SecProbe.io

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 January 5, 2026

Robert J. Hariri
Chief Executive Officer
Celularity Inc.
170 Park Avenue
Florham Park, NJ 07932

 Re: Celularity Inc.
 Registration Statement on Form S-1
 Filed December 31, 2025
 File No. 333-292515
Dear Robert J. Hariri:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Jessica Dickerson at 202-551-8013 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Jeffrey J. Fessler, Esq.
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 CELULARITY
INC.

 170
Park Avenue

 Florham
Park, New Jersey 07932

 January
 5, 2026

 VIA
EDGAR

 United
States Securities and Exchange Commission

 100
F Street, N.E.

 Washington,
D.C. 20549

 Attention:
Jessica Dickerson

 Re: Celularity
 Inc.

 Registration
Statement on Form S-1

 Filed
December 31, 2025

 File
No. 333-292515

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Celularity Inc. (the "Company")
respectfully requests that the effective date of the registration statement referred to above be accelerated so that it will become effective
at 5:00 p.m., Eastern Standard Time, on Wednesday, January 7, 2026, or as soon thereafter as possible.

 Please
notify Nazia Khan of Sheppard, Mullin, Richter & Hampton LLP, counsel to the Company, at (202) 747-2651 as soon as possible as to
the time the Registration Statement has been declared effective pursuant to this acceleration request.

 CELULARITY INC.

 By:
 /s/
 Robert J. Hariri

 Name:
 Robert J. Hariri

 Title:
 Chief Executive Officer

 - 1 -

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 December 23, 2025

Robert J. Hariri, M.D., Ph.D.
Chief Executive Officer and Chairman
Celularity Inc.
170 Park Avenue
Florham Park, New Jersey 07932

 Re: Celularity Inc.
 Registration Statement on Form S-1
 Filed December 19, 2025
 File No. 333-292288
Dear Robert J. Hariri M.D., Ph.D.:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Chris Edwards at 202-551-6761 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Nazia J. Khan, Esq.
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 CELULARITY
INC.

 170
Park Avenue

 Florham
Park, New Jersey 07932

 December 23,
 2025

 VIA
EDGAR

 United
States Securities and Exchange Commission

 100
F Street, N.E.

 Washington,
D.C. 20549

 Attention:
Chris Edwards

 Re: Celularity
 Inc.
 Registration
 Statement on Form S-1

 Filed
 December 19, 2025

 File
 No. 333-292288

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Celularity Inc. (the "Company")
respectfully requests that the effective date of the registration statement referred to above be accelerated so that it will become effective
at 5:00 p.m., Eastern Standard Time, on Monday, December 29, 2025, or as soon thereafter as possible.

 Please
notify Nazia Khan of Sheppard, Mullin, Richter & Hampton LLP, counsel to the Company, at (202) 747-2651 as soon as possible as to
the time the Registration Statement has been declared effective pursuant to this acceleration request.

 CELULARITY
 INC.

 By:
 /s/
 Robert J. Hariri

 Name:
 Robert
J. Hariri

 Title:
 Chief
 Executive Officer

 - 1 -

CORRESP
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CELULARITY
INC.

170
Park Avenue

Florham
Park, New Jersey 07932

February
13, 2025

VIA
EDGAR

United
States Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Tamika Sheppard

 Re: Celularity
                                            Inc.

Registration
Statement on Form S-1

Filed
February 13, 2025

File
No. 333-284611

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Celularity
Inc. (the “Company”) respectfully requests that the effective date of the registration statement referred to above
(the “Registration Statement”) be accelerated so that it becomes effective at 5:00 p.m., Eastern Time, on Friday February
14, 2025, or as soon thereafter as possible.

Please
notify Nazia Khan of Sheppard, Mullin, Richter & Hampton LLP, counsel to the Company, at (202) 747-2651 as soon as possible as to
the time the Registration Statement has been declared effective pursuant to this acceleration request.

    Sincerely,

    CELULARITY
    INC.

    By:
    /s/
    Robert J. Hariri

    Name:
     Robert
    J. Hariri

    Title:
    Chief
    Executive Officer and Chairman of the Board of Directors

    -1-

CORRESP
1
filename1.htm

  February 13, 2025

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    RE:
    Celularity
    Inc. (“Company”)

    Registration
    Statement on Form S-1

    (File
    No. 333-284611) (the “Registration Statement”)

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations promulgated under the Securities Act of 1933, as amended (the “Securities Act”),
ThinkEquity LLC, as representative of the underwriters of the offering, hereby joins the request of the Company that the effective date
of the above-captioned Registration Statement be accelerated so as to permit it to become effective on Friday, February 14, 2025, at
5:00 p.m., ET, or as soon thereafter as practicable.

Pursuant
to Rule 460 of the General Rules and Regulations of the Securities and Exchange Commission under the Securities Act, we, acting on behalf
of the several underwriters, wish to advise you that, through February 13, 2025, we distributed to each underwriter or dealer, who is
reasonably anticipated to be invited to participate in the distribution of the security, as many copies, as well as “E-red”
copies of the Preliminary Prospectus dated February 12, 2025, as appears to be reasonable to secure adequate distribution of the preliminary
prospectus. We have complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934,
as amended.

    Very
    truly yours,

    THINKEQUITY
    LLC

    By:
    /s/
    Eric Lord

    Name:

    Eric
    Lord

    Title:

    Head
    of Investment Banking

February 6, 2025
Robert Hariri
Chief Executive Officer and Chairman of the Board of Directors
Celularity Inc
170 Park Avenue
Florham Park, New Jersey 07932
Re:Celularity Inc
Registration Statement on Form S-1
Filed January 30, 2025
File No. 333-284611
Dear Robert Hariri:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Tamika Sheppard at 202-551-8346 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

CORRESP
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CORRESP

 CELULARITY INC.

170 Park Ave

 Florham Park, New
Jersey 07932

 VIA EDGAR

 May 31, 2023

 United States Securities and Exchange Commission

 Division
of Corporation Finance

 100 F Street, N.E.

 Washington, DC
20549

 Attention: Jimmy McNamara

 Re: Celularity Inc.

 Acceleration Request for Registration Statement on Form S-3

File No. 333-272198

Dear Mr. McNamara,

 Pursuant to Rule 461 under the Securities
Act of 1933, as amended, Celularity Inc. hereby requests that the effective date and time of the above-referenced registration statement (the “Registration Statement”) be accelerated to Friday, June 2, 2023, at 4:15 p.m.,
Eastern Time, or as soon thereafter as practicable, unless we or our counsel, Goodwin Procter LLP, request by telephone that such Registration Statement be declared effective at some other time.

Once the Registration Statement is effective, please orally confirm the event with our counsel, Goodwin Procter LLP, by calling Marianne Sarrazin at (415) 733-6134. We also respectfully request that a copy of the written order from the Securities and Exchange Commission verifying the effective date and time of the Registration Statement be sent to our counsel, Goodwin
Procter LLP, Attention: Marianne Sarrazin, by email to MSarrazin@goodwinlaw.com or by facsimile to (415) 651-9491.

If you have any questions regarding this request, please contact Marianne Sarrazin of Goodwin Procter LLP at (415)
733-6134.

 Sincerely,

CELULARITY INC.

 /s/ David Beers

 David Beers

 Chief Financial Officer

 cc: Marianne Sarrazin, Goodwin Procter LLP

United States securities and exchange commission logo
May 31, 2023
Kyle Fletcher
General Counsel
Celularity Inc
170 Park Ave
Florham Park, New Jersey 07932
Re:Celularity Inc
Registration Statement on Form S-3
Filed May 25, 2023
File No. 333-272198
Dear Kyle Fletcher:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jimmy McNamara at 202-551-7349 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Marianne Sarrazin

CORRESP
1
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CORRESP

 CELULARITY INC.

170 Park Ave

 Florham Park, New
Jersey 07932

 VIA EDGAR

 August 16, 2022

 United States Securities and Exchange Commission

 Division
of Corporation Finance

 100 F Street, N.E.

 Washington, DC
20549

 Attention: Dorrie Yale

 Re: Celularity Inc.

 Acceleration Request for Registration Statement on Form S-3

File No. 333-266786

Dear Ms. Yale,

 Pursuant to Rule 461 under the Securities Act of
1933, as amended, Celularity Inc. hereby requests that the effective date and time of the above-referenced registration statement (the “Registration Statement”) be accelerated to August 18, 2022, at 4:30 p.m., Eastern Time, or
as soon thereafter as practicable, unless we or our counsel, Goodwin Procter LLP, request by telephone that such Registration Statement be declared effective at some other time.

Once the Registration Statement is effective, please orally confirm the event with our counsel, Goodwin Procter LLP, by calling Marianne Sarrazin at (415) 733-6134. We also respectfully request that a copy of the written order from the Securities and Exchange Commission verifying the effective date and time of the Registration Statement be sent to our counsel, Goodwin
Procter LLP, Attention: Marianne Sarrazin, by email to MSarrazin@goodwinlaw.com or by facsimile to (415) 651-9491.

If you have any questions regarding this request, please contact Marianne Sarrazin of Goodwin Procter LLP at (415)
733-6134.

Sincerely,

CELULARITY INC.

 /s/ David Beers

David Beers

Chief Financial Officer

 cc: Marianne Sarrazin, Goodwin Procter LLP

United States securities and exchange commission logo
August 16, 2022
Robert Hariri
Chief Executive Officer
Celularity Inc.
170 Park Ave
Florham Park, NJ 07932
Re:Celularity Inc.
Registration Statement on Form S-3
Filed August 11, 2022
File No. 333-266786
Dear Dr. Hariri:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Dorrie Yale at 202-551-8776 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Keary Dunn, Esq.

