SEC Form SC 13G/A filed by Celularity Inc. (Amendment)

CUSIP No. 151190105

13G

Page 2 of 9 Pages

1

NAME OF REPORTING PERSON

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

 

Starr International Investments Ltd.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐

(b)  ☐

 

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Bermuda

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED

BY
EACH
REPORTING
PERSON

WITH

5

SOLE VOTING POWER

 

0

6

SHARED VOTING POWER

 

15,281,389

7

SOLE DISPOSITIVE POWER

 

0

8

SHARED DISPOSITIVE POWER

 

15,281,389

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

15,281,389

10

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

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

10.54%

12

TYPE OF REPORTING PERSON*

 

CO

CUSIP No. 151190105

13G

Page 3 of 8 Pages

1

NAME OF REPORTING PERSON

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

 

Starr International Company, Inc.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐

(b)  ☐

 

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Switzerland

NUMBER OF
SHARES
BENEFICIALLY
OWNED

BY
EACH
REPORTING
PERSON

WITH

5

SOLE VOTING POWER

 

0

6

SHARED VOTING POWER

 

15,281,389

7

SOLE DISPOSITIVE POWER

 

0

8

SHARED DISPOSITIVE POWER

 

15,281,389

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

15,281,389

10

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

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

10.54%

12

TYPE OF REPORTING PERSON*

 

HC

 

 

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 each Reporting Person and is incorporated herein by reference for each such Reporting Person.

Starr International Investments Ltd. is a wholly-owned subsidiary of Starr Investment Company, Inc. and accordingly Starr International Company, Inc. may be deemed to beneficially own such shares disclosed in this form that are directly owned by Starr International Investments Ltd.

Item 2(b)

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

Starr International Investments Ltd.

19 Par-la-Ville Road

Hamilton, Bermuda HM11

Item 2(c)

Citizenship:

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

The Issuer’s securities reported on this Schedule 13G are comprised of 15,281,389 shares of Class A Common Stock. Such total amount of securities is unchanged from the Original Schedule 13G. This Schedule 13G is being filed to reflect that in the year 2022 the Reporting Persons exercised the 6,640,694 warrants to purchase shares of Class A Common Stock disclosed in the Original Schedule 13G and that, as of the date of this filing, all securities of the Issuer held by the Reporting Persons are comprised solely of Class A Common Stock.

These securities are directly owned by Starr International Investments Ltd., a wholly-owned subsidiary of Starr International Company, Inc. By virtue of this relationship, Starr International Company, Inc. may be deemed to directly own such shares disclosed in this form.

The ownership percentage disclosed in Row 11 of each 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:

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:

See Exhibit 99.1.

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.

STARR INTERNATIONAL INVESTMENTS LTD.

By:

Name:  Stuart Osborne

Title:  Controller and Vice President

STARR INTERNATIONAL COMPANY, INC.

By:

Name:  Stuart Osborne

Title:  President and Treasurer