0001567619-21-013989.txt : 20210726
0001567619-21-013989.hdr.sgml : 20210726
20210726193228
ACCESSION NUMBER: 0001567619-21-013989
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20210716
FILED AS OF DATE: 20210726
DATE AS OF CHANGE: 20210726
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Genting Berhad
CENTRAL INDEX KEY: 0001788489
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38914
FILM NUMBER: 211115524
BUSINESS ADDRESS:
STREET 1: 24TH FLOOR, WISMA GENTING
STREET 2: JALAN SULTAN ISMAIL
CITY: KUALA LUMPUR
STATE: N8
ZIP: 50250
BUSINESS PHONE: 60 3 2178 2288
MAIL ADDRESS:
STREET 1: 24TH FLOOR, WISMA GENTING
STREET 2: JALAN SULTAN ISMAIL
CITY: KUALA LUMPUR
STATE: N8
ZIP: 50250
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Dragasac Ltd
CENTRAL INDEX KEY: 0001872884
STATE OF INCORPORATION: Y8
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38914
FILM NUMBER: 211115525
BUSINESS ADDRESS:
STREET 1: C/O 24TH FLOOR, WISMA GENTING
STREET 2: JALAN SULTAN ISMAIL
CITY: KUALA LUMPUR
STATE: N8
ZIP: 50250
BUSINESS PHONE: 603 2333 6888
MAIL ADDRESS:
STREET 1: C/O 24TH FLOOR, WISMA GENTING
STREET 2: JALAN SULTAN ISMAIL
CITY: KUALA LUMPUR
STATE: N8
ZIP: 50250
ISSUER:
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
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
3
1
doc1.xml
FORM 3
X0206
3
2021-07-16
0
0001752828
Celularity Inc
CELU
0001872884
Dragasac Ltd
C/O 24TH FLOOR, WISMA GENTING
JALAN SULTAN ISMAIL
KUALA LUMPUR
N8
50250
MALAYSIA
0
0
1
0
0001788489
Genting Berhad
24TH FLOOR, WISMA GENTING
JALAN SULTAN ISMAIL
KUALA LUMPUR
N8
50250
MALAYSIA
0
0
1
0
Class A Common Stock
30062778
D
Warrants (Right to Buy)
6.77
2021-07-16
Class A Common Stock
6529818
D
These shares of Class A Common Stock were acquired in connection with the merger of GX Acquisition Corp. ("GX"), two of its wholly owned subsidiaries and Celularity Inc. ("Celularity") (the "Merger"), which closed on July 16, 2021 ("Closing"). At Closing, Dragasac Limited ("Dragasac") acquired (i) 26,562,778 shares of Class A Common Stock in exchange for 34,560,219 shares of Series B Preferred Stock of Celularity and (ii) 3,500,000 shares of Class A Common Stock acquired directly from the Issuer in a private placement pursuant to a subscription agreement with the Issuer. On the Closing date, the closing price of the Issuer's Class A Common Stock was $10.20.
These securities are directly held by Dragasac, which is an indirect wholly-owned subsidiary of Genting Berhad, a public company listed on the Malaysian stock exchange. Lim Kok Thay, who serves as a director on the Issuer's board of directors, is an indirect beneficial owner of the largest shareholder of Genting Berhad, where he serves as Chief Executive and Chairman of the Board. Mr. Lim separately files section 16 reports. Genting Berhad disclaims beneficial ownership over the reported securities except to the extent of its pecuniary interest therein.
These warrants to acquire Class A Common Stock were acquired in connection with the Merger in exchange for warrants to acquire 8,495,796 shares of Series B Preferred Stock of Celularity that had an exercise price per share equal to the lesser of (a) $5.20 per share or (b) 80% of either (i) the value attributed to one share of Series B Preferred Stock of Celularity upon consummation of a change in control or the closing of a strategic transaction pursuant to which Celularity's stockholders exchange their existing shares of capital stock in Celularity for shares in a company whose shares are listed on a national stock exchange or (ii) the price at which one share of Celularity common stock is sold to the public market in an initial public offering.
These warrants expire upon the earlier to occur of (i) March 16, 2025, or (ii), the consummation of a change in control of the Issuer.
Dragasac Limited By: /s/ Tan Kong Han, Director
2021-07-26
Genting Berhad By: /s/ Loh Bee Hong, Elaine, Company Secretary
2021-07-26