SC 13G/A 1 s61001038.htm SCHEDULE 13G/A, AMENDMENT #1

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Celularity Inc.

(Name of Issuer)

Class A Common Stock

(Title of Class of Securities)

151190105

(CUSIP Number)

December 31, 2022

(Date of Event which Requires Filing

of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[ ] Rule 13d-1(b)

[X] Rule 13d-1(c)

[ ] Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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

EXPLANATORY NOTE:

This Amendment No. 1 (“Amendment No. 1”) is filed to amend the initial statement on Schedule 13G filed by the Reporting Persons with the Securities and Exchange Commission on July 26, 2021 (the “Original Schedule 13G” and, as amended herein, the “Schedule 13G”). This Amendment No. 1 amends and restates in its entirety, all information relating to the Reporting Persons and the Reporting Persons’ beneficial ownership of the Issuer’s securities, as previously reported in the Original Schedule 13G.

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:

	Not Applicable

Item 6	Ownership of More than Five Percent on Behalf of Another Person:

	Not Applicable

Item 7	Identification and Classification of the Subsidiary Which Acquired the Security 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.

[Remainder of page intentionally left blank]

SIGNATURE

After reasonable inquiry and to the best of the knowledge and belief of the undersigned, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: February 13, 2023

	STARR INTERNATIONAL INVESTMENTS LTD.

	By:	/s/ Stuart Osborne
		Name: Stuart Osborne
		Title: Controller and Vice President


	STARR INTERNATIONAL COMPANY, INC.

	By:	/s/ Stuart Osborne
		Name: Stuart Osborne
		Title: President and Treasurer

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