​GXGXU = 1C + 1/2W


​Prospectus 4/26/19

​Term = 24 months. Closed on 5/23/19.

​1W + $11.50. Call $18.

Celularity target ​is a clinical-stage biotechnology company leading the next evolution in cellular medicine by developing off-the-shelf placental-derived allogeneic T cells engineered with a chimeric antigen receptor (“CAR”) (“CAR-T”) cells, natural killer (“NK”) cells, and mesenchymal-like adherent stromal cells (“ASCs”), targeting indications across cancer, infectious and degenerative diseases.

​1/2/21  based on the fair value of cash and marketable securities held in the Trust Account as of December 31, 2020 of approximately $291.8 million, the estimated per share redemption price would have been approximately $10.15. 

There currently are 28,750,000 shares of GX Class A Common Stock issued and outstanding and 7,187,500 shares of GX Class B Common Stock outstanding. In addition, there currently are 21,375,000 GX Warrants issued and outstanding, consisting of 14,375,000 Public Warrants and 7,000,000 Private Placement Warrants. 



IPO Trust = $10. $250.0 million or $287.5 million if the underwriters’ over-allotment option is exercised in full ($10.00 per unit) will be deposited into a US trust account at J.P. Morgan Chase Bank, with Continental Stock Transfer & Trust Company as trustee.

  • The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public stockholders.


On May 23, 2019, GX Acquisition Corp. (the “Company”) consummated its initial public offering (the “IPO”) of 28,750,000 units (the “Units”), including 3,750,000 Units issued pursuant to the exercise in full of the underwriters’ over-allotment option. Each Unit consists of one share of Class A common stock of the Company, par value $0.0001 per share (“Class A Common Stock”), and one-half of one redeemable warrant of the Company (“Warrant”), with each whole Warrant entitling the holder thereof to purchase one share of Class A Common Stock for $11.50 per share. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $287,500,000.

​We have not selected any specific business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. While we may pursue an initial business combination target in any stage of its corporate evolution or in any industry or sector, we intend to focus our search on companies with favorable growth prospects and attractive returns on invested capital.

Our management team is led by Jay R. Bloom and Dean C. Kehler, our co-Chairmen and Chief Executive Officers. Our management team has guided public and private companies over more than three decades as private equity principals, owners, corporate directors and advisors across a wide variety of industries, including the energy, infrastructure, telecom/media, technology, consumer products and services, financial services, and manufacturing sectors. Through these activities, our management team has developed a broad network of contacts that we believe will be helpful in identifying targets for a potential business combination.

Messrs. Bloom and Kehler are Managing Partners of Trimaran Capital Partners, which they co-founded in 1998. Trimaran has managed private equity, collateralized loan obligations and hedge funds (in the case of hedge funds, as sub-advisor). Prior to Trimaran, Messrs. Bloom and Kehler were Managing Directors and Vice Chairmen of CIBC World Markets Corp. (“CIBC”), where they were responsible for CIBC’s United States and European merchant banking activities, which were conducted through the CIBC WG Argosy Merchant Funds (the “CIBC Funds”). In addition, Messrs. Bloom and Kehler were responsible for overseeing CIBC’s United States and European Leveraged Finance businesses, which included financial sponsor coverage; acquisition finance; high yield origination, underwriting, sales and trading; private placements and financial restructuring advisory services.

Prior to CIBC, Messrs. Bloom and Kehler were co-founders of the Argosy Group L.P. (“Argosy”), a leveraged finance-oriented boutique investment bank that was acquired by CIBC in 1995. Prior to Argosy, Messrs. Bloom and Kehler were Managing Directors of Drexel Burnham Lambert Inc., and before that were investment bankers at Lehman Brothers.

Our management team also includes Michael G. Maselli, our Vice President of Acquisitions. Mr. Maselli has been Managing Director of Trimaran since 2006, and previously was a Managing Directorof CIBC. Prior to CIBC, Mr. Maselli was a Managing Director in Bear Stearns & Co. Inc.’s Utility and Natural Resources group and previously was a Vice President at Kidder, Peabody & Co. Mr. Maselli serves as Chairman of the Board of Directors of El Pollo Loco Holdings Inc. (NASDAQ: LOCO), and previously served as Chairman of the Board of CB Holding Corp. (restaurants), and as a director of Brite Media Group LLC (specialty advertising); ChanceLight, Inc. (for-profit education); Norcraft Companies, Inc. (building products; NASDAQ: NCFT); and Standard Steel, LLC (railcar components). In addition, Mr. Maselli previously served as a board observer of TNP Enterprises, Inc. (electric utility) and ITC Holdings, Inc. (electric transmission).