Share this article
Share this article
NEW YORK, April 16, 2021 /PRNewswire/ -- On April 14, 2021, GX Acquisition Corp. ("GX") (NASDAQ: "GXGX"), provided information regarding a proposal to amend GX's amended and restated certificate of incorporation (the "Charter") to extend the date by which GX has to complete its initial business combination (the "Extension") from May 23, 2021 to July 31, 2021.
The Charter currently provides that GX has 24 months from the closing of its initial public offering (until May 23, 2021) to complete an initial business combination, which is customary for a special purpose acquisition company like GX. As previously announced, in January 2021 GX entered into a definitive merger agreement with Celularity Inc. ("Celularity"), an allogeneic cellular therapy company, that would result in Celularity combining with GX and becoming a publicly listed company (the "Celularity Business Combination"). Since that time, GX and Celularity have been working together to address comments from the staff of the U.S. Securities and Exchange Commission ("SEC") on the proxy statement/prospectus filed in connection with the transaction and to satisfy the various closing conditions contained in the merger agreement. Additionally, in recent days the SEC made a public statement regarding accounting and reporting considerations for warrants issued by special purpose acquisition companies. GX has begun a complete review of its accounting treatment of its public and private warrants, and GX's board of directors currently believes that there may not be sufficient time before May 23, 2021 to complete the review and hold a special meeting to conduct a vote for the stockholder approvals required in connection with the Celularity Business Combination and consummate the closing of the Celularity Business Combination within the legally prescribed time constraints applicable to such actions. The GX board is seeking the Extension to complete the accounting review, to allow our stockholders to be able to evaluate the Celularity Business Combination and to allow additional time to consummate the Celularity Business Combination. The GX board continues to unanimously recommend that its stockholders vote "