CORRESP
1
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CORRESP

 CELULARITY INC.

170 Park Ave

 Florham Park, New
Jersey 07932

 VIA EDGAR

 May 27, 2022

 United States Securities and Exchange Commission

 Division
of Corporation Finance

 100 F Street, N.E.

 Washington, DC
20549

Re:
 Celularity Inc.

Acceleration Request for Registration Statement on Form S-1

File No. 333-265191

Ladies and Gentlemen:

 Pursuant to Rule 461 under the
Securities Act of 1933, as amended, Celularity Inc. hereby requests that the effective date and time of the above-referenced registration statement (the “Registration Statement”) be accelerated to May 31, 2022, at 9:00 a.m.,
Eastern Time, or as soon thereafter as practicable, unless we or our counsel, Goodwin Procter LLP, request by telephone that such Registration Statement be declared effective at some other time.

Once the Registration Statement is effective, please orally confirm the event with our counsel, Goodwin Procter LLP, by calling Marianne Sarrazin at (415) 733-6134. We also respectfully request that a copy of the written order from the Securities and Exchange Commission verifying the effective date and time of the Registration Statement be sent to our counsel, Goodwin
Procter LLP, Attention: Marianne Sarrazin, by email to MSarrazin@goodwinlaw.com or by facsimile to (415) 651-9491.

If you have any questions regarding this request, please contact Marianne Sarrazin of Goodwin Procter LLP at (415)
733-6134.

Sincerely,

CELULARITY INC.

 /s/ David Beers

David Beers

Chief Financial Officer

 cc: Marianne Sarrazin, Goodwin Procter LLP

United States securities and exchange commission logo
May 27, 2022
Robert Hariri, M.D., Ph.D.
Chief Executive Officer
Celularity Inc
170 Park Ave
Florham Park, New Jersey 07932
Re:Celularity Inc
Registration Statement on Form S-1
Filed May 25, 2022
File No. 333-265191
Dear Dr. Hariri:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Michael Davis at 202-551-4385 or Celeste Murphy at 202-551-3257 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Marianne Sarrazin

United States securities and exchange commission logo
August 11, 2021
Robert Hariri, M.D., Ph.D.
Chief Executive Officer
Celularity Inc
170 Park Ave
Florham Park, New Jersey 07932
Re:Celularity Inc
Registration Statement on Form S-1
Filed August 6, 2021
File No. 333-258600
Dear Dr. Hariri:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Dillon Hagius at 202-551-7967 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Yoon-jee Kim

CORRESP
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[CELULARITY LETTERHEAD]

Celularity Inc.

170 Park Ave

Florham Park, New Jersey 07932

August 11, 2021

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 RE: Celularity Inc.

Registration Statement on Form S-1

File No. 333-258600

Ladies and Gentlemen:

Celularity Inc. (the “Registrant”)
hereby requests that the U.S. Securities and Exchange Commission (the “Commission”) take appropriate action to cause
the above-referenced Registration Statement on Form S-1 to become effective on August 12, 2021, at 4:00 p.m., Eastern Time, or as soon
thereafter as is practicable or at such later time as the Registrant may orally request via telephone call to the staff of the Commission.
The Registrant hereby authorizes each of Yvan Claude Pierre and Yoon-jee Kim of Cooley LLP, counsel to the Registrant, to make such request
on its behalf.

Once the Registration Statement has been declared
effective, please orally confirm that event with Yvan Claude Pierre of Cooley LLP, counsel to the Registrant, at (212) 479-6721, or in
his absence, Yoon-jee Kim at (212) 479-6792.

    Very truly yours,

    CELULARITY INC.

    By:
    /s/ David Beers

    Name:
    David Beers

    Title:
    Chief Financial Officer

 cc: Keary Dunn, Celularity Inc.

David Beers, Celularity Inc.

Yvan Claude Pierre, Cooley LLP

CORRESP
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GX Acquisition Corp.

1325 Avenue of the Americas, 25th Floor

New York, NY 10019

June 23, 2021

VIA EDGAR SUBMISSION

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Attn:
    Abby Adams

    Chris Edwards

    Jenn Do

    Kate Tillan

    RE:
    GX Acquisition Corp. (the “Company”)

    Registration Statement on Form S-4 (the “Registration Statement”)

    File No. 333-252402

Ladies and Gentlemen:

The Company hereby requests, pursuant to Rule 461
promulgated under the Securities Act of 1933, as amended, acceleration of the effectiveness of the above-referenced Registration Statement
such that the Registration Statement will become effective as of 12:00 P.M. Eastern Standard Time on Friday, June 25, 2021, or as soon
thereafter as practicable.

Please contact C. Michael Chitwood of Skadden,
Arps, Slate, Meagher & Flom LLP at (212) 735-2535 with any questions regarding the foregoing and to confirm the effectiveness of the
Registration Statement.

    Very truly yours,

    GX ACQUISITION CORP.

    By:
    /s/ Jay R. Bloom

    Name:
    Jay R. Bloom

    Title:

    Co-Chairman and Chief Executive Officer

    cc:
    Michael Maselli

    GX Acquisition Corp.

    cc:
    C. Michael Chitwood

    Skadden, Arps, Slate, Meagher & Flom LLP

CORRESP
1
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June 21, 2021

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance,

Office of Life Sciences

100 F Street, N.E.

Washington, D.C. 20549

Attention: Abby Adams

  Chris Edwards

Jenn Do

Kate Tillan

 Re: GX Acquisition Corp.

Amendment No. 3 to

Registration Statement on Form S-4

Filed June 7, 2021

File No. 333-252402

Ladies and Gentlemen:

On behalf of our client, GX Acquisition Corp. (the
“Company”), we submit this letter setting forth the responses of the Company to the comments provided by the staff
(the “Staff”) of the Securities and Exchange Commission (the “Commission”) in its comment
letter dated June 15, 2021 (the “Comment Letter”) with respect to the Registration Statement on Form S-4 filed
with the Commission by the Company on January 25, 2021, Amendment No. 1 filed with the Commission on March 29, 2021, Amendment No. 2 filed
with the Commission on April 23, 2021 and Amendment No. 3 filed with the Commission on June 7, 2021 (the “Registration Statement”).
Concurrently with the filing of this letter, the Company has filed Amendment No. 4 (“Amendment No. 4”) to the
Registration Statement through EDGAR.

For your convenience, we have set forth each comment
of the Staff from the Comment Letter in bold and italics below and provided our response below each comment. All references in this letter
to page numbers and captions correspond to the page numbers and captions in Amendment No. 4. Unless otherwise indicated, capitalized terms
used herein have the meanings assigned to them in Amendment No. 4.

The Business Combination

Background of the Business Combination, page 112

1. We reissue comment 1. Clarify how the GX Acquisition board determined to offer $1.2 billion as its opening bid. We understand
they based the valuation on the cited comparable companies, however, there are significant differences between those three valuations
and $1.2 billion. For example, if they determined an implied value for Cellularity, or if they based the $1.2 billion from a particular
discount to those valuations, if they chose $1.2 billion based on conversations with Cellularity’s board, Cellularity’s past financing,
or someone simply chose that number, revise to clarify how it came about.

 Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page 117 of Amendment
No. 4 to clarify that the $1.2 billion valuation included in the non-binding letter of intent reflected conversations between GX management
and members of the GX Board on the one hand, and members of Celularity management, its board and its advisor, Ardea Partners LP (“Ardea”)
on the other hand, and as a result of those conversations, GX’s view that the initial valuation of $1.2 billion would be in the
range that Celularity would find sufficiently attractive to continue discussion of a potential merger. In addition, GX’s Board believed
that this valuation was supported by an analysis of comparable publicly traded cell therapy companies.

GX Acquisition Corp.

June 21, 2021

Page 2

Information About Celularity

Product Candidate Pipeline and Development Strategy, page 173

 2. We note your response to comment 3. Given the significance of CYNK-001 in your pipeline, revise the disclosure regarding
the planned clinical trials to disclose the changed plans and the reasons for the changes, as explained in response to our comment. In
this regard, as CYNK-001 for treatment for AML is currently in a renewed Phase 1 trial, it appears you should revise the pipeline to shorten
the corresponding arrow to no longer than the middle of Phase 1, rather than the end of Phase 1. In addition, it appears the arrow in
the pipeline table associated with CYNK-001 for the treatment of Glioblastoma Multiforme (GBM), which currently indicates it is at the
end of Phase 1, is too long, where the disclosure on page 185 states “Celularity has initiated a Phase 1 trial in recurrent GBM to
evaluate maximum safe dose or maximum tolerated dose in the second half of 2021.”

  Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page 193 of Amendment
No. 4 with respect to the planned clinical trials for CYNK-001 and the graphics on pages 174 and 181 accordingly.

Celularity’s Executive Compensation

Director Compensation, page 224

 3. We note your response to comment 5. Revise to disclose the information in your response, including the dates the GX Board
received the initial valuations and the amounts of the initial valuations. In addition, clarify when in August 2020 the Celularity board
authorized the grant of options to each of its directors, and why the valuation was set for June 30, 2020, and not the grant date in August.
Also revise to disclose why the valuation provider finalized its valuation in December 2020 (and disclose the completion date), but the
Celularity board did not receive the report until March 2021. Disclose whether the GX Board did any due diligence to determine whether
the Section 409A valuation would withstand IRS scrutiny, or what, if any, consideration they gave to the potential IRS penalties to the
company if the IRS later determines the options to have been undervalued or inappropriately valued or granted.

