This proxy statement is dated December 4, 2020
and is being mailed withYou are cordially invited to attend the form of proxy on or shortly after December 7, 2020.

IMPORTANT

meeting in person. Whether or not you expect to attend the Annual Meeting, you are respectfully requested by the Board of Directors tomeeting, please complete, date, sign date and return the enclosed proxy, or vote over the telephone or the internet as instructed in these materials, as promptly or followas possible in order to ensure your representation at the instructions containedmeeting. A return envelope (which is postage prepaid if mailed in the proxy card or voting instructions. IfUnited States) has been provided for your convenience. Even if you grant ahave voted by proxy, you may revoke it at any time prior to the Annual Meeting orstill vote in person online atif you attend the Annual Meeting.

PLEASE NOTE: Ifmeeting. Please note, however, that if your shares are held in street name, yourof record by a broker, bank custodian, or other nominee holder cannot vote your shares in the election of directors unlessand you direct the nominee holder howwish to vote by returningat the meeting, you must obtain a proxy issued in your proxy card or by following the instructions contained on the proxy card or voting instruction form, or submit your proxy by telephone or over the Internet (if those options are available to you) in accordance with the instructions on the enclosed proxy card or voting instruction card.name from that record holder

GX ACQUISITION CORP.
1325 AvenueTable of the Americas, 25th Floor
New York, NY 10019

NOTICE OF 2020 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD DECEMBER 29, 2020

To the Stockholders of GX Acquisition Corp.:

NOTICE IS HEREBY GIVEN that the 2020 annual meeting of stockholders (the “Annual Meeting”) of GX Acquisition Corp., a Delaware corporation (the “Company”), will be held on Tuesday, December 29, 2020 at 10:00 a.m., Eastern Time, as a virtual meeting. You will be able to attend, vote your shares, and submit questions during the Annual Meeting via a live webcast available at https://www.cstproxy.com/gxacquisitioncorp/2020. The Annual Meeting will be held for the sole purpose of considering and voting upon the following proposals:Contents

Only stockholders of record of the Company as of the close of business on November 27, 2020 are entitled to notice of, and to vote at, the Annual Meeting or any adjournment or postponement thereof. Each share of common stock entitles the holder thereof to one vote. All holders of shares of Class A common stock and Class B common stock are entitled to vote on both proposals.

Your vote is important. Proxy voting permits stockholders unable to attend the Annual Meeting to vote their shares through a proxy. By appointing a proxy, your shares will be represented and voted in accordance with your instructions. You can vote your shares by completing and returning your proxy card, or submit your proxy over the Internet in accordance with the instructions on the enclosed proxy card or voting instruction card. Proxy cards that are signed and returned but do not include voting instructions will be voted by the proxy as recommended by the Board. You can change your voting instructions or revoke your proxy at any time prior to the Annual Meeting by following the instructions included in this proxy statement and on the proxy card.

Even if you plan to attend the Annual Meeting in person online, it is strongly recommended that you complete and return your proxy card before the Annual Meeting date to ensure that your shares will be represented at the Annual Meeting if you are unable to attend. You are urged to review carefully the information contained in the enclosed proxy statement prior to deciding how to vote your shares. You may also access our proxy materials at the following website: https://www.cstproxy.com/gxacquisitioncorp/2020.

By Order of the Board,
/s/ Jay R. Bloom
Co-Chairman and Chief Executive Officer

TABLE OF CONTENTS

GX ACQUISITION CORP.
1325 Avenue of the Americas, 25th Floor
New York, NY 10019

PROXY STATEMENT
2020 ANNUAL MEETING OF STOCKHOLDERS
To be held on Tuesday, December 29, 2020, at 10:00 a.m., Eastern TimeCELULARITY INC.

170 Park Ave

Florham Park, New Jersey 07932

QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALSSTATEMENT

FOR THE SPECIAL MEETING OF STOCKHOLDERS

Why did you send me this proxy statement?TO BE HELD ON FEBRUARY 22, 2024

This proxy statement andcontains information about the enclosedSpecial Meeting of Stockholders, or the Special Meeting, of Celularity Inc., to be held on February 22, 2024 at 9:00 a.m. Eastern Time at Celularity’s headquarters at 170 Park Avenue, Florham Park, New Jersey 07932. The board of directors of Celularity Inc. is using this proxy card are being sentstatement to you in connection with the solicitation ofsolicit proxies by the Board of Directors (the “Board of Directors” or “Board”) of GX Acquisition Corp., a Delaware corporation (the “Company,” “we,” us,” and “our”), for use at the annualSpecial Meeting.

