Key facts
- This page summarizes Dragasac Ltd's Form 3 filing for Celularity Inc (CELU).
- 0 reported transactions and 1 derivative row are listed below.
- Accepted by SEC: 26 Jul 2021, 19:32.
Dragasac Ltd - 16 Jul 2021 Form 3 Insider Report for Celularity Inc (CELU)
- Reporting relationship
- 10%+ Owner
- Issuer ticker
- CELU
- Reported as of
- 16 Jul 2021
- Net transaction value
- $0
- Reporting owner signature
- Dragasac Limited By: /s/ Tan Kong Han, Director
Source evidence
Original filing metadata and source links for verification.
3 source fields
Reporting owner
1 detail
Key filing fact
Dragasac Ltd filed Form 3 for Celularity Inc (CELU) on 26 Jul 2021.
Change
- No earlier filing in this sequence is available for direct comparison.
- Current net transaction value: $0.
Research use
- This tells you what this filing adds before you inspect full transaction and derivative tables.
- You can trace every row back to the original SEC filing document.
Evidence
Official SEC source
View source filing
Ownership activity is grounded in SEC Form 3 disclosures.
Reported non-derivative transactions
Shares, units, or other non-derivative securities reported in this filing.
CELU
holding
Class A Common Stock
No transaction description listed
- Transaction value
- Shares
- Change %
- Price
- Shares after
- 30,062,778
- Date
- 16 Jul 2021
- Ownership
- Direct
- Footnotes
- F1, F2
Reported derivative securities
Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.
CELU
holding
Derivative
Warrants (Right to Buy)
No transaction description listed
- Transaction value
- Shares
- Change %
- Price
- Shares after
- Date
- 16 Jul 2021
- Ownership
- Direct
- Underlying class
- Class A Common Stock
- Underlying amount
- 6,529,818
- Exercise price
- $6.77
- Footnotes
- F2, F3, F4
* marks a reported price that did not pass the local price check.
Additional SEC filing notes
Filing notes and footnotes
Explanation of responses 4 footnotes
Footnote F1
These shares of Class A Common Stock were acquired in connection with the merger of GX Acquisition Corp. ("GX"), two of its wholly owned subsidiaries and Celularity Inc. ("Celularity") (the "Merger"), which closed on July 16, 2021 ("Closing"). At Closing, Dragasac Limited ("Dragasac") acquired (i) 26,562,778 shares of Class A Common Stock in exchange for 34,560,219 shares of Series B Preferred Stock of Celularity and (ii) 3,500,000 shares of Class A Common Stock acquired directly from the Issuer in a private placement pursuant to a subscription agreement with the Issuer. On the Closing date, the closing price of the Issuer's Class A Common Stock was $10.20.
Footnote F2
These securities are directly held by Dragasac, which is an indirect wholly-owned subsidiary of Genting Berhad, a public company listed on the Malaysian stock exchange. Lim Kok Thay, who serves as a director on the Issuer's board of directors, is an indirect beneficial owner of the largest shareholder of Genting Berhad, where he serves as Chief Executive and Chairman of the Board. Mr. Lim separately files section 16 reports. Genting Berhad disclaims beneficial ownership over the reported securities except to the extent of its pecuniary interest therein.
Footnote F3
These warrants to acquire Class A Common Stock were acquired in connection with the Merger in exchange for warrants to acquire 8,495,796 shares of Series B Preferred Stock of Celularity that had an exercise price per share equal to the lesser of (a) $5.20 per share or (b) 80% of either (i) the value attributed to one share of Series B Preferred Stock of Celularity upon consummation of a change in control or the closing of a strategic transaction pursuant to which Celularity's stockholders exchange their existing shares of capital stock in Celularity for shares in a company whose shares are listed on a national stock exchange or (ii) the price at which one share of Celularity common stock is sold to the public market in an initial public offering.
Footnote F4
These warrants expire upon the earlier to occur of (i) March 16, 2025, or (ii), the consummation of a change in control of the Issuer.