Fair Value of Financial Assets and Liabilities (Tables)

12 Months Ended

Dec. 31, 2022

Fair Value Of Financial Assets And Liabilities Tables [Line Items]

Schedule of Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis

The following tables present information about the Company’s financial assets and liabilities measured at fair value on a recurring basis and indicate the level of the fair value hierarchy used to determine such fair values:

	Fair Value Measurements as of December 31, 2022
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents - money market funds	$	12,174	$	—	$	—	$	12,174
Convertible note receivable		—		—		2,514		2,514
	$	12,174	$	—	$	2,514	$	14,688
Liabilities:
Acquisition-related contingent consideration obligations	$	—	$	—	$	105,945	$	105,945
Contingent stock consideration		—		—		186		186
Short-term debt - Yorkville		—		—		37,603		37,603
Warrant liability - May 2022 PIPE Warrants		—		—		1,402		1,402
Warrant liability - Sponsor Warrants		—		—		1,190		1,190
Warrant liability - Public Warrants		1,006		—		—		1,006
	$	1,006	$	—	$	146,326	$	147,332

	Fair Value Measurements as of December 31, 2021
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents – money market funds	$	36,700	$	—	$	—	$	36,700
Convertible note receivable		—		—		2,488		2,488
	$	36,700	$	—	$	2,488	$	39,188
Liabilities:
Acquisition-related contingent consideration obligations	$	—	$	—	$	232,222	$	232,222
Warrant liability - Sponsor Warrants		—		—		13,600		13,600
Warrant liability - Public Warrants		12,362		—		—		12,362
	$	12,362	$	—	$	245,822	$	258,184

Schedule of Reconciliation of Contingent Consideration Obligations Measured on a Recurring Basis

The following table presents a reconciliation of contingent consideration obligations measured on a recurring basis using Level 3 inputs as of December 31, 2022 and 2021:

	Balance as of December 31, 2021		Net transfers in to (out of) Level 3		Purchases, settlements and other net		Fair value adjustments			Balance as of December 31, 2022
Liabilities:
Acquisition-related contingent consideration obligations	$	232,222	$	—	$	—	$	(126,277	)	$	105,945

	Balance as of December 31, 2020		Net transfers in to (out of) Level 3		Purchases, settlements and other net		Fair value adjustments			Balance as of December 31, 2021
Liabilities:
Acquisition-related contingent consideration obligations	$	273,367	$	—	$	—	$	(41,145	)	$	232,222

Schedule of Aggregate Fair Values of the Warrant Liability

The following table provides a roll-forward of the aggregate fair values of the Company’s warrant liabilities for which fair values are determined using Level 3 inputs:

Balance as of December 31, 2020	$	76,640
Gain recognized in earnings from change in fair value		(13,482	)
Warrant liability assumed at Closing Date (Sponsor Warrants)		34,764
Warrant liability assumed at Closing Date (Public Warrants)		24,438
Reclassification of Legacy Celularity Warrants to equity		(96,398	)
Balance as of December 31, 2021	$	25,962
Balance as of December 31, 2021	$	25,962
May 2022 PIPE warrant issuance		19,745
Gain recognized in earnings from change in fair value		(42,109	)
Balance as of December 31, 2022	$	3,598

Schedule of Convertible Note Valuation Model

Significant inputs for the convertible note valuation model are as follows:

	December 31, 2022			December 31, 2021
Face value	$	4,000		$	4,000
Coupon rate	12% - 17%			12% - 17%
Stock price	$	0.02		$	0.17
Term (years)	1.01 - 3.45			.7 - 3.19
Risk-free interest rate		4.73	%		0.29	%
Volatility	n/a			n/a

Schedule of Reconciliation of Contingent Stock Consideration Obligations Measured on a Recurring Basis

The following table presents a reconciliation of the contingent stock consideration obligation measured on a recurring basis using Level 3 inputs as of December 31, 2022 and 2021:

