Fair Value of Financial Assets and Liabilities (Tables)

3 Months Ended

Mar. 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 March 31, 2022
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents - money market funds	$	46,490	$	—	$	—	$	46,490
Convertible note receivable		—		—		2,392		2,392
	$	46,490	$	—	$	2,392	$	48,882
Liabilities:
Contingent stock consideration	$	—	$	—	$	1,565	$	1,565
Acquisition-related contingent consideration obligations		—		—		237,071		237,071
Warrant liability - Sponsor Warrants		—		—		27,200		27,200
Warrant liability - Public Warrants		19,694		—		—		19,694
	$	19,694	$	—	$	265,836	$	285,530

	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 March 31, 2022 and December 31, 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 March 31, 2022
Liabilities:
Contingent stock consideration	$	—	$	—	$	—	$	1,565		$	1,565
Acquisition-related contingent consideration obligations		232,222		—		—		4,849			237,071
	$	232,222	$	—	$	—	$	6,414		$	238,636
	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
Loss recognized in earnings from change in fair value		20,932
Balance as of March 31, 2022	$	46,894

Schedule of Convertible Note Valuation Model

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

	March 31, 2022			December 31, 2021
Face value	$	4,000		$	4,000
Coupon rate	12% - 17%			12% - 17%
Stock price	$	0.10		$	0.17
Term (years)	.51 - 1.17			.7 - 3.19
Risk-free interest rate		1.07	%		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 March 31, 2022 and December 31, 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 March 31, 2022
Liabilities:
Contingent stock consideration	$	—	$	—	$	—	$	1,570	$	1,570

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:

	March 31, 2022			December 31, 2021
Common share price	$	8.71		$	5.12
Exercise price	$	11.50		$	11.50
Dividend yield		0	%		0	%
Term (years)		4.3			4.5
Risk-free interest rate		2.43	%		1.19	%
Volatility		53.0	%		63.0	%