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SEC Comment Letter for Celularity Inc (CELU, CELUW) (CIK 0001752828) (CELU) — Apr 10, 2019

Celularity Inc (CELU, CELUW) (CIK 0001752828)
Date: April 10, 2019 · CIK: 0001752828 · Accession: 0000000000-19-006912

Regulatory Compliance Offering / Registration Process Business Model Clarity

AI Filing Summary & Sentiment

Sentiment
Urgency
Document Type
Confidence
SEC Posture
Company Posture

Summary

Reasoning

Date
April 10, 2019
Author
Ernest Greene
Form
UPLOAD
Company
Celularity Inc (CELU, CELUW) (CIK 0001752828)

Letter

April 10, 2019 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 amended 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. Form DRS/A submitted 3/28/2019 General 1.We note that your forum selection provision identifies the Court of Chancery of the State of Delaware and the federal district court for the District of Delaware as the exclusive forum for any action arising under the Securities Act. Please revise your disclosure to highlight the uncertainty relating to the enforceability of such a provision.

FirstName LastNameJay R. Bloom Comapany NameGX Acquisition Corp. April 10, 2019 Page 2 FirstName LastName Jay R. Bloom GX Acquisition Corp. April 10, 2019 Page 2 You may contact Ernest Greene at 202-551-3733 or Kevin Stertzel at 202-551-3723 if you have questions regarding comments on the financial statements and related matters. Please contact Jay Ingram at 202-551-3397with any other questions. Sincerely, Division of Corporation Finance Office of Manufacturing and Construction

Show Raw Text
April 10, 2019
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 amended 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.
Form DRS/A submitted 3/28/2019
General
1.We note that your forum selection provision identifies the Court of Chancery of the State
of Delaware and the federal district court for the District of Delaware as the exclusive
forum for any action arising under the Securities Act.  Please revise your disclosure to
highlight the uncertainty relating to the enforceability of such a provision.

 FirstName LastNameJay R. Bloom
 Comapany NameGX Acquisition Corp.
 April 10, 2019 Page 2
 FirstName LastName
Jay R. Bloom
GX Acquisition Corp.
April 10, 2019
Page 2
            You may contact Ernest Greene at 202-551-3733 or Kevin Stertzel at 202-551-3723 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Jay Ingram at 202-551-3397with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing and
Construction