The Special Meeting will be held for the following purposes:

These items of business are more fully described in this proxy statement.

YOUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE PROPOSALS OUTLINED IN THIS PROXY STATEMENT.

Only Celularity Inc. stockholders of record at the close of business on January 24, 2024, will be entitled to vote at the Special Meeting and any adjournment or postponement thereof.

In this proxy statement, the terms “Celularity,” “we,” “us,” and “our” refer to Celularity Inc. Our wholly-owned subsidiary, now known as Celularity LLC is referred to as “Legacy Celularity.”

All properly submitted proxies will be voted in accordance with the instructions contained in those proxies. If no instructions are specified, the proxies will be voted in accordance with the recommendation of our board of directors with respect to each of the matters set forth in this proxy statement. You may revoke your proxy at any time before it is exercised at the meeting of stockholders (the “Annual Meeting”)by giving our corporate secretary written notice to that effect.

CELULARITY INC.

PROXY STATEMENT

FOR THE SPECIAL MEETING OF STOCKHOLDERS

GENERAL INFORMATION

How do I attend and participate in the Special Meeting?

The Special Meeting will be held on Tuesday, December 29, 2020February 22, 2024 at 10:9:00 a.m., Eastern Time at Celularity’s headquarters located at 170 Park Avenue, Florham Park, New Jersey. Information on how to vote in person at the Special Meeting is discussed below.

When are this proxy statement and the accompanying materials scheduled to be sent to stockholders?

The proxy materials, including this proxy statement and a proxy card for shares held in street name (i.e., held for your account by a broker of other nominee), or voting instruction card, are first being mailed to stockholders on or about February 2, 2024. These materials are also available for viewing, printing and downloading on the Internet at www.proxydocs.com/CELU.

Who is soliciting my vote?

Our board of directors is soliciting your vote for the Special Meeting, including at any adjournments or postponements thereof. This proxy statement summarizesof the information that you need to make an informed decision on the proposals to be considered at the Annual Meeting. This proxy statement and the enclosed proxy card were first sent to the Company’s stockholders on or about December 7, 2020.meeting.

WhatWhen is included in these materials?

These materials include:

What proposals will be addressed at the Annualrecord date for the Special Meeting?

Stockholders will be askedThe record date for determination of stockholders entitled to consider the following proposalsvote at the Annual Meeting:

We will also consider any other business that properly comes before the Annual Meeting.on January 24, 2024.

How does the Board of Directors recommend that I vote?

Our Board of Directors unanimously recommends thatmany votes can be cast by all stockholders vote “FOR” the director nominee and “FOR” the ratification of the selection of Marcum as our independent registered public accounting firm.

Who may vote at the Annual Meeting of stockholders?

Stockholders who ownedThere were 216,406,240 shares of the Company’sour Class A common stock, par value $0.0001 per share, asoutstanding on January 24, 2024, all of the close of business on November 27, 2020which are entitled to vote with respect to all matters to be acted upon at the AnnualSpecial Meeting. AsEach stockholder of the Record Date, there were 28,750,000 shares of Class A common stock and 7,187,500 shares of Class B common stock issued and outstanding.

How many votes must be present to hold the Annual Meeting?

Your shares are counted as present at the Annual Meeting if you attend the Annual Meeting and vote online, if you properly submit your proxy or if your shares are registered in the name of a bank or brokerage firm and you do not provide voting instructions and such bank or broker casts a vote on the ratification of our independent registered public accounting firm. On November 27, 2020, there were 28,750,000 shares of Class A common stock and 7,187,500 shares of Class B common stock outstanding and entitled to vote. In order for us to conduct the Annual Meeting, a majority of the voting power of our outstanding shares of common stock entitled to vote at the Annual Meeting must be present at the Annual Meeting. This is referred to as a quorum. Consequently, 17,968,751 shares of Class A common stock and Class B common stock combined must be present at the Annual Meeting to constitute a quorum.

How many votes do I have?

