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