| Name | Relationship | Address | Signature | Signature date | CIK |
|---|---|---|---|---|---|
| Lim Kok Thay | 10%+ Owner | 25TH FLOOR, WISMA GENTING, JALAN SULTAN ISMAIL, KUALA LUMPUR, MALAYSIA | /s/ Lim Kok Thay | 2025-07-28 | 0001470308 |
| Genting Berhad | 10%+ Owner | 14TH FLOOR, WISMA GENTING, JALAN SULTAN ISMAIL, KUALA LUMPUR, MALAYSIA | Genting Berhad By: /s/ Loh Bee Hong, Elaine, Company Secretary | 2025-07-28 | 0001788489 |
| Resorts World Inc Pte. Ltd. | 10%+ Owner | 3 LIM TECK KIM RD, #09-02, GENTING CENTRE, SINGAPORE, SINGAPORE | Resorts World Inc Pte. Ltd. By: /s/ Hiu Woon Yau, Director | 2025-07-28 | 0002007400 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | CELU | Warrants (Right to Buy) | Other | -300K | -100% | 0 | Jul 24, 2025 | Class A Common Stock | 300K | $8.10 | By Resorts World Inc Pte. Ltd. | F1, F2, F3 | ||
| transaction | CELU | Warrants (Right to Buy) | Other | +300K | 300K | Jul 24, 2025 | Class A Common Stock | 300K | $2.84 | By Resorts World Inc Pte. Ltd. | F1, F2, F3 | |||
| transaction | CELU | Warrants (Right to Buy) | Other | -300K | -100% | 0 | Jul 24, 2025 | Class A Common Stock | 300K | $5.90 | By Resorts World Inc Pte. Ltd. | F1, F2, F3 | ||
| transaction | CELU | Warrants (Right to Buy) | Other | +300K | 300K | Jul 24, 2025 | Class A Common Stock | 300K | $2.84 | By Resorts World Inc Pte. Ltd. | F1, F2, F3 | |||
| transaction | CELU | Warrants (Right to Buy) | Other | -1.35M | -100% | 0 | Jul 24, 2025 | Class A Common Stock | 1.35M | $2.99 | By Resorts World Inc Pte. Ltd. | F1, F2, F3 | ||
| transaction | CELU | Warrants (Right to Buy) | Other | +1.35M | 1.35M | Jul 24, 2025 | Class A Common Stock | 1.35M | $2.84 | By Resorts World Inc Pte. Ltd. | F1, F2, F3 | |||
| transaction | CELU | Warrants (Right to Buy) | Other | +500K | 500K | Jul 24, 2025 | Class A Common Stock | 500K | $2.84 | By Resorts World Inc Pte. Ltd. | F2, F3, F4 | |||
| transaction | CELU | Warrants (Right to Buy) | Other | +3.7M | 3.7M | Jul 24, 2025 | Class A Common Stock | 3.7M | $2.53 | Direct | F2, F5, F6 |
| Id | Content |
|---|---|
| F1 | The Issuer amended and restated the terms of these warrants to adjust the exercise price of these warrants to $2.844 per share, which represents a 10% discount from the closing price of the Issuer's Class A Common Stock on July 24, 2025, pursuant to the terms agreed upon in the binding term sheet ("Term Sheet") between the Issuer and RWI (defined in Footnote 3) dated February 12, 2025, a copy of which is filed as Exhibit 10.68 to Amendment No. 1 to Form S-1 filed by the Issuer with the SEC on February 13, 2025. |
| F2 | Pursuant to the terms of each of these warrants, the exercise price was set on July 24, 2025, and accordingly the new warrants became "derivative securities" (as such term is defined in Rule 16a-1(c) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")), and, for the amended and restated warrants, replaced the existing warrants at that time, thereby triggering a reporting obligation for each such warrant under Section 16 of the Exchange Act. |
| F3 | These warrants are held by Resorts World Inc Pte. Ltd. ("RWI"). Genting Berhad indirectly holds 50% of RWI with the balance 50% indirectly held by Mr. Lim. Each of Genting Berhad and Mr. Lim disclaims beneficial ownership over these securities except to the extent of its or his pecuniary interest therein. |
| F4 | On July 24, 2025, the Issuer issued to RWI a new warrant to purchase up to 500,000 shares of the Issuer's Class A Common Stock at an exercise price of $2.844 per share, which represents a 10% discount from the closing price of the Issuer's Class A Common Stock on July 24, 2025, pursuant to the terms agreed upon in the Term Sheet. |
| F5 | In connection with Mr. Lim's purchase of a promissory note from the Issuer with an aggregate principal amount of $6,812,230, that bears interest at 2% per annum and has a maturity date of March 21, 2026, Mr. Lim received from the Issuer a warrant to purchase up to 3.7 million shares of the Issuer's Class A Common Stock, at an exercise price of $2.528 per share, which represents a 20% discount from the closing price of the Issuer's Class A Common Stock on July 24, 2025. |
| F6 | This warrant is exercisable for five (5) years from (i) the date Mr. Lim receives clearance from the Committee on Foreign Investment in the United States ("CFIUS"), if such clearance is required for Mr. Lim to exercise this warrant, or (ii) the issuance date (July 21, 2025), if CFIUS clearance is not required for Mr. Lim to exercise this warrant. |