Each share of Class A common stock and Class B common stockrecord is entitled to one vote onfor each matter that comes before the Annual Meeting. Information about the stock holdingsshare of our directors and executive officers is contained in the sectioncommon stock held by such stockholder. None of this Proxy Statement entitled “Security Ownershipour shares of Certain Beneficial Owners and Management.”undesignated preferred stock were outstanding as of January 24, 2024.

What is the difference between a stockholder“stockholder of recordrecord” and a beneficial owner of shares held in street“street name?”

Stockholder of Record.Record. If youryou own shares that are registered directly in your name with the Company’sour transfer agent, Continental Stock Transfer & Trust Company, N.A., then you are considered the stockholdera “stockholder of record with respect torecord” of those shares. For these shares, and theyour set of proxy materials werehas been sent directly to you directly by us. You may vote your shares by proxy prior to the Company.Special Meeting by following the instructions contained on the enclosed proxy card.

Beneficial OwnerOwners of Shares Held in Street Name.Name. If youryou own shares that are held in an account at a brokerage firm,account or by a bank, broker-dealer,trust or other similar organization,nominee or custodian, then you are considered the beneficial owner of those shares, which are held in “street name,name.” and theWith respect to these shares, your set of proxy materials werehas been forwarded to you by that organization. The organization holding your account is considered the stockholder of record for purposes of voting at the AnnualSpecial Meeting. As athe beneficial owner, you have the right to instruct that organization onas to how to vote the shares held in your account. Thoseaccount by following the instructions are contained in a “voteon the voting instruction form.”card provided to you by that organization.

How do I vote?

What is the proxy card?

The proxy card enables you to appoint each of Jay R. Bloom and Dean C. Kehler, our Co-Chairmen and Chief Executive Officers as your representatives, at the Annual Meeting. By completing and returning the proxy card,If you are authorizing eacha stockholder of Mr. Bloom and Mr. Kehlerrecord, there are several ways for you to vote your shares at the Annual Meeting in accordance with your instructions on the proxy card. This way, your shares will be voted whether or not you attend the Annual Meeting. shares.

Even if you plan to attend the AnnualSpecial Meeting, it is strongly recommendedwe recommend that you completealso vote by proxy so that your vote will be counted if you later decide not to attend the Special Meeting. If you submit a proxy via the Internet or by telephone, your voting instructions authorize the proxy holders in the same manner as if you signed, dated, and returned your proxy card. If you submit a proxy via the Internet or by telephone, you do not need to return your proxy card before the Annual Meeting date in case your plans change. If a proposal comes up for vote at the Annual Meeting that is not on the proxy card, the proxies will vote your shares, under your proxy, according to their best judgment.

If I am a stockholder of record of the Company’s shares, how do I vote?

There are two ways to vote:

If I am a beneficial owner of shares held in street name, how do I vote?

There are three ways to vote:

Will my shares be voted if I do not provide my proxy?card.

If you holdare a street name stockholder, you will receive voting instructions from your shares directly in your own name, they will not be voted if you do not provide a proxy.

Your shares may be voted under certain circumstances if they are held inbroker, bank or other nominee. You must follow the name of a brokerage firm. Brokerage firms generally have the authority to vote shares not voted by customers on certain “routine” matters, including the ratification of an independent registered public accounting firm. Accordingly, at the Annual Meeting, your shares may only be votedvoting instructions provided by your brokerage firm for the ratification of our independent registered public accounting firm.

Brokers are prohibited from exercising discretionary authority on non-routine matters. The election of a Class I director is considered a non-routine matter, and therefore brokers cannot exercise discretionary authority regarding this proposal for beneficial owners who have not returned proxies to the brokers (so-called “broker non-votes”). In the case of broker, non-votes, and in cases where you abstain from voting on a matter when present at the Annual Meeting and entitled to vote, those shares will still be counted for purposes of determining if a quorum is present.

What vote is required to elect directors?

Directors are elected by a plurality of the votes of the holders of Class A common stock and Class B common stock cast at the Annual Meeting. Abstentions will have no effect on this proposal, assuming that a quorum is present.

What vote is required to ratify the selection by our audit committee of Marcum as our independent registered public accounting firm?

