NEW YORK, May 10, 2021 /PRNewswire/ -- GX Acquisition
Corp. ("GX") (NASDAQ: GXGX), a publicly-traded special purpose
acquisition company, today reaffirmed its intention to support
the proposal to amend GX's amended and restated certificate of
incorporation to extend the date by which GX must complete its
initial business combination from May 23,
2021 to July 31, 2021 (the
"Extension" and such later date, the "Extended Date"). This
proposal will be voted on by stockholders at
the upcoming special meeting of stockholders on
May 14, 2021. The Extension will
allow GX until the Extended Date to complete its initial business
combination.
In order to support this proposal, GX has agreed that, if
the Extension is approved, GX will deposit into the trust
account $0.025 per share for each
month of the Extension period, pro-rated for partial months during
the Extension period, resulting in a maximum contribution of
$0.0565 per share of Class
A common stock that is not redeemed in connection with
the special meeting (the "Maximum Contribution"). This
contribution will be funded as follows: on (or prior to)
May 23, 2021, GX will deposit into
the trust account an amount equal to $0.0315 per share of Class A common stock not
redeemed in connection with the special meeting and on (or prior
to) July 1, 2021, GX will deposit
into the trust account an amount equal to $0.025 per share of Class A Common stock not
redeemed in connection with the special meeting, provided that, no
such deposits will be made following the completion of GX's
previously announced business combination with Celularity Inc.
("Celularity"), an allogeneic cellular therapy company (the
"Celularity Business Combination").
Affiliates of GX's sponsor, GX Sponsor LLC, have agreed to
contribute to GX as a loan an amount equal to the aggregate amount
of each monthly contribution described above. The loan will not
bear interest and will be repayable by GX upon consummation of the
Celularity Business Combination either in cash or through the
issuance of private placement warrants (at a price of $1.00 per warrant, capped at $1,500,000), at the option of the lender.
The per-share pro rata portion of the trust account on the
March 23, 2021 record date for the
special meeting was approximately $10.15. If the Extension is approved and
GX needs the full length of the Extension to
complete the Celularity Business Combination and the Maximum
Contribution is made, an additional $0.0565 per share will be added to the per-share
redemption amount. No contribution will occur if the Extension
is not approved, and GX will not make the monthly contributions
into the trust account if the Extension is not completed for any
reason (including consummation of the Celularity Business
Combination).
GX and Celularity are continuing to work together to address
comments from the staff of the U.S. Securities and Exchange
Commission ("SEC") on the proxy statement/prospectus filed in
connection with the Celularity Business Combination and to satisfy
the various closing conditions to the consummation of the
Celularity Business Combination.
About GX
GX is a blank check company incorporated in Delaware for the purpose of effecting a
merger, share exchange, asset acquisition, share purchase,
reorganization, or similar business combination with one or more
businesses or entities. GX is led by Jay R.
Bloom and Dean C. Kehler, who
serve as Managing Partners of Trimaran Capital Partners.
Additional Information and Where to Find It
GX has filed a registration Statement with the SEC on Form S-4
(the "Registration Statement"), which includes a preliminary proxy
statement to be distributed to holders of GX's common stock in
connection with GX's solicitation of proxies for the vote by GX's
stockholders with respect to the Celularity Business Combination
and other matters as described in the Registration Statement, and a
prospectus relating to the offer of the securities to be issued to
Celularity's stockholders in connection with the Celularity
Business Combination. After the Registration Statement has been
declared effective, GX will mail a definitive proxy statement and
other relevant documents to its stockholders as of the record date
established for voting on the Celularity Business Combination and
the other proposals regarding the Celularity Business Combination
set forth in the Registration Statement. GX's stockholders
and other interested persons are advised to read the Registration
Statement, including the preliminary proxy statement / prospectus
contained therein, and any amendments thereto and, once available,
the definitive proxy statement / prospectus, in connection with
GX's solicitation of proxies for its special meeting of
stockholders to be held to approve, among other things, the
Celularity Business Combination, because these documents will
contain important information about GX, Celularity and the
Celularity Business Combination. Stockholders may also obtain a
copy of the preliminary proxy statement/prospectus or, once
available, the definitive proxy statement/prospectus, as well as
other documents filed with the SEC regarding the Celularity
Business Combination and other documents filed with the SEC by GX,
without charge, at the SEC's website located at www.sec.gov or by
directing a request to GX Acquisition Corp., 1325 Avenue of the
Americas, 25th Floor, New York, NY
10019.
Participants in the Solicitation
GX and its directors and officers may be deemed participants in
the solicitation of proxies of GX's stockholders in connection with
the Celularity Business Combination. GX's stockholders and other
interested persons may obtain, without charge, more detailed
information regarding the directors and officers of GX in GX's
Annual Report on Form 10-K for the fiscal year ended
December 31, 2020, which was filed with the SEC on
March 4, 2021, GX's Definitive Proxy Statement on Schedule
14A, which was filed with the SEC on December 4, 2020, the Registration Statement,
which was initially filed with the SEC on January 25, 2021 and amended on March 29, 2021 and April
23, 2021, including the preliminary proxy
statement/prospectus contained therein, and GX's Definitive Proxy
Statement on Schedule 14A, which was filed with the SEC on
April 14, 2021.