  Response:
The Company respectfully acknowledges the Staff's comment and has revised the disclosure on pages 224-225 of Amendment No. 4 to
clarify the timeline and actions taken by the Celularity board with respect to authorizing the grant of deferred compensation awards
to the non-employee directors on the Celularity board, including a description of the terms of the deferred compensation awards, an explanation
of the relevance of the Section 409A valuation with respect to such awards and the anticipated grant date of such awards and related
recognition of stock compensation expense. In addition, the Company has revised the disclosure on page 121 to clarify that GX management
received the preliminary Section 409A valuation in December 2020 but neither the valuation nor the fair market value of Celularity common
stock as of June 30, 2020 was shared with the GX board and therefore was not used in the GX board’s evaluation of the potential
transaction. The GX Board did not conduct any due diligence or consider any potential IRS penalties with respect to the Section 409A
valuation or the authorization by the Celularity Board of the grant of deferred compensation awards.

  As
described in the revised disclosure, the options that had been previously authorized by the Celularity Board in August 2020 were ultimately
not granted. In lieu thereof, the Celularity Board authorized the grant of deferred compensation awards in March 2021. These deferred
compensation awards do not require a valuation for Section 409A compliance purposes.

Celularity Financial Statements

Unaudited Condensed Consolidated Financial Statements as of and
for the Three Months Ended

March 31, 2021 and 2020, page F-49

 4. Please revise to label the interim financial statements and footnotes of Celularity as of and for the three months ended
March 31, 2021 and 2020 as “unaudited” pursuant to AS 3320.14.

Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages F-49 to F-77 of Amendment No. 4 accordingly.

GX Acquisition Corp.

June 21, 2021

Page 3

We hope that the foregoing has been responsive
to the Staff’s comments and look forward to resolving any outstanding issues as quickly as possible. Please contact me at (212) 735-2535
should you require further information.

    Very truly yours,

    /s/ C. Michael Chitwood

    C. Michael Chitwood

 cc: Michael Maselli, GX Acquisition Corp.

United States securities and exchange commission logo
June 15, 2021
Jay R. Bloom
Chief Executive Officer
GX Acquisition Corp.
1325 Avenue of the Americas, 25th Floor
New York, NY 10019
Re:GX Acquisition Corp.
Amendment No. 3 to Registration Statement on Form S-4
Filed June 7, 2021
File No. 333-252402
Dear Mr. Bloom:
            We have reviewed your amended 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 amending your registration statement and providing the
requested information.  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 any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Amendment No. 3 to Registration Statement on Form S-4
The Business Combination
Background of the Business Combination, page 112
1.We reissue comment 1.  Clarify how the GX Acquisition board determined to offer $1.2
billion as its opening bid.  We understand they based the valuation on the cited
comparable companies, however, there are significant differences between those three
valuations and $1.2 billion.  For example, if they determined an implied value for
Cellularity, or if they based the $1.2 billion from a particular discount to those valuations,
if they chose $1.2 billion based on conversations with Cellularity's board, Cellularity's
past financing, or someone simply chose that number, revise to clarify how it came about.

 FirstName LastNameJay R. Bloom
 Comapany NameGX Acquisition Corp.
 June 15, 2021 Page 2
 FirstName LastName
Jay R. Bloom
GX Acquisition Corp.
June 15, 2021
Page 2
Information About Celularity
Product Candidate Pipeline and Development Strategy, page 173
2.We note your response to comment 3.  Given the significance of CYNK-001 in your
pipeline, revise the disclosure regarding the planned clinical trials to disclose the changed
plans and the reasons for the changes, as explained in response to our comment.  In this
regard, as CYNK-001 for treatment for AML is currently in a renewed Phase 1 trial, it
appears you should revise the pipeline to shorten the corresponding arrow to no longer
than the middle of Phase 1, rather than the end of Phase 1.  In addition, it appears the
arrow in the pipeline table associated with CYNK-001 for the treatment of Glioblastoma
Multiforme (GBM), which currently indicates it is at the end of Phase 1, is too long,
where the disclosure on page 185 states "Celularity has initiated a Phase 1 trial in
recurrent GBM to evaluate maximum safe dose or maximum tolerated dose in the second
half of 2021."
Celularity's Executive Compensation
Director Compensation, page 224
3.We note your response to comment 5.  Revise to disclose the information in your
response, including the dates the GX Board received the initial valuations and the amounts
of the initial valuations.  In addition, clarify when in August 2020 the Celularity board
authorized the grant of options to each of its directors, and why the valuation was set for
June 30, 2020, and not the grant date in August.  Also revise to disclose why the valuation
provider finalized its valuation in December 2020 (and disclose the completion date), but
the Celularity board did not receive the report until March 2021.  Disclose whether the
GX Board did any due diligence to determine whether the Section 409A valuation would
withstand IRS scrutiny, or what, if any, consideration they gave to the potential IRS
penalties to the company if the IRS later determines the options to have been undervalued
or inappropriately valued or granted.
Celularity Financial Statements
Unaudited Condensed Consolidated Financial Statements as of and for the Three Months Ended
March 31, 2021 and 2020, page F-49
4.Please revise to label the interim financial statements and footnotes of Celularity as of and
for the three months ended March 31, 2021 and 2020 as "unaudited" pursuant to AS
3320.14.

 FirstName LastNameJay R. Bloom
 Comapany NameGX Acquisition Corp.
 June 15, 2021 Page 3
 FirstName LastName
Jay R. Bloom
GX Acquisition Corp.
June 15, 2021
Page 3
            You may contact Jenn Do at 202-551-3743 or Kate Tillan at 202-551-3604 if you have
questions regarding comments on the financial statements and related matters.  Please contact
Abby Adams at 202-551-6902 or Chris Edwards at 202-551-6761 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       C. Michael Chitwood, Esq.

CORRESP
1
filename1.htm

June
4, 2021

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance,

Office
of Life Sciences

100
F Street, N.E.

Washington,
D.C. 20549

    Attention:
    Abby Adams

    Chris Edwards

    Jenn Do

    Kate Tillan

 Re: GX
                                            Acquisition Corp.

                                            Amendment No. 2 to

                                            Registration Statement on Form S-4

                                            Filed April 23, 2021

                                            File No. 333-252402

Ladies
and Gentlemen:

On
behalf of our client, GX Acquisition Corp. (the “Company”), we submit this letter setting forth the responses
of the Company to the comments provided by the staff (the “Staff”) of the Securities and Exchange Commission
(the “Commission”) in its comment letter dated May 6, 2021 (the “Comment Letter”) with
respect to the Registration Statement on Form S-4 filed with the Commission by the Company on January 25, 2021, Amendment No. 1 filed
with the Commission on March 29, 2021 and Amendment No. 2 filed with the Commission on April 23, 2021 (the “Registration Statement”).
Concurrently with the filing of this letter, the Company has filed Amendment No. 3 (“Amendment No. 3”) to the
Registration Statement through EDGAR.

For
your convenience, we have set forth each comment of the Staff from the Comment Letter in bold and italics below and provided our response
below each comment. All references in this letter to page numbers and captions correspond to the page numbers and captions in Amendment
No. 3. Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in Amendment No. 3.

    GX Acquisition Corp.

June 4, 2021

Page 2

Amendment
No. 2 to Registration Statement on Form S-4

The
Business Combination

Timeline
of the Business Combination, Page 110

Background
of the Business Combination, page 109

 1. Refer
                                            to comment 1.  Revise the timeline of the business combination to provide additional
                                            detail regarding how the parties came to the initial valuation of Celularity of $1.2 billion
                                            included in the August 6, 2021 letter of intent.  Revise the discussion of the August
                                            4, 2020 “extensive presentation by the Celularity management team and members of the
                                            Celularity Board” to disclose what that presentation addressed.  As you disclose
                                            changes to the valuation over the course of negotiations, revise to clarify at whose prompting
                                            it changed and why.

Response:
The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 115-124 of Amendment No. 3
to disclose (i) how the parties came to the initial valuation of Celularity included in the August 6, 2020 letter of intent, (ii)
the content of the August 4, 2020 presentation to the Celularity Board and (iii) the changes to the valuation over the course of
negotiations.

GX’s
Board of Directors’ Reasons for the Approval of the Business Combination, page 117

 2. We reissue comment
                                                                                                                                                             1.  Quantify the enterprise valuations for all eight comparable companies and disclose the value determined for
                                                                                                                                                             Celularity.  Disclose what the board considered about analysts’ expectations and potential for these companies in the
                                                                                                                                                             future and how Celularity’s strengths and weaknesses compared. Disclose what plans Celularity shared with the board for
                                                                                                                                                             its use of capital to be provided in the offering, and what consideration the board gave to those plans.  Currently, the
                                                                                                                                                             disclosure does not make clear how the board determined that the amount of consideration was fair.  If the board conducted no
                                                                                                                                                             further analysis than the enterprise valuations, so state.  If the board did not ask for projections from Celularity,
                                                                                                                                                             please disclose that fact and what consideration the board gave to failing to see the company’s
                                                                                                                                                             internal projections.

Response:
The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 124-128 of Amendment No. 3
to quantify the enterprise valuations for all eight comparable companies and disclose the value determined for Celularity, as well as
elaborate on the board’s discussions and the various factors the board considered in concluding that the value determined for Celularity
was fair. The Company has also revised the disclosure on p. 126 to clarify that the GX Board did not request or receive projections from Celularity
and to disclose what consideration the GX Board gave to the failure to see Celularity’s internal projections.