Approval of the proposal to ratify the selection of Marcum as our independent registered public accounting firm requires the affirmative vote of the majority of the votes cast by the holders of Class A common stock and Class B common stock present in person online or represented by proxy and entitled to vote on the matter at the Annual Meeting. Abstentions will have no effect on this proposal, assuming that a quorum of the holders of Class A common stock and Class B common stock combined is present.

Can I change my vote after I have voted?

You may revoke your proxy and change your vote at any time before the final vote at the Annual Meeting. You may vote again by signing and returning a new proxy card or vote instruction form with a later date or by attending the Annual Meeting and voting online if you are a stockholder of record. However, your attendance at the Annual Meeting will not automatically revoke your proxy unless you vote again at the Annual Meeting or specifically request that your prior proxy be revoked by delivering to the Company’s Secretary at 1325 Avenue of the Americas, 25th Floor, New York, NY 10019 a written notice of revocation prior to the Annual Meeting.

Please note, however, that if your shares are held of record by a brokerage firm, bank or other nominee you mustin order to instruct your broker, bank or other nominee that you wishon how to changevote your shares. Street name stockholders should generally be able to vote by followingreturning an instruction card, or by telephone or on the proceduresInternet. However, the availability of telephone and Internet voting will depend on the voting form provided to you by theprocess of your broker, bank or other nominee. IfAs discussed above, if you are a street name stockholder, you may not vote your shares are heldon your own behalf in street name, and you wish to attend the Annual Meeting and voteperson at the AnnualSpecial Meeting unless you must bring to the Annual Meetingobtain a legal proxy from theyour broker, bank or other nominee holding your shares, confirming your beneficial ownership of the shares and giving you the right to vote your shares.nominee.

What happens if I do not indicate how to vote my proxy?By Proxy

If you signwill not be attending the Special Meeting, you may vote by proxy. You can vote by proxy over the Internet by following the instructions provided in the enclosed proxy card. Proxies submitted by mail must be received before the start of the Special Meeting.

If you complete and submit your proxy cardbefore the Special Meeting, the persons named as proxies will vote the shares represented by your proxy in accordance with your instructions. If you submit a proxy without providing furthergiving voting instructions, your shares will be voted “FOR” allin the director nominee and “FOR” the ratification of Marcum to serve as our independent registered public accounting firm.

Is my vote kept confidential?

Proxies, ballots and voting tabulations identifying stockholders are kept confidential and will not be disclosed except as may be necessary to meet legal requirements.

Where do I find the voting results of the Annual Meeting?

We will announce preliminary voting results at the Annual Meeting. The final voting results will be talliedmanner recommended by the inspectorboard of election and published in the Company’s Current Reportdirectors on Form 8-K, which the Company is required to file with the SEC within four business days following the Annual Meeting.

Who bears the cost of soliciting proxies?

The Company will bear the cost of soliciting proxies in the accompanying form and will reimburse brokerage firms and others for expenses involved in forwarding proxy materials to beneficial owners or soliciting their execution. In addition to solicitations by mail, the Company, through its directors and officers, may solicit proxies in person, by telephone or by electronic means. Such directors and officers will not receive any special remuneration for these efforts.

Who is the sponsor of the Company?

References throughout this proxy statement to our “sponsor” are to GX Sponsor LLC, a Delaware limited liability company, of which Cooper Road, LLC, an entity controlled by Jay R. Bloom and Dean C. Kehler, our co-Chairmen and Chief Executive Officers, is the managing member.

Who can help answer my questions?

You can contact our Chief Financial Officer, Andrea J. Kellett at (212) 616-3700 or by sending a letter to Ms. Kellett at the offices of the Company at 1325 Avenue of the Americas, 25th Floor, New York, NY 10019 with any questions about the proposals describedall matters presented in this proxy statement, or how to execute your vote.

THE ANNUAL MEETING

We are furnishing this proxy statement to you as a stockholder of GX Acquisition Corp. as part of the solicitation of proxies by our Board for use at our Annual Meeting to be held on Tuesday, December 29, 2020, or any adjournment or postponement thereof.