Information regarding the persons who may, under SEC rules, be
deemed participants in the solicitation of proxies of GX's
stockholders in connection with the Celularity Business Combination
and other matters to be voted upon at the special meeting will be
set forth in the registration statement for the Celularity Business
Combination. Additional information regarding the interests of
participants in the solicitation of proxies in connection with the
Celularity Business Combination is included in the Registration
Statement.
Non-Solicitation
This communication is not a proxy statement or solicitation of a
proxy, consent or authorization with respect to any securities or
in respect of the potential transaction and shall not constitute an
offer to sell or a solicitation of an offer to buy the securities
of Celularity, the combined company or GX, nor shall there be any
sale of any such securities in any state or jurisdiction in which
such offer, solicitation, or sale would be unlawful prior to
registration or qualification under the securities laws of such
state or jurisdiction. No offer of securities shall be made except
by means of a prospectus meeting the requirements of Section 10 of
the Securities Act of 1933, as amended, and otherwise in accordance
with applicable law.
Forward Looking Statements
This communication contains, or incorporates by reference,
"forward-looking statements" within the meaning of The Private
Securities Litigation Reform Act of 1995. Forward-looking
statements may include, but are not limited to, statements
regarding GX's, GX's management team's, Celularity's and
Celularity's management team's expectations, hopes, beliefs,
intentions or strategies regarding the future. In addition, any
statements that refer to projections, forecasts or other
characterizations of future events or circumstances, including any
underlying assumptions, are forward-looking statements. The words
"anticipate," "believe," "can," "contemplate," "continue," "could,"
"estimate," "expect," "forecast," "intends," "may," "might,"
"outlook," "plan," "possible," "potential," "predict," "project,"
"seek," "should," "strive," "target," "will," "would" and similar
expressions may identify forward-looking statements, but the
absence of these words does not mean that a statement is not
forward-looking. Forward-looking statements in this communication
may include, for example: (i) the ability to consummate the
Celularity Business Combination, (ii) the expected benefits of the
Celularity Business Combination; (iii) the financial and business
performance of Celularity, (iv) the inability to complete the PIPE
Investment; (v) the success and timing of Celularity's cellular
therapeutic development activities and initiating clinical trials;
(vi) the success and timing of Celularity's planned clinical
trials; (vii) Celularity's ability to obtain and maintain
regulatory approval of any of Celularity's therapeutic candidates;
(viii) Celularity's plans to research, discover and develop
additional therapeutic candidates, including by leveraging genetic
engineering and other technologies and expanding into additional
indications; (ix) Celularity's ability to expand its manufacturing
capabilities, and to manufacture Celularity's therapeutic
candidates and scale production; (x) Celularity's ability to meet
certain milestones; (xi) changes in Celularity's strategy, future
operations, financial position, estimated revenues and losses,
projected costs, prospects and plans; (xii) the implementation,
market acceptance and success of Celularity's business model;
(xiii) developments and projections relating to Celularity's
competitors and industry; (xiv) the impact of health epidemics,
including the COVID-19 pandemic, on Celularity's business and the
actions Celularity may take in response thereto; (xv) Celularity's
expectations regarding its ability to obtain and maintain
intellectual property protection and not infringe on the rights of
others; (xvi) expectations regarding the time during which GX will
be an emerging growth company under the JOBS Act; (xvii)
Celularity's future capital requirements and sources and uses of
cash; (xviii) Celularity's ability to obtain funding for its
operations; (xix) Celularity's business, expansion plans and
opportunities; and (xx) the outcome of any known and unknown
litigation and regulatory proceedings. These forward-looking
statements are based on information available as of the date of
this communication, and current expectations, forecasts and
assumptions, and involve a number of judgments, risks and
uncertainties. These risks and uncertainties may be amplified by
the COVID- 19 pandemic, which has caused significant economic
uncertainty. If any of these risks materialize or underlying
assumptions prove incorrect, actual results could differ materially
from the results implied by these forward-looking statements. There
may be additional risks that neither GX nor Celularity presently
know, or that GX or Celularity currently believe are immaterial,
that could also cause actual results to differ from those contained
in the forward-looking statements. In addition, forward-looking
statements reflect GX's and Celularity's expectations, plans, or
forecasts of future events and views as of the date of this
communication. GX and Celularity anticipate that subsequent events
and developments will cause GX's and Celularity's assessments to
change. Accordingly, forward-looking statements should not be
relied upon as representing GX's or Celularity's views as of any
subsequent date, and GX does not undertake any obligation to update
forward-looking statements to reflect events or circumstances after
the date they were made, whether as a result of new information,
future events or otherwise, except as may be required under
applicable securities laws. Additional risks and uncertainties are
identified and discussed in GX's reports filed with the SEC and
available at the SEC's website at http://www.sec.gov.
Contact:
Caroline Luz
Lambert
& Co.
cluz@lambert.com
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SOURCE GX Acquisition Corp.