SEC Comment Letter for Celularity Inc (CELU, CELUW) (CIK 0001752828) (CELU) — Nov 29, 2018
Celularity Inc (CELU, CELUW) (CIK 0001752828)
Date: Nov. 29, 2018 · CIK: 0001752828 · Accession: 0000000000-18-036653
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November 29, 2018
Jay R. Bloom
Co-Chairman and Chief Executive Officer
GX Acquisition Corp.
1325 Avenue of the Americas, 25th Floor
New York, NY 10019
Re:GX Acquisition Corp.
Draft Registration Statement on Form S-1
Submitted November 5, 2018
CIK No. 1752828
Dear Mr. Bloom:
We have reviewed your draft registration statement and have the following comments. In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1
General, page i
1.Please supplementally provide us with copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or someone authorized to do so on your
behalf, present to potential investors in reliance on Section 5(d) of the Securities Act,
whether or not they retain copies of the communications.
Note 6. Commitment and Contingencies
Registration Rights, page F-12
2.Please disclose whether there are any maximum cash penalties under the
registration rights agreement, if applicable. Please also disclose any additional penalties
FirstName LastNameJay R. Bloom
Comapany NameGX Acquisition Corp.
November 29, 2018 Page 2
FirstName LastName
Jay R. Bloom
GX Acquisition Corp.
November 29, 2018
Page 2
resulting from delays in registering your common stock. Refer to ASC 825-20-50-1.
Note 8. Subsequent Events , page F-14
3.Please disclose the actual date through which subsequent events were evaluated as
required by ASC 855-10-50-1.
You may contact Ernest Greene (Staff Accountant) at 202-551-3733 or Kevin
Stertzel (Staff Accountant) at 202-551-3723 if you have questions regarding comments on the
financial statements and related matters. Please contact Frank Pigott (Staff Attorney) at 202-
551-3570 or Jay Ingram (Legal Branch Chief) at 202-551-3397 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing and
Construction