Celularity’s
Team and Corporate History

Product Candidate Pipeline and Development Strategy, page 173

 3. You previously
                                                                                                                                                             disclosed that Celularity was enrolling a follow-up Phase 1 study for CYNK-001 in
                                                                                                                                                             newly-diagnosed AML patients achieving CR immediately following their induction therapy regimen, that you intended to
                                                                                                                                                             complete enrollment in the first quarter of 2021 and hold a Phase 1 meeting with the FDA in the first quarter of 2021.  Tell us
                                                                                                                                                             whether those events occurred and why the disclosure of that study was deleted and replaced with a different follow up Phase 1
                                                                                                                                                             study.  Also clarify why plans changed for the Phase 2b trial.

Response:
The Company respectfully acknowledges the Staff’s comment and submits that it has not yet met with the FDA as our CYNK-001 Phase
1 study had to be modified and extended to continue the dose-escalation phase of Phase 1. As part of the CYNK-001 Phase 1 study, we assess
persistence of NK cells since the effect of NK cells has largely been tied to persistence. To date, we have not observed in our Phase
1 studies persistence to the level we had observed in our prior AML study. As a consequence, before we progress to a Phase 2 trial, we
needed to change our preconditioning regimen and also add IL2. The updated study plan reflects these changes as we have added new cohorts
where we have adjusted our lymphodepletion regimen and added IL2 to our Phase 1 protocol in line with our prior study lymphodepletion
protocol by administering higher dose cytoxan lymphodepletion and also administer IL2 with cells and observe NK cell persistence out
to 28 days. Once we optimize NK cell persistence, we intend to meet with the FDA then and plan to proceed thereafter with a Phase 2 protocol.

    GX Acquisition Corp.

June 4, 2021

Page 3

 4. Restore
the deleted disclosure of the primary and secondary endpoints of the APPL-001 2 Phase 2a study on page 189.

Response:
The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 197 of Amendment No. 3 to
restore the inadvertently deleted disclosure of the primary and secondary endpoints of the APPL-001.

Celularity’s
Executive Compensation

Equity-Based
Incentive Awards, page 209

 5. Revise
                                            to clarify when the Celularity Board received the June 30, 2020 409A valuation that valued
                                            its stock at $2.94 as of that date.  Clarify why the Celularity Board did not act on
                                            that information until March 2021.  Disclose whether that valuation was disclosed to
                                            the GX Board or its advisors, and if so, revise to clarify what consideration the GX Board
                                            gave to that information in reaching its fairness determination.

Response:
The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page 225 of Amendment No. 3 to
clarify that the 409A valuation report as of June 30, 2020 was not finalized and presented to the Celularity board until  the March
2021 board meeting at which the grants were made. During its due diligence investigation, GX was made aware of the preliminary results
of the 409A, with the understanding that such preliminary results were used by Celularity in determining the strike price of the applicable
tranches of Celularity options. However, the GX Board did not consider the 409A valuation relevant to its evaluation of the fairness
of the proposed transaction to GX stockholders because, among other reasons, this 409A valuation was conducted for the limited purpose
of compliance with Internal Revenue Code Section 409 and included, as a key assumption, that Celularity was a private company without
publicly marketable securities.

Financial
Statements, page F-1

 6. Please
                                            ensure that the opinions and consents of both Marcum and Deloitte are included in your next
                                            amendment in order for the Staff to timely process it.

Response:
The Company respectfully advises that the opinions of Marcum and Deloitte have been included on pages F-78 and F-2 of Amendment
No. 3 respectively and their respective consents have been attached as Exhibits 23.1 and 23.2 to Amendment No. 3.

    GX Acquisition Corp.

June 4, 2021

Page 4

We
hope that the foregoing has been responsive to the Staff’s comments and look forward to resolving any outstanding issues as quickly as
possible. Please contact me at (212) 735-2535 should you require further information.

    Very
truly yours,

    /s/
C. Michael Chitwood

    C.
    Michael Chitwood

cc:
   Michael Maselli, GX Acquisition Corp.

United States securities and exchange commission logo
May 6, 2021
Jay R. Bloom
Chief Executive Officer
GX Acquisition Corp.
1325 Avenue of the Americas, 25th Floor
New York, NY 10019
Re:GX Acquisition Corp.
Amendment No. 2 to
Registration Statement on Form S-4
Filed April 23, 2021
File No. 333-252402
Dear Mr. Bloom:
            We have reviewed your amended 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 amending your registration statement and providing the
requested information.  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 any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our April 13, 2021 letter.
Amendment No. 2 to Registration Statement on Form S-4
The Business Combination
TImeline of the Business Combination, page 110
1.Refer to comment 1.  Revise the timeline of the business combination to provide
additional detail regarding how the parties came to the initial valuation of Celularity of
$1.2 billion included in the August 6, 2021 letter of intent.  Revise the discussion of the
August 4, 2020 "extensive presentation by the Celularity management team and members
of the Celularity Board" to disclose what that presentation addressed.  As you disclose
changes to the valuation over the course of negotiations, revise to clarify at whose
prompting it changed and why.

 FirstName LastNameJay R. Bloom
 Comapany NameGX Acquisition Corp.
 May 6, 2021 Page 2
 FirstName LastName
Jay R. Bloom
GX Acquisition Corp.
May 6, 2021
Page 2
GX's Board of Directors' Reasons for the Approval of the Business Combination, page 117
2.We reissue comment 1.  Quantify the enterprise valuations for all eight comparable
companies and disclose the value determined for Celularity.  Disclose what the board
considered about analysts' expectations and potential for these companies in the future and
how Celularity's strengths and weaknesses compared.  Disclose what plans Celularity
shared with the board for its use of capital to be provided in the offering, and what
consideration the board gave to those plans.  Currently, the disclosure does not make clear
how the board determined that the amount of consideration was fair.  If the board
conducted no further analysis than the enterprise valuations, so state.  If the board did not
ask for projections from Celularity, please disclose that fact and what consideration the
board gave to failing to see the company's internal projections.
Celularity's Team and Corporate History
Product Candidate Pipeline and Development Strategy, page 173
3.You previously disclosed that Celularity was enrolling a follow-up Phase 1 study for
CYNK-001 in newly-diagnosed AML patients achieving CR immediately following their
induction therapy regimen, that you intended to complete enrollment in the first quarter of
2021 and hold a Phase 1 meeting with the FDA in the first quarter of 2021.  Tell us
whether those events occurred and why the disclosure of that study was deleted and
replaced with a different follow up Phase 1 study.  Also clarify why plans changed for the
Phase 2b trial.
4.Restore the deleted disclosure of the primary and secondary endpoints of hte APPL-001
Phase 2a study on page 189.
Celularity's Executive Compensation
Equity-Based Incentive Awards, page 209
5.Revise to clarify when the Celularity Board received the June 30, 2020 409A valuation
that valued its stock at $2.94 as of that date.  Clarify why the Celularity Board did not act
on that information until March 2021.  Disclose whether that valuation was disclosed to
the GX Board or its advisors, and if so, revise to clarify what consideration the GX Board
gave to that information in reaching its fairness determination.
Financial Statements, page F-1
6.Please ensure that the opinions and consents of both Marcum and Deloitte are included in
your next amendment in order for the Staff to timely process it.

 FirstName LastNameJay R. Bloom
 Comapany NameGX Acquisition Corp.
 May 6, 2021 Page 3
 FirstName LastName
Jay R. Bloom
GX Acquisition Corp.
May 6, 2021
Page 3
            You may contact Jenn Do at (202) 551-3743 or Kate Tillan at (202) 551-3604 if you have
questions regarding comments on the financial statements and related matters.  Please contact
Abby Adams at (202) 551-6902 or Christopher Edwards at (202) 551-6761 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       C. Michael Chitwood, Esq.

CORRESP
1
filename1.htm

April
23, 2021

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance,

Office
of Life Sciences

100
F Street, N.E.

Washington,
D.C. 20549

Attention: Abby
Adams

  Chris
Edwards

Jenn
Do

Kate
Tillan

    Re:
    GX
    Acquisition Corp.

    Amendment No. 1 to

    Registration Statement on Form S-4

    Filed March 29, 2021

    File No. 333-252402

Ladies
and Gentlemen:

On
behalf of our client, GX Acquisition Corp. (the “Company”), we submit this letter setting forth the responses
of the Company to the comments provided by the staff (the “Staff”) of the Securities and Exchange Commission
(the “Commission”) in its comment letter dated April 13, 2021 (the “Comment Letter”)
with respect to the Registration Statement on Form S-4 filed with the Commission by the Company on January 25, 2021 and Amendment No.
1 filed with the Commission on March 29, 2021 (the “Registration Statement”). Concurrently with the filing
of this letter, the Company has filed Amendment No. 2 (“Amendment No. 2”) to the Registration Statement through
EDGAR.

The Company and its advisors currently are undertaking an evaluation
of the accounting treatment of the Company’s public and private warrants in light of the Commission’s recently issued guidance
on this topic entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition
Companies (“SPACs”).”  As a result, we are filing this letter and Amendment No. 2 without the opinion and consent
of Marcum LLP (“Marcum”), the Company’s independent registered public accounting firm, or Deloitte &
Touche LLP (“Deloitte”), Celularity’s independent registered public accounting firm. We expect to file
a further amended Registration Statement soon that will address any warrant accounting issues that arise from our pending evaluation and
that will include consents from Marcum and Deloitte.

