Celularity Inc current report, 23 May 2019

Full document

Business Context and Reporting Period

This Form 8-K was filed by GX Acquisition Corp., not Celularity Inc., and reports events occurring on May 23, 2019. The filing concerns the company’s initial public offering and related private placement. The report was filed May 30, 2019.

Key Financial Metrics and Capitalization

  • The IPO comprised 28,750,000 units, including 3,750,000 units issued through the underwriter’s fully exercised over-allotment option.
  • Each unit was sold for $10.00 and included one share of Class A common stock and one-half of one redeemable warrant.
  • Gross IPO proceeds were $287.5 million.
  • Each whole IPO warrant is exercisable for one Class A common share at $11.50 per share.
  • The company separately sold 7,000,000 private placement warrants to GX Sponsor LLC for $1.00 per warrant, generating $7.0 million of gross proceeds.
  • A total of $287.5 million was deposited into a U.S.-based trust account at J.P. Morgan Chase Bank, N.A., with Continental Stock Transfer & Trust Company serving as trustee.
  • The trust deposit consisted of $280.5 million of IPO proceeds, including $10.8125 million of deferred underwriting discount, and $7.0 million from the private placement warrants.
  • The filing does not provide operating revenue, profit, cash flow, margins, debt, or liquidity metrics beyond the IPO and trust-account proceeds.

Material Changes Versus Prior Comparable Period

The filing does not present a prior comparable period. The material event was the completion of the IPO and private placement, resulting in the funding of the trust account.

Guidance, Outlook, Risks, and Unusual Items

  • No management earnings guidance or operating outlook is provided.
  • The company’s securities are those of a special-purpose acquisition company; the filing does not identify a completed business combination or operating business.
  • The deferred underwriting discount of $10.8125 million is included in the reported IPO proceeds placed in trust.
  • An audited balance sheet as of May 23, 2019 was filed as Exhibit 99.1.

Investor Verification Items

  1. Verify the issuer identity: the supplied filing is for GX Acquisition Corp., while the request identifies Celularity Inc.
  2. Reconcile the $287.5 million trust-account deposit with the $287.5 million gross IPO proceeds and the $7.0 million private placement proceeds, including the treatment of underwriting discounts.
  3. Review Exhibit 99.1 for the audited post-IPO balance sheet and associated liabilities.
  4. Review the warrant terms, including the $11.50 exercise price and the terms of the private placement warrants.
  5. Confirm any subsequent business-combination activity, redemption provisions, and use of trust-account funds in later filings.