SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Dragasac Ltd (Last) (First) (Middle) C/O 24TH FLOOR, WISMA GENTING JALAN SULTAN ISMAIL (Street) KUALA LUMPUR N8 50250 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 07/16/2021	3. Issuer Name and Ticker or Trading Symbol Celularity Inc [ CELU ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	30,062,778(1)	D(2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrants (Right to Buy)	07/16/2021	(4)	Class A Common Stock	6,529,818(3)	$6.77	D(2)

1. Name and Address of Reporting Person* Dragasac Ltd (Last) (First) (Middle) C/O 24TH FLOOR, WISMA GENTING JALAN SULTAN ISMAIL (Street) KUALA LUMPUR N8 50250 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Genting Berhad (Last) (First) (Middle) 24TH FLOOR, WISMA GENTING JALAN SULTAN ISMAIL (Street) KUALA LUMPUR N8 50250 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. 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.

2. 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.

3. 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.

4. 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	07/26/2021
	Genting Berhad By: /s/ Loh Bee Hong, Elaine, Company Secretary	07/26/2021
	** Signature of Reporting Person	Date
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