For
your convenience, we have set forth each comment of the Staff from the Comment Letter in bold and italics below and provided our response
below each comment. All references in this letter to page numbers and captions correspond to the page numbers and captions in Amendment
No. 2. Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in Amendment No. 2.

GX
Acquisition Corp.

April 23, 2021

Page
2

Amendment
No. 1 to Form S-4

Background
of the Business Combination, page 109

    1.
    We
    note the revised disclosure in response to comment 2 and reissue the comment. Revise to disclose the comparable companies analyses
    and any other valuations the board conducted in reaching its fairness determination. Revise to further explain what the Board reviewed
    with respect to “Celularity’s financial plan,” referenced in the first paragraph on page 119.

Response:
The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 118 and 119 of Amendment
No. 2 to clarify the factors and analyses considered by the Company’s board of directors (the “Board”)
in reaching its fairness determination. The Company further advises that disclosures regarding the Board’s review of “Celularity’s
financial plan” refer to Celularity’s plans to fund its business with the capital investment resulting from the Business
Combination.

The
Business Combination

Conditions to Closing; Termination, page 137

    2.
    We
    reissue comment 4. We note the revisions here and to the risk factor on page 79; however, our comment sought for disclosure of the
    waivable conditions in the risk factor and, in this section, clarification of which conditions are waivable. The introductions to
    the lists here do not indicate whether the mutual conditions or those that are the obligations of the respective parties are waivable.
    Further, it is not clear from the added disclosure on page 139 that you have listed every non-waivable condition. If you have, please
    state so clearly and prominently, as shareholders should be aware that all of the other conditions can be waived.

Response:
The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 79 and 139 of Amendment
No. 2 to further clarify exactly which conditions are waivable and which party can waive such conditions.

Celularity’s
Team and Corporate History

Celgene Corporation

Contingent Value Rights, page 168

    3.
    We
    note the revised disclosure in this section in response to comment 17 regarding the CVRs. Further revise this section to clarify
    which of the programs in your pipeline table, and which of any other “certain programs” not in the table, would be subject
    to milestone payments under the CVR agreement, as it is unclear whether any of these are “derivatives, parts, subparts or progeny
    of any of those products or any product based or derived (in whole or in part) on certain related development programs as they existed
    as of the closing of the Anthrogenesis transaction.”

Response: The Company respectfully
acknowledges the Staff’s comment and has revised the disclosure on pages 50, 169 and 222-223 of Amendment No. 2 to clarify which
programs are in its pipeline, and which other programs would be subject to milestone payments under the CVR agreement.

GX
Acquisition Corp.

April 23, 2021

Page
3

Product
Candidate Pipeline and Development Strategy, page 173

    4.
    We
    note the revised disclosure in response to comment 8. Revise the pipeline to disclose that the CyCART-19 product candidate is developed
    from technology licensed from Sorrento.

Response: The Company respectfully
acknowledges the Staff’s comment and has revised the disclosure on pages 166 and 173 of Amendment No. 2 to disclose that the CyCART-19
product candidate is developed from technology licensed from Sorrento.

    5.
    We
    reissue comment 9. Several of the graphics remain too small to be read or understood. We note in particular the bioluminescense imaging
    graphic on page 175 is too small to discern the change in imaging. Also enlarge the fonts in the graphics on page 176, 177, the top
    of 178, 179, the fonts and images on page 180, and the labels on the graph axes on page 183.

Response: The Company respectfully
acknowledges the Staff’s comment and has revised the graphics on pages 174-179, 181-184 and 186-188 of Amendment No. 2 accordingly.

Celularity’s
Executive Compensation

Equity-Based Incentive Awards, page 203

    6.
    We
    note that all options under the 2017 equity incentive plan are granted with an exercise price that is no less than the fair market
    value of Celularity’s common stock on the date of grant. In March 2021, and prior to March 29, 2021, the date you filed your
    this amended registration statement, the Celularity Board granted Dr. Hariri and Mr. Beers options at an exercise price of $7.84
    per share. That same month the board granted 350,000 options to each of the non-employee directors with an exercise price of $2.94
    per share. Revise to disclose the date or dates each of these options were granted, how the Celularity Board determined its common
    stock was valued at no more than $2.94 per share, and why there were such disparate exercise prices. If the options were granted
    on multiple dates, disclose the different dates, and if there were multiple valuations for the Celularity common stock, disclose
    each, the basis for each, and why they differed. Tell us whether and how this valuation may impact the GX board’s determination
    that the business combination satisfies the 80% test and what consideration the GX board gave to this valuation. Specifically revise
    the Q&A on page 8 to include these options in the calculation, to the extent they are not already included, and to specify in
    (iv) that the calculation includes them. Revise to disclose these options, including their dates of grant, in a risk factor addressing
    potential future dilution. Address the options in the tables on page 124, or tell us why this is not required.

Response: The Company respectfully
acknowledges the Staff’s comment and has revised the disclosure on pages 8, 78, 210 and 218 of Amendment No. 2 to clarify the dates
of these equity awards, how the Celularity Board determined that its common stock was valued at no more than $2.94 for the director awards
and the reason for the disparate exercise prices. As disclosed on page 210 of Amendment No. 2, the executive officer option grants were
priced at the “Celularity Reference Share Value,” when granted in April 2021. As disclosed on page 218 of Amendment No. 2,
the director awards were originally authorized in August 2020 pending finalization of the June 30, 2020 409A valuation (the “June
30 Valuation”), and granted in March 2021. Both the option grants to the Celularity executive officers and grant of other
awards to the Celularity non-employee directors were already approved (but not yet granted) at the time of the execution of the Merger
Agreement. Accordingly, these recent grants were already reflected in the exchange ratio and other calculations throughout Amendment No.
2, including the Q&A on page 8 and the risk factor on page 78.

GX
Acquisition Corp.

April 23, 2021

Page
4

The
Company became aware of the June 30 Valuation during its due diligence review of Celularity and considered it as part of the overall
mix of information the Company used to evaluate a potential transaction with Celularity. However, in considering the June 30 Valuation
the Company's management team and the Board noted that this valuation was conducted for the limited purpose of compliance with Internal
Revenue Code Section 409 and included, as a key assumption, that Celularity was a private company without publicly marketable securities.
Accordingly, the Company's management team and the Board did not view the June 30 Valuation as determinative of the appropriate valuation
of Celularity in connection with the Business Combination.

The
Company respectfully acknowledges the Staff’s comment as to whether the June 30 Valuation impacts the business combination’s
satisfaction of the 80% test, and the Company notes that both the enterprise and equity valuations ascribed to Celularity in the June
30 Valuation exceed 80% of the funds held in the Trust Account, and as such, the June 30 Valuation does not alter the Board’s analysis
of the 80% test.

GX
Financial Statements, page F-49

Note 10. Subsequent Events, page F-65

    7.
    The
    disclosure in the last paragraph on page F-67 discloses that there were two demands while the similar disclosure on page 243 discloses
    that there were four demands. Please reconcile and revise the disclosure as necessary.

Response:
The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page F-65 of Amendment No.
2 to disclose that there were four demands.

Exhibits

    8.
    We
    note the legend affixed to Exhibits 10.22, 10.24, 10.26 and 10.27, that “Certain portions of this exhibit are omitted because
    they are not material and are the type that the registrant treats as private or confidential.” This legend is inappropriate
    and should be revised or deleted. To the extent you wish to submit redacted exhibits pursuant to Section 601(b)(10)(iv) of Regulation
    S-K, revise to comply with the requirements of that provision, including the prominent legend required on the first page of each
    such exhibit. To the extent you wish to seek confidential treatment of redacted portions of these documents, refer to CF Disclosure
    Guidance: Topic No. 7, Confidential Treatment Applications Submitted Pursuant to Rules 406 and 24b-2, as amended March 9, 2021.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it submitted redacted Exhibits 10.22,
10.24, 10.26 and 10.27 pursuant to Section 601(b)(10)(iv) of Regulation S-K as revised effective March 15, 2021. Accordingly, the Company
respectfully advises the Staff that no changes have been made to the disclosure on page II-6 of Amendment No. 2. nor the legend affixed
to Exhibits 10.22, 10.24, 10.26 and 10.27.

GX
Acquisition Corp.

April 23, 2021

Page
5

We
hope that the foregoing has been responsive to the Staff’s comments and look forward to resolving any outstanding issues as quickly
as possible. Please contact me at (212) 735-2535 should you require further information.

    Very
    truly yours,

    /s/
    C. Michael Chitwood

    C.
    Michael Chitwood

cc:
	Michael Maselli, GX Acquisition Corp.

United States securities and exchange commission logo
April 13, 2021
Jay R. Bloom
Chief Executive Officer
GX Acquisition Corp.
1325 Avenue of the Americas, 25th Floor
New York, NY 10019
Re:GX Acquisition Corp.
Amendment No. 1 to
Registration Statement on Form S-4
Filed March 29, 2021
File No. 333-252402
Dear Mr. Bloom:
            We have reviewed your amended 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 amending your registration statement and providing the
requested information.  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 any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Amendment No. 1 to Form S-4
Background of the Business Combination, page 109
1.We note the revised disclosure in response to comment 2 and reissue the comment.
Revise to disclose the comparable companies analyses and any other valuations the board
conducted in reaching its fairness determination.  Revise to further explain what the Board
reviewed with respect to "Celularity's financial plan," referenced in the first paragraph on
page 119.

