREET 1: 1325 AVENUE OF THE AMERICAS STREET 2: 25TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: GX Acquisition Corp. DATE OF NAME CHANGE: 20180912 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: STARR INTERNATIONAL CO INC CENTRAL INDEX KEY: 0001236615 IRS NUMBER: 521198625 STATE OF INCORPORATION: V8 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 101 BAARERSTRASSE CITY: ZUG STATE: V8 ZIP: CH-6300 BUSINESS PHONE: (4141) 768-9797 MAIL ADDRESS: STREET 1: 101 BAARERSTRASSE CITY: ZUG STATE: V8 ZIP: CH-6300 SC 13G 1 c072621a.htm SCHEDULE 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
(Title of Class of Securities)

151190105
(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)
[X]     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 on 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 (“Act”) 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).

CUSIP No. 36251A107
13G
Page 2  of 8 Pages
1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Starr International Investments Ltd.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐
(b) ☐
 
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Bermuda
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
15,281,389
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
15,281,389
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
15,281,389
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
11.8 %
12
TYPE OF REPORTING PERSON*
 
CO

CUSIP No. 36251A107
13G
Page 3  of 8 Pages
1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Starr International Company, Inc.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐
(b) ☐
 
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Switzerland
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
15,281,389
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
15,281,389
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
15,281,389
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
11.8 %
12
TYPE OF REPORTING PERSON*
 
HC
 
 

Item 1(a)
Name of Issuer:
   
 
Celularity Inc. (formerly known as GX Acquisition Corp.) (the “Issuer”)
   
Item 1(b)
Address of Issuer's Principal Executive Offices:
   
 
170 Park Ave
 
Florham Park, NJ 07932
   
Item 2(a)
Name of Person Filing:
   
 
The information required by Item 2(a) is set forth in Row 1 of the cover page hereto for each Reporting Person and is incorporated herein by reference for each such Reporting Person.
   
 
Starr International Investments Ltd. is a wholly-owned subsidiary of Starr Investment Company, Inc. and accordingly Starr International Company, Inc. may be deemed to beneficially own such shares disclosed in this form that are directly owned by Starr International Investments Ltd.
   
Item 2(b)
Address of Principal Business Office or, if none, Residence:
   
 
Starr International Investments Ltd.
 
19 Par-la-Ville Road
 
Hamilton, Bermuda HM11
   
Item 2(c)
Citizenship:
   
 
The information required by Item 2(c) is set forth in Row 4 of the cover page hereto for each Reporting Person and is incorporated herein by reference for each such Reporting Person.
   
Item 2(d)
Title of Class of Securities:
   
 
Class A Common Stock, $0.0001 par value per share (“Class A Common Stock”)
   
Item 2(e)
CUSIP Number:
   
 
151190105
   
Item 3
Statement filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c):
   
 
The information required by Item 3 is set forth in Row 12 of the cover page hereto for each Reporting Person and is incorporated herein by reference for each such Reporting Person.
   
Item 4
Ownership:
   
 
The information required by Items 4(a)-(c) is set forth in Rows 5-11 of the cover page hereto for each Reporting Person and is incorporated herein by reference for each such Reporting Person.
   
 
The Issuer’s securities reported on this Schedule 13G are comprised of 8,640,695 shares of Class A Common Stock and 6,640,694 warrants to purchase such shares. These securities are directly owned by Starr International Investments Ltd., a wholly-owned subsidiary of Starr International Company, Inc. By virtue of this relationship, Starr International Company, Inc. may be deemed to directly own such shares disclosed in this form.
   
 
The ownership percentage disclosed in Row 11 of each cover page hereto is based on 122,487,170 outstanding shares of Class A Common Stock, as disclosed in the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 22, 2021, in addition to the number of shares subject to warrants to purchase such Class A Common Stock exercisable within 60 days held by the Reporting Persons.
   
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 or Control Person:
   
 
See Exhibit 99.1.
   
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.

[Remainder of page intentionally left blank]

SIGNATURE

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

Dated:  July 26, 2021

       
 
STARR INTERNATIONAL INVESTMENTS LTD.
       
 
By:
/s/ Stuart Osborne
   
Name:
Stuart Osborne
   
Title:
Controller and Vice President
       
       
 
STARR INTERNATIONAL COMPANY, INC.
       
 
By:
/s/ Stuart Osborne
   
Name:
Stuart Osborne
   
Title:
President and Treasurer




EX-99.1 2 c072621b.htm EXHIBIT 99.1
EXHIBIT 99.1

The identity and the Item 3 classification of the relevant subsidiary is: Starr International Investments Ltd., which is a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J).

 EX-99.2 3 c072621c.htm AGREEMENT OF REPORTING PERSONS
EXHIBIT 99.2
AGREEMENT OF REPORTING PERSONS

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that such person or entity knows or has reason to believe that such information is inaccurate. This agreement may be executed in any number of counterparts and all of such counterparts taken together shall constitute one and the same instrument.

Dated:  July 26, 2021

       
 
STARR INTERNATIONAL INVESTMENTS LTD.
       
 
By:
/s/ Stuart Osborne
   
Name:
Stuart Osborne
   
Title:
Controller and Vice President
       
       
 
STARR INTERNATIONAL COMPANY, INC.
       
 
By:
/s/ Stuart Osborne
   
Name:
Stuart Osborne
   
Title:
President and Treasurer