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                              April 13, 2021

       Jay R. Bloom
       Chief Executive Officer
       GX Acquisition Corp.
       1325 Avenue of the Americas, 25th Floor
       New York, NY 10019

                                                        Re: GX Acquisition
Corp.
                                                            Amendment No. 1 to
                                                            Registration
Statement on Form S-4
                                                            Filed March 29,
2021
                                                            File No. 333-252402

       Dear Mr. Bloom:

             We have reviewed your amended registration statement and have the
following
       comments. In some of our comments, we may ask you to provide us with
information so we
       may better understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.

       Amendment No. 1 to Form S-4

       Background of the Business Combination, page 109

   1.                                                   We note the revised
disclosure in response to comment 2 and reissue the comment.
                                                        Revise to disclose the
comparable companies analyses and any other valuations the board
                                                        conducted in reaching
its fairness determination. Revise to further explain what the Board
                                                        reviewed with respect
to "Celularity's financial plan," referenced in the first paragraph on
                                                        page 119.
 Jay R. Bloom
FirstName   LastNameJay
GX Acquisition   Corp. R. Bloom
Comapany
April       NameGX Acquisition Corp.
       13, 2021
April 213, 2021 Page 2
Page
FirstName LastName
The Business Combination
Conditions to Closing; Termination, page 137

2.       We reissue comment 4. We note the revisions here and to the risk
factor on page 79;
         however, our comment sought for disclosure of the waivable conditions
in the risk factor
         and, in this section, clarification of which conditions are waivable.
The introductions to
         the lists here do not indicate whether the mutual conditions or those
that are the
         obligations of the respective parties are waivable. Further, it is not
clear from the added
         disclosure on page 139 that you have listed every non-waivable
condition. If you have,
         please state so clearly and prominently, as shareholders should be
aware that all of the
         other conditions can be waived.
Celularity's Team and Corporate History
Cekgene Corporation
Contingent Value Rights, page 168

3.       We note the revised disclosure in this section in response to comment
17 regarding the
         CVRs. Further revise this section to clarify which of the programs in
your pipeline table,
         and which of any other "certain programs" not in the table, would be
subject to milestone
         payments under the CVR agreement, as it is unclear whether any of
these are "derivatives,
         parts, subparts or progeny of any of those products or any product
based or derived (in
         whole or in part) on certain related development programs as they
existed as of the closing
         of the Anthrogenesis transaction."
Product Candidate Pipeline and Development Strategy, page 173

4.       We note the revised disclosure in response to comment 8. Revise the
pipeline to disclose
         that the CyCART-19 product candidate is developed from technology
licensed
         from Sorrento.
5.       We reissue comment 9. Several of the graphics remain too small to be
read or
         understood. We note in particular the bioluminescense imaging graphic
on page 175 is
         too small to discern the change in imaging. Also enlarge the fonts in
the graphics on page
         176, 177, the top of 178, 179, the fonts and images on page 180, and
the labels on the
         graph axes on page 183.
Celularity's Executive Compensation
Equity-Based Incentive Awards, page 203

6.       We note that all options under the 2017 equity incentive plan are
granted with an exercise
         price that is no less than the fair market value of Celularity's
common stock on the date of
         grant. In March 2021, and prior to March 29, 2021, the date you filed
your this amended
         registration statement, the Celularity Board granted Dr. Hariri and
Mr. Beers options at an
         exercise price of $7.84 per share. That same month the board granted
350,000 options to
         each of the non-employee directors with an exercise price of $2.94 per
share. Revise to
 Jay R. Bloom
GX Acquisition Corp.
April 13, 2021
Page 3
      disclose the date or dates each of these options were granted, how the
Celularity Board
      determined its common stock was valued at no more than $2.94 per share,
and why there
      were such disparate exercise prices. If the options were granted on
multiple dates,
      disclose the different dates, and if there were multiple valuations for
the Celularity
      common stock, disclose each, the basis for each, and why they differed.
Tell us whether
      and how this valuation may impact the GX board's determination that the
business
      combination satisfies the 80% test and what consideration the GX board
gave to this
      valuation. Specifically revise the Q&A on page 8 to include these options
in the
      calculation, to the extent they are not already included, and to specify
in (iv) that the
      calculation includes them. Revise to disclose these options, including
their dates of grant,
      in a risk factor addressing potential future dilution. Address the
options in the tables on
      page 124, or tell us why this is not required.
GX Financial Statements, page F-49
Note 10. Subsequent Events, page F-65

7.    The disclosure in the last paragraph on page F-67 discloses that there
were two demands
      while the similar disclosure on page 243 discloses that there were four
demands. Please
      reconcile and revise the disclosure as necessary.

Exhibits

8.    We note the legend affixed to Exhibits 10.22, 10.24, 10.26 and 10.27,
that "Certain
      portions of this exhibit are omitted because they are not material and
are the type that the
      registrant treats as private or confidential." This legend is
inappropriate and should be
      revised or deleted. To the extent you wish to submit redacted exhibits
pursuant to Section
      601(b)(10)(iv) of Regulation S-K, revise to comply with the requirements
of that
      provision, including the prominent legend required on the first page of
each such exhibit.
      To the extent you wish to seek confidential treatment of redacted
portions of these
      documents, refer to CF Disclosure Guidance: Topic No. 7, Confidential
Treatment
      Applications Submitted Pursuant to Rules 406 and 24b-2, as amended March
9, 2021.
       You may contact Jenn Do at (202) 551-3743 or Kate Tillan at (202)
551-3604 if you have
questions regarding comments on the financial statements and related matters.
Please contact
Abby Adams at (202) 551-6902 or Christopher Edwards at (202) 551-6761 with any
other
questions.



                                                            Sincerely,
FirstName LastNameJay R. Bloom
Comapany NameGX Acquisition Corp.                           Division of
Corporation Finance
                                                            Office of Life
Sciences
April 13, 2021 Page 3
cc:
FirstName C. Michael Chitwood, Esq.
          LastName