 FirstName LastNameJay R. Bloom
 Comapany NameGX Acquisition Corp.
 April 13, 2021 Page 2
 FirstName LastName
Jay R. Bloom
GX Acquisition Corp.
April 13, 2021
Page 2
The Business Combination
Conditions to Closing; Termination, page 137
2.We reissue comment 4.  We note the revisions here and to the risk factor on page 79;
however, our comment sought for disclosure of the waivable conditions in the risk factor
and, in this section, clarification of which conditions are waivable.  The introductions to
the lists here do not indicate whether the mutual conditions or those that are the
obligations of the respective parties are waivable.  Further, it is not clear from the added
disclosure on page 139 that you have listed every non-waivable condition.  If you have,
please state so clearly and prominently, as shareholders should be aware that all of the
other conditions can be waived.
Celularity's Team and Corporate History
Cekgene Corporation
Contingent Value Rights, page 168
3.We note the revised disclosure in this section in response to comment 17 regarding the
CVRs.  Further revise this section to clarify which of the programs in your pipeline table,
and which of any other "certain programs" not in the table, would be subject to milestone
payments under the CVR agreement, as it is unclear whether any of these are "derivatives,
parts, subparts or progeny of any of those products or any product based or derived (in
whole or in part) on certain related development programs as they existed as of the closing
of the Anthrogenesis transaction."
Product Candidate Pipeline and Development Strategy, page 173
4.We note the revised disclosure in response to comment 8.  Revise the pipeline to disclose
that the CyCART-19 product candidate is developed from technology licensed
from Sorrento.
5.We reissue comment 9.  Several of the graphics remain too small to be read or
understood.  We note in particular the bioluminescense imaging graphic on page 175 is
too small to discern the change in imaging.  Also enlarge the fonts in the graphics on page
176, 177, the top of 178, 179, the fonts and images on page 180, and the labels on the
graph axes on page 183.
Celularity's Executive Compensation
Equity-Based Incentive Awards, page 203
6.We note that all options under the 2017 equity incentive plan are granted with an exercise
price that is no less than the fair market value of Celularity's common stock on the date of
grant.  In March 2021, and prior to March 29, 2021, the date you filed your this amended
registration statement, the Celularity Board granted Dr. Hariri and Mr. Beers options at an
exercise price of $7.84 per share.  That same month the board granted 350,000 options to
each of the non-employee directors with an exercise price of $2.94 per share.  Revise to

 FirstName LastNameJay R. Bloom
 Comapany NameGX Acquisition Corp.
 April 13, 2021 Page 3
 FirstName LastName
Jay R. Bloom
GX Acquisition Corp.
April 13, 2021
Page 3
disclose the date or dates each of these options were granted, how the Celularity Board
determined its common stock was valued at no more than $2.94 per share, and why there
were such disparate exercise prices.  If the options were granted on multiple dates,
disclose the different dates, and if there were multiple valuations for the Celularity
common stock, disclose each, the basis for each, and why they differed.  Tell us whether
and how this valuation may impact the GX board's determination that the business
combination satisfies the 80% test and what consideration the GX board gave to this
valuation.  Specifically revise the Q&A on page 8 to include these options in the
calculation, to the extent they are not already included, and to specify in (iv) that the
calculation includes them.  Revise to disclose these options, including their dates of grant,
in a risk factor addressing potential future dilution.  Address the options in the tables on
page 124, or tell us why this is not required.
GX Financial Statements, page F-49
Note 10. Subsequent Events, page F-65
7.The disclosure in the last paragraph on page F-67 discloses that there were two demands
while the similar disclosure on page 243 discloses that there were four demands. Please
reconcile and revise the disclosure as necessary.

Exhibits
8.We note the legend affixed to Exhibits 10.22, 10.24, 10.26 and 10.27, that "Certain
portions of this exhibit are omitted because they are not material and are the type that the
registrant treats as private or confidential."  This legend is inappropriate and should be
revised or deleted.  To the extent you wish to submit redacted exhibits pursuant to Section
601(b)(10)(iv) of Regulation S-K, revise to comply with the requirements of that
provision, including the prominent legend required on the first page of each such exhibit.
To the extent you wish to seek confidential treatment of redacted portions of these
documents, refer to CF Disclosure Guidance:  Topic No. 7, Confidential Treatment
Applications Submitted Pursuant to Rules 406 and 24b-2, as amended March 9, 2021.
            You may contact Jenn Do at (202) 551-3743 or Kate Tillan at (202) 551-3604 if you have
questions regarding comments on the financial statements and related matters.  Please contact
Abby Adams at (202) 551-6902 or Christopher Edwards at (202) 551-6761 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       C. Michael Chitwood, Esq.

CORRESP
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filename1.htm

March 29, 2021

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance,

Office of Life Sciences

100 F Street, N.E.

Washington, D.C. 20549

 Attention: Abby Adams

Chris Edwards

Jenn Do

Kate Tillan

 Re: GX Acquisition Corp.

Registration Statement on Form S-4

Filed January 25, 2021

File No. 333-252402

Ladies and Gentlemen:

On behalf of our client, GX Acquisition
Corp. (the “Company”), we submit this letter setting forth the responses of the Company to the comments
provided by the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
in its comment letter dated February 22, 2021 (the “Comment Letter”) with respect to the Registration
Statement on Form S-4 filed with the Commission by the Company on January 25, 2021 (the “Registration Statement”).
Concurrently with the filing of this letter, the Company has filed Amendment No. 1 (“Amendment No. 1”)
to the Registration Statement through EDGAR.

For your convenience, we have set forth
each comment of the Staff from the Comment Letter in bold and italics below and provided our response below each comment. All references
in this letter to page numbers and captions correspond to the page numbers and captions in Amendment No. 1. Unless otherwise indicated,
capitalized terms used herein have the meanings assigned to them in Amendment No. 1.

Risk Factors, page 41

 1. Please revise this section to relocate any generic risk factors you present to the end of the section, under the caption
“General Risk Factors.” See Item 105(a) of Regulation S-K.

Response: The Company respectfully
acknowledges the Staff’s comment and has moved the general risk factors to pages 91 through 94 of Amendment No.
1 accordingly.

GX Acquisition Corp.

March 29, 2021

Page 2

GX’s Board of Directors’ Reasons for the Approval
of the Business Combination, page 119

 2. In the Financial Condition bullet on page 120, please describe in greater detail all material analyses the board relied
upon in evaluating the financial aspects of the business combination, including the valuations and public company comparables mentioned
in this bullet point. If there were any analyses that did not support the fairness of the transaction, please include appropriate
disclosure. Please also include a description of the any financial analyses prepared by the Company’s financial advisors.

Response: The Company respectfully acknowledges
the Staff’s comment and has revised the disclosure on pages 118-119 of Amendment No. 1 accordingly.

Potential Actions to Secure GX’s Requisite Stockholder
Approvals, page 122

 3. You describe potential purchases “in connection with the stockholder vote” and state that insiders would
“not make any such purchases when they are in possession of any material non-public information not disclosed to the seller
of such shares.” First, tell us whether the insiders plan to approach these individuals prior to the shareholder vote and
whether they would then be soliciting proxies. Clarify whether, if in possession of material non-public information, they would
then disclose that information to the seller and consummate the purchase, and if so, tell us how they would prevent further dissemination
of the material non-public information. Finally, add a risk factor that some public shareholders seeking redemption may receive
higher compensation, in excess of the per share pro rata portion of the Trust Account, if they are solicited for these private
transactions.

Response: The Company respectfully
acknowledges the Staff’s comment and has revised the disclosure on pages 76, 77 and 232-233 of Amendment No. 1 to
provide more information on the process for, and implications of, such potential purchases accordingly.

Conditions to Closing; Termination, page 139

 4. Please identify the closing conditions that are subject to waiver here and in the related risk factor on page 81.

Response: The Company respectfully
acknowledges the Staff’s comment and has revised the disclosure on pages 79 and 139 of Amendment No. 1 to identify
the closing conditions that are not subject to waiver accordingly.

Proposal Nos. 2-5 – The Charter Proposals, page 152

 5. Revise this section to separate the discussions of Proposals 3 and 4 so that investors may understand the two differ
and how they differ. In doing so, describe the contents of Articles V, VI and VII of the Proposed Charter so security holders can
determine whether they believe those provisions warrant supermajority voting protection. Revise the discussion of Proposal 5 to
more specifically explain what charter provisions related to GX’s status as a blank check company will no longer be relevant
and why.

Response: The Company respectfully
acknowledges the Staff’s comment and has revised the disclosure on pages 150-152 of Amendment No. 1 accordingly.

Reasons for the Amendments to GX’s Existing Charter,
page 153

GX Acquisition Corp.

March 29, 2021

Page 3

 6. Please revise to state specifically whether you have any plans, proposals or arrangements, other than for the completion
of the Business Combination, to issue any of the additional authorized shares of capital stock that would be available as a result
of the proposed increase in the number of authorized shares. If there are any such plans, please describe them.

Response: The Company respectfully
acknowledges the Staff’s comment and has revised the disclosure on page 151 of Amendment No. 1 accordingly.

Information About Celularity, page 166

 7. Revise the graphic on page 168 to delete the reference to placental based cells “allow[ing] for improved safety
profile.” Below the graphic, you state Celularity’s cells offer greater “persistence, potency and acceptance.”
Please remove all statements suggesting that your product candidates are safe or effective. Safety and efficacy determinations
are solely within authority of the FDA. As your product candidates have not received approval, it is premature to state or suggest
that they are safe or effective or have improved safety.