	Balance as of December 31, 2021		Net transfers in to (out of) Level 3		Purchases, settlements and other net		Fair value adjustments		Balance as of December 31, 2022
Liabilities:
Contingent stock consideration	$	-	$	—	$	—	$	186	$	186

Fair Value Assets of Yorkville Debt Measured on Recurring Basis Unobservable Input Reconciliation [Table Text Block]

The following table presents a reconciliation of the Yorkville debt measured on a recurring basis using Level 3 inputs as of the initial valuation date of September 15, 2022 and as of December 31, 2022:

Liabilities:
Balance as of September 15, 2022	$	39,200
Conversion of debt into common shares		(4,099	)
Fair value adjustment through earnings		2,522
Fair value adjustment through accumulated other comprehensive income		(20	)
Balance as of December 31, 2022	$	37,603

Schedule Of Yorkville short-term debt valuation model

Significant inputs for the Yorkville short-term debt valuation model are as follows:

	December 31, 2022
Common share price	$	1.29
Credit spread		13.71	%
Dividend yield		0	%
Term (years)		0.71
Risk-free interest rate		4.75	%
Volatility		45.0	%
Discount yield		18.46	%

Dragasac Warrant

Fair Value Of Financial Assets And Liabilities Tables [Line Items]

Schedule of Fair Value of Warrants Issued

Significant inputs for the warrants issued to Dragasac are as follows:

		July 16, 2021
Fair value of common stock	$	9.66 - 10.20
Exercise price a	$		6.77
Term (years)			3.67
Risk-free interest rate			0.60	%
Volatility			54.0	%

(a) The exercise price is the lower of $6.77 per share or 80% of either (i) the value attributed to one share of Legacy Celularity Series B Preferred Stock upon a consummation of a change of control or the closing of a strategic transaction or (ii) the price at which

one share of Legacy Celularity common stock is sold to the public in an initial public offering. As amended on March 16, 2020, the warrants are exercisable on the first to occur of (a) March 16, 2025, (b) the consummation of Legacy Celularity’s initial public offering, (c) the consummation of a change of control and (d) the closing of a strategic transaction pursuant to which Legacy Celularity’s stockholders exchange their existing shares of capital stock in Legacy Celularity for shares in a company whose shares are listed on a national stock exchange.

Series B Preferred Stock

Fair Value Of Financial Assets And Liabilities Tables [Line Items]

Schedule of Fair Value of Warrants Issued

Significant inputs for the warrants issued in connection with the Legacy Celularity Series B Preferred Stock are as follows:

		July 16, 2021
Fair value of common stock	$	9.66 - 10.20
Exercise price b	$		7.53
Term			3.67
Risk-free interest rate			0.60	%
Volatility			54.0	%

(b) The warrants are exercisable at a price of $7.53 per share on the first to occur of: (a) the 60-month anniversary of the date of issuance of the warrants, (b) the consummation of an agreement for a public exit event, and (c) the consummation of a change of control.

GX Sponsor Warrants

Fair Value Of Financial Assets And Liabilities Tables [Line Items]

Schedule of Fair Value of Warrants Issued

Significant inputs for the Sponsor Warrants are as follows:

	December 31, 2022			December 31, 2021
Common share price	$	1.29		$	5.12
Exercise price	$	11.50		$	11.50
Dividend yield		0	%		0	%
Term (years)		3.5			4.5
Risk-free interest rate		4.16	%		1.19	%
Volatility		75.0	%		63.0	%

May 2022 PIPE Warrants

Fair Value Of Financial Assets And Liabilities Tables [Line Items]

Schedule of Fair Value of Warrants Issued

Significant inputs for the May 2022 PIPE Warrants are as follows:

	December 31, 2022
Common share price	$	1.29
Exercise price	$	8.25
Dividend yield		0	%
Term (years)		4.4
Risk-free interest rate		3.99	%
Volatility		81.2	%