Filing Details

CUSIP No. 151190105

 

13G

Page 2 of 5 Pages

1

NAME OF REPORTING PERSON

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

C.V. Starr & Co., Inc.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐

(b)  ☐

 

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Nevada

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED

BY
EACH
REPORTING
PERSON

WITH

5

SOLE VOTING POWER

 

7,640,693

 

6

SHARED VOTING POWER

 

0

7

SOLE DISPOSITIVE POWER

 

7,640,693

 

8

SHARED DISPOSITIVE POWER

 

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

7,640,693

 

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES            ☐

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

5.27%

12

TYPE OF REPORTING PERSON*

 

CO

Item 1(a)

Name of Issuer:

Celularity Inc. (formerly known as GX Acquisition Corp.) (the “Issuer”)

Item 1(b)

Address of Issuer's Principal Executive Offices:

170 Park Ave

Florham Park, NJ 07932

Item 2(a)

Name of Person Filing:

The information required by Item 2(a) is set forth in Row 1 of the cover page hereto for the Reporting Person and is incorporated herein by reference for the Reporting Person.

Item 2(b)

Address of Principal Business Office or, if none, Residence:

 399 Park Ave, 8th Floor,

Item 2(c)

Citizenship:

The information required by Item 2(c) is set forth in Row 4 of the cover page hereto for the Reporting Person and is incorporated herein by reference for the Reporting Person.

Item 2(d)

Title of Class of Securities:

Class A Common Stock, $0.0001 par value per share (“Class A Common Stock”)

Item 2(e)

CUSIP Number:

151190105

Item 3

Statement filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c):

The information required by Item 3 is set forth in Row 12 of the cover page hereto for the Reporting Person and is incorporated herein by reference for the Reporting Person.

Item 4

Ownership:

The information required by Items 4(a)-(c) is set forth in Rows 5-11 of the cover page hereto for the Reporting Person and is incorporated herein by reference for the Reporting Person.

The Issuer’s securities reported on this Schedule 13G are comprised of 7,640,693 shares of Class A Common Stock.

The ownership percentage disclosed in Row 11 of the cover page hereto is based on 145,013,313 outstanding shares of Class A Common Stock, as disclosed in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 10, 2022.

Item 5

Ownership of Five Percent or Less of a Class:

Not Applicable

Item 6

Ownership of More than Five Percent on Behalf of Another Person:

Not Applicable

Item 7

Being Reported on By the Parent Holding Company or Control Person:

Not Applicable

Item 8

Identification and Classification of Members of the Group:

Not Applicable

Item 9

Notice of Dissolution of Group:

Not Applicable

Item 10

Certification:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

C.V. STARR & COMPANY, INC.

By:

/s/ Howard I. Smith

Name: Howard I. Smith

Title: Vice Chairman - Finance