Response: The Company respectfully acknowledges the
Staff’s comment and has revised the graphic on page 167 and the disclosure on pages 7, 18, 26, 117, 165, 167, 170, 213 and 244 of
Amendment No. 1 accordingly.

Product Candidate Pipeline and Development Strategy, page
174

 8. You disclose here that “Celularity licenses the CD19 receptor construct and associated CARs utilized in CyCART-19
from Sorrento, as discussed below in the section entitled “Collaboration and Licensing Agreements.” Please revise this
section to clarify the rights reserved by Sorrento under the license agreement and explain Sorrento’s control, influence
and role, which appears to be greater than what is disclosed in this section.

Response: The Company respectfully acknowledges the
Staff’s comment and has revised the disclosure on pages 173, 185 and 216 of Amendment No. 1 accordingly.

GX Acquisition Corp.

March 29, 2021

Page 4

 9. Revise the graphics throughout this section, particularly those on pages 178, 180-82 so that all the fonts are large
enough to be legible.

Response: The Company respectfully acknowledges the
Staff’s comment and has revised the graphics on pages 178, 180-183 of Amendment No. 1 accordingly.

 10. Throughout this section, for each product candidate for which Celularity has not submitted an IND, balance any statements
regarding timing of the start of Phase 1 or later studies with disclosure that there is no assurance the IND will be approved,
will be approved on the time frame contemplated or that the studies will be permitted to being in the anticipated time frame.

Response: The Company respectfully acknowledges the
Staff’s comment and has revised the disclosure on pages 177, 183 and 184 of Amendment No. 1 accordingly.

 11. On page 182 you describe the planned Phase 2 trial as “pivotal.” Please clarify what you mean by pivotal
in this instance. Additionally, we note in this section that the Phase 2 trial for CYNK-001 in AML patients is in the planning
stages; however the pipeline tables elsewhere in the prospectus show that Phase 2 for this indication is more than 50% completed.
Please reconcile.

Response: The Company respectfully acknowledges the
Staff’s comment and has revised the disclosure on page 165, 180, 183 and 213 of Amendment No. 1 accordingly.

Licensing Agreements, page 184

 12. Revise the disclosure of the Celgene agreements to clarify what products they address, including the “certain programs”
to which the milestone payments relate and otherwise clarify the material terms of the agreements.

Response: The Company respectfully acknowledges the
Staff’s comment and has revised the disclosure on page 169 and 217 of Amendment No. 1 accordingly.

 13. Please revise the discussion of the Sorrento license agreement to provide additional details including:

 ● the products licensed under the agreement and an explanation of what technology is licensed to Celularity and what is
retained by Sorrento;

 ● each party’s rights and obligations under the agreement, including further information regarding Celularity’s
obligations to develop and commercialize licensed products;

 ● specify within ten percentage points the royalty rate, rather than a “low double digit percentage” royalty;
and

 ● the aggregate amounts paid to date under the agreement.

Response: The Company respectfully acknowledges the
Staff’s comment and has revised the disclosure on pages 185-186 of Amendment No. 1 accordingly.

GX Acquisition Corp.

March 29, 2021

Page 5

Manufacturing, page 184

 14. Clarify what manufacturing Celularity handles in house and what it contracts out to CMOs.

Response: The Company respectfully acknowledges the
Staff’s comment and has revised the disclosure on pages 184-185 of Amendment No. 1 accordingly.

Intellectual Property, page 185

 15. For each of Celularity’s patent families, please disclose the product candidates and technologies to which such
patents relate, whether they are owned or licensed, the type of patent protection, the applicable jurisdictions and whether there
are any contested proceedings or third-party claims. We also note patents related to your placental-derived ASCs have upcoming
expiration dates in 2021. Please discuss whether you expect the expiration of these patents to have a material effect on your business.

Response: The Company respectfully acknowledges the
Staff’s comment and has revised the disclosure on page 187 of Amendment No. 1 accordingly.

Certain Celularity Relationships and Related Party Transactions,
page 226

 16. File the agreements disclosed in this section as exhibits as required by Item 601(b)(10)(ii) of Regulation S-K, or tell
us why you believe they are not required to be filed.

Response: The Company respectfully
acknowledges the Staff’s comment and advises the Staff that the Company has filed as exhibits to Amendment No. 1 that are
“material contracts” for purposes of Item 601(b)(10)(ii) of Regulation S-K.

Under Item 601(b)(10)(ii) of Regulation
S-K, if the contract is such as ordinarily accompanies the kind of business conducted by the registrant and its subsidiaries, it
will be deemed to have been made in the ordinary course of business and need not be filed unless it falls within one or more of
the following categories, in which case it shall be filed except where immaterial in amount or significance: (emphasis added)

(A) Any contract to which directors,
officers, promoters, voting trustees, security holders named in the registration statement or report, or underwriters are parties
(emphasis added) other than contracts involving only the purchase or sale of current assets having a determinable market
price, at such market price; or

(B) Any contract upon which the registrant’s
business is substantially dependent (emphasis added), as in the case of continuing contracts to sell the major part
of registrant’s products or services or to purchase the major part of registrant’s requirements of goods, services or raw materials
or any franchise or license or other agreement to use a patent, formula, trade secret, process or trade name upon which registrant’s
business depends to a material extent (emphasis added).

GX Acquisition Corp.

March 29, 2021

Page 6

The Company respectfully advises
the Staff that a number of agreements are disclosed in the “Certain Celularity Relationships and Related Party Transactions”
section of Amendment No. 1 given the time period required by Item 404 of Regulation S-K and stated dollar threshold, as well as
the broader scope of Item 404’s disclosure requirements (e.g., Item 404(a)(2) covers contracts where the director
may be a director of another entity that is party to an agreement). The Company further advises the Staff that many of these disclosed
agreements of Celularity are no longer outstanding, may not be outstanding post-Business Combination (e.g., terminated in
connection with the Business Combination), or are not (and are not expected to be) material contracts of the Company for purposes
of Item 601 of Regulation S-K because they are immaterial in amount or significance. Even if material in terms of dollar amount
or significance, no director or officer named in the Registration Statement is a party to such agreement, nor is Celularity “substantially
dependent” on any such agreements. For this reason, the Company has not filed such agreements as Exhibits.

The Company’s analysis of
the agreements disclosed in the “Certain Celularity Relationships and Related Party Transactions” section that are
not filed as Exhibits to Amendment No. 1 is as follows:

    Agreement

    Analysis

    Initial Dragasac Warrant issued May 2018

    This warrant was exercised in full as of November 4, 2019 and is no longer outstanding. The Company respectfully advises the Staff that the New Dragasac Warrant (as amended), which was issued in January 2020 and may become an outstanding obligation of the Company post-Business Combination, is filed, along with the January 2021 amendment, as Exhibits 10.28 and 10.29 to Amendment No. 1.

    Amended and Restated Investors’ Rights Agreement (“IRA”) – March 2020

    As disclosed on page 225 of Amendment No. 1, the March 2020 IRA will be terminated as of the consummation of the Business Combination and will not become an agreement of the Company. The Company respectfully advises the Staff that the proposed form of Amended and Restated Registration Rights Agreement of the Company is filed as Exhibit 4.2 to Amendment No. 1.

    Dragasac Letter Agreement

    As disclosed on page 225 of Amendment No. 1 Statement, the Dragasac letter agreement will be terminated as of the consummation of the Business Combination and will not become an agreement of the Company.

    Starr Letter Agreement

    As disclosed on page 226 of Amendment No. 1, the Starr letter agreement will be terminated as of the consummation of the Business Combination and will not be an agreement of the Company.

GX Acquisition Corp.

March 29, 2021

Page 7

    TNK Contribution Agreement – June 2017

    The description of the June 2017 TNK Contribution agreement is included solely to provide context to the later amendments that fall within the three-year look back of Item 404 of Regulation S-K.  As disclosed on page 226 of Amendment No. 1, the TNK agreements have terminated and will not become agreements of the Company.

    Lung Biotechnology License Agreement – June 2017

        The description of the June 2017 Lung Biotechnology
        license agreement is included solely to provide context to the later amendment that falls within the three-year look back of Item
        404 of Regulation S-K. As disclosed on page 227 of Amendment No. 1, the license agreement has been terminated and will not become
        an agreement of the Company.

        Further, the Company respectfully advises
        the Staff that the agreement was immaterial in amou

United States securities and exchange commission logo
February 22, 2021
Jay R. Bloom
Chief Executive Officer
GX Acquisition Corp.
1325 Avenue of the Americas, 25th Floor
New York, NY 10019
Re:GX Acquisition Corp.
Registration Statement on Form S-4
Filed January 25, 2021
File No. 333-252402
Dear Mr. Bloom:
            We have reviewed your 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 amending your registration statement and providing the
requested information.  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 any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-4
Risk Factors, page 41
1.Please revise this section to relocate any generic risk factors you present to the end of the
section, under the caption "General Risk Factors."  See Item 105(a) of Regulation S-K.
GX’s Board of Directors’ Reasons for the Approval of the Business Combination, page 119
2.In the Financial Condition bullet on page 120, please describe in greater detail all
material analyses the board relied upon in evaluating the financial aspects of the business
combination, including the valuations and public company comparables mentioned in this
bullet point.  If there were any analyses that did not support the fairness of the transaction,
please include appropriate disclosure. Please also include a description of the any
financial analyses prepared by the Company's financial advisors.

 FirstName LastNameJay R. Bloom
 Comapany NameGX Acquisition Corp.
 February 22, 2021 Page 2
 FirstName LastName
Jay R. Bloom
GX Acquisition Corp.
February 22, 2021
Page 2
Potential Actions to Secure GX’s Requisite Stockholder Approvals, page 122
3.You describe potential purchases “in connection with the stockholder vote” and state that
insiders would “not make any such purchases when they are in possession of any material
non-public information not disclosed to the seller of such shares.”  First, tell us whether
the insiders plan to approach these individuals prior to the shareholder vote and whether
they would then be soliciting proxies.  Clarify whether, if in possession of material non-
public information, they would then disclose that information to the seller and
consummate the purchase, and if so, tell us how they would prevent further dissemination
of the material non-public information.  Finally, add a risk factor that some public
shareholders seeking redemption may receive higher compensation, in excess of the per
share pro rata portion of the Trust Account, if they are solicited for these private
transactions.
Conditions to Closing; Termination, page 139
4.Please identify the closing conditions that are subject to waiver here and in the related risk
factor on page 81.
Proposal Nos. 2-5 – The Charter Proposals, page 152
5.Revise this section to separate the discussions of Proposals 3 and 4 so that investors may
understand the two differ and how they differ.  In doing so, describe the contents of
Articles V, VI and VII of the Proposed Charter so security holders can determine whether
they believe those provisions warrant supermajority voting protection.  Revise the
discussion of Proposal 5 to more specifically explain what charter provisions related to
GX’s status as a blank check company will no longer be relevant and why.
Reasons for the Amendments to GX’s Existing Charter, page 153
6.Please revise to state specifically whether you have any plans, proposals or arrangements,
other than for the completion of the Business Combination, to issue any of the additional
authorized shares of capital stock that would be available as a result of the proposed
increase in the number of authorized shares. If there are any such plans, please describe
them.
Information About Celularity, page 166
7.Revise the graphic on page 168 to delete the reference to placental based cells “allow[ing]
for improved safety profile.”  Below the graphic, you state Celularity’s cells offer greater
“persistence, potency and acceptance.”  Please remove all statements suggesting that your
product candidates are safe or effective. Safety and efficacy determinations are solely
within authority of the FDA. As your product candidates have not received approval, it is
premature to state or suggest that they are safe or effective or have improved safety.

 FirstName LastNameJay R. Bloom
 Comapany NameGX Acquisition Corp.
 February 22, 2021 Page 3
 FirstName LastName
Jay R. Bloom
GX Acquisition Corp.
February 22, 2021
Page 3
Product Candidate Pipeline and Development Strategy, page 174
8.You disclose here that “Celularity licenses the CD19 receptor construct and associated
CARs utilized in CyCART-19 from Sorrento, as discussed below in the section entitled
“Collaboration and Licensing Agreements.”  Please revise this section to clarify the rights
reserved by Sorrento under the license agreement and explain Sorrento's control, influence
and role, which appears to be greater than what is disclosed in this section.
9.Revise the graphics throughout this section, particularly those on pages 178, 180-82 so
that all the fonts are large enough to be legible.
10.Throughout this section, for each product candidate for which Celularity has not submitted
an IND, balance any statements regarding timing of the start of Phase 1 or later studies
with disclosure that there is no assurance the IND will be approved, will be approved on
the time frame contemplated or that the studies will be permitted to being in the
anticipated time frame.
11.On page 182 you describe the planned Phase 2 trial as "pivotal." Please clarify what you
mean by pivotal in this instance. Additionally, we note in this section that the Phase 2 trial
for CYNK-001 in AML patients is in the planning stages; however the pipeline tables
elsewhere in the prospectus show that Phase 2 for this indication is more than 50%
completed. Please reconcile.
Licensing Agreements, page 184
12.Revise the disclosure of the Celgene agreements to clarify what products they address,
including the “certain programs” to which the milestone payments relate and otherwise
clarify the material terms of the agreements.
13.Please revise the discussion of the Sorrento license agreement to provide additional details
including:

•the products licensed under the agreement and an explanation of what technology is
licensed to Celularity and what is retained by Sorrento;
•each party's rights and obligations under the agreement, including further information
regarding Celularity’s obligations to develop and commercialize licensed products;
•specify within ten percentage points the royalty rate, rather than a "low double digit
percentage" royalty; and
•the aggregate amounts paid to date under the agreement.
Manufacturing, page 184
14.Clarify what manufacturing Celularity handles in house and what it contracts out to
CMOs.

 FirstName LastNameJay R. Bloom
 Comapany NameGX Acquisition Corp.
 February 22, 2021 Page 4
 FirstName LastName
Jay R. Bloom
GX Acquisition Corp.
February 22, 2021
Page 4
Intellectual Property, page 185
15.For each of Celularity’s patent families, please disclose the product candidates and
technologies to which such patents relate, whether they are owned or licensed, the type
of patent protection, the applicable jurisdictions and whether there are any contested
proceedings or third-party claims. We also note patents related to your placental-derived
ASCs have upcoming expiration dates in 2021. Please discuss whether you expect the
expiration of these patents to have a material effect on your business.
Certain Celularity Relationships and Related Party Transactions, page 226
16.File the agreements disclosed in this section as exhibits as required by Item 601(b)(10)(ii)
of Regulation S-K, or tell us why you believe they are not required to be filed.
Celgene License and Contingent Value Rights Agreements, page 228
17.Please specify the programs the are covered by the CVR Agreement and whether any
payments under the agreement have been made to date.
Security Ownership of Certain Beneficial Owners and Management, page 283
18.Please identify the natural person or persons who directly or indirectly exercise sole or
shared voting and/or dispositive power with respect to the common stock held by the
entities named in the table.  Refer to Item 403 of Regulation S-K.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Jenn Do at (202) 551-3743 or Kate Tillan at (202) 551-3604 if you have
questions regarding comments on the financial statements and related matters.  Please contact
Abby Adams at (202) 551-6902 or Chris Edwards at (202) 551-6761 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       C. Michael Chitwood, Esq.

CORRESP
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    May 16, 2019

VIA EDGAR

U.S. Securities & Exchange
Commission

100 F Street, NE

Washington, D.C. 20549-4561

    Re:

    GX Acquisition Corp.

    Registration Statement on Form S-1

    Filed April 26, 2019, as amended

    File No. 333-231074

 Gentlemen:

Pursuant to Rule 461 of the General Rules and
Regulations under the Securities Act of 1933, as amended (the “Act”), the undersigned hereby joins in the request of
GX Acquisition Corp. that the effective date of the above-referenced Registration Statement be accelerated so as to permit it to
become effective at 4:00 p.m. EST on Monday, May 20, 2019, or as soon as thereafter practicable.

Pursuant to Rule 460 of the General Rules
and Regulations under the Act, the undersigned advises that as of the date hereof,  500 copies of the Preliminary Prospectus
dated April 26, 2019 have been distributed to prospective dealers, institutional investors, retail investors and others.

The undersigned advises that it has complied
and will continue to comply with the requirements of Rule 15c2-8 under the Securities and Exchange Act of 1934, as amended.

[signature page follows]

Very truly yours,

CANTOR FITZGERALD AND CO.

    By:
    /s/ Sage Kelly

    Name:
    Sage Kelly

    Title:
    Managing Director

CORRESP
1
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GX Acquisition Corp.

1325 Avenue of the Americas, 25th Floor

New York, NY 10019

May 16, 2019

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C.  20549

Attention: Frank Pigott

    Re:

    GX Acquisition Corp.

    Registration Statement on Form S-1

    Filed April 26, 2019, as amended

    File No. 333-231074

Dear Mr. Pigott:

Pursuant to Rule 461 under the Securities Act
of 1933, as amended, GX Acquisition Corp. hereby requests acceleration of effectiveness of the above referenced Registration Statement
so that it will become effective at 4:00 p.m. EST on Monday, May 20, 2019, or as soon as thereafter practicable.

    Very truly yours,

    /s/  Jay R. Bloom

    Jay R. Bloom

    Co-Chief Executive Officer

    cc:

    Ellenoff Grossman & Schole LLP

    Graubard Miller

CORRESP
1
filename1.htm

April 26, 2019

VIA
EDGAR

U.S.
Securities and Exchange Commission

100
F Street, N.E.

Division
of Corporation Finance Office

of
Transportation and Leisure

Washington,
D.C. 20549

Attn:
Jay Ingram

 Re: GX
Acquisition Corp.

Draft
Registration Statement on Form S-1

Submitted
November 5, 2018

CIK
No. 1752828

Dear
Mr. Ingram:

GX
Acquisition Corp. (the “Corporation,” “we,” “our” or “us”) hereby transmits its
response to the comment letter received from the staff (the “Staff”) of the Securities and Exchange Commission (the
“Commission”), dated April 10, 2019, regarding the revised Draft Registration Statement on Form S-1 submitted on March
28, 2019.

For
the Staff’s convenience, we have repeated below the Staff’s comments in bold, and have followed each comment with
the Company’s response.

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.

We
have revised the indicated disclosure per the Staff’s request.

We
thank the Staff in advance for its consideration of these changes. Should you have any questions regarding the foregoing, please
contact our outside counsel, Stuart Neuhauser, Esq. of Ellenoff Grossman & Schole LLP at (212) 370-1300.

    Sincerely,

    By:
    /s/ Jay R. Bloom

    Name:
     Jay R. Bloom

cc:
Stuart Neuhauser, Esq.

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

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