Date, Time, Place and Purpose of the Annual Meeting

The Annual Meeting will be held on Tuesday, December 29, 2020, at 10:00 a.m., Eastern Time as a virtual meeting. You will be able to attend, vote your shares, and submit questions during the Annual Meeting via a live webcast available at https://www.cstproxy.com/gxacquisitioncorp/2020. You are cordially invited to attend the Annual Meeting, at which stockholders will be asked to consider and vote upon the following proposals, which are more fully described in this proxy statement:

Record Date, Voting and Quorum

Our Board ratified the selection of the close of business on November 27, 2020, as the Record Date for the determination of holders of our outstanding common stock entitled to notice of and to vote on all matters presented at the Annual Meeting. As of the record date, there were 28,750,000 shares of Class A common stock and 7,187,500 shares of Class B common stock issued and outstanding and entitled to vote. Each share of common stock entitles the holder thereof to one vote.

For each proposal, the holders of 17,968,751 shares of common stock entitled to vote, present in person virtually or represented by proxy at the Annual Meeting, constitute a quorum.

Required Vote

The affirmative vote of a plurality of the votes cast at the Annual Meeting by the stockholders present in person virtually or represented by proxy and entitled to vote in the election of directors is required to elect the director nominee.

The approval of the proposal to ratify the selection of Marcum as our independent registered public accounting firm requires the affirmative vote of a majority of the votes cast by the stockholders, present virtually or represented by proxy and entitled to vote on this matter at the Annual Meeting.

Voting

You can vote your shares at the Annual Meeting by proxy or online.

You can vote by proxy by having one or more individuals who will be at the Annual Meeting vote your shares for you. These individuals are called “proxies” and using them to cast your ballot at the Annual Meeting is called voting “by proxy.”

If you wish to vote by proxy, you must (i) complete the enclosed form, called a “proxy card,” and mail it in the envelope provided or (ii) submit your proxy over the Internet in accordance with the instructions on the enclosed proxy card or voting instruction card.

If you complete the proxy card and mail it in the envelope provided or submit your proxy over the Internet as described above, you will designate the Co-Chief Executive Officers, each to act as your proxy at the Annual Meeting. One of them will then vote your shares at the Annual Meeting in accordance with the instructions you have given them in the proxy card or voting instructions, as applicable, with respect to the proposals presented in this proxy statement. Proxies will extend to, and be voted at, any adjournment(s) or postponement(s) of the Annual Meeting.

Alternatively, you can vote your shares online by attending the Annual Meeting. While we know of no other matters to be acted upon at this year’s Annual Meeting, it is possible that other matters may be presented at the Annual Meeting. If that happens and you have signed and not revoked a proxy card, your proxy will vote on such other matters in accordance with the best judgment of Mr. Bloom or Mr. Kehler.

A special note for those who plan to attend the Annual Meeting and vote online: if your shares are held in the name of a broker, bank or other nominee, you must either direct the record holder of your shares to vote your shares or obtain a legal proxy from the record holder to vote your shares at the Annual Meeting.

Our Board is asking for your proxy. Giving the Board your proxy means you authorize it to vote your shares at the Annual Meeting in the manner you direct. You may vote for or withhold your vote for each nominee or proposal or you may abstain from voting. All valid proxies received prior to the Annual Meeting will be voted. All shares represented by a proxy will be voted, and where a stockholder specifies by means of the proxy a choice with respect to any matter to be acted upon, the shares will be voted in accordance with the specification so made. If no choice is indicated on the proxy, shares of Class A common stock and Class B common stock will be voted “FOR” the election of the director nominee, and shares of Class A common stock and Class B common stock will be voted “FOR” the ratification of the selection of Marcum as our independent registered public accounting firm and as the proxy holderspersons named as proxies may determine in their discretion with respect to any other matters properly presented at the Special Meeting. You may also authorize another person or persons to act for you as proxy in a writing, signed by you or your authorized representative, specifying the details of those proxies’ authority. The original writing must be given to each of the named proxies, although it may be sent to them by electronic transmission if, from that may properly come beforetransmission, it can be determined that the Annual Meeting.transmission was authorized by you.

Stockholders who have questions or need assistance in completing or submitting their proxy cards should contact our Chief Financial Officer, Andrea J. Kellett,If any other matters are properly presented for consideration at (212) 616-3700.

Stockholders who hold their shares in “street name,” meaning the nameSpecial Meeting, including, among other things, consideration of a brokermotion to adjourn the Special Meeting to another time or other nominee who isplace (including, without limitation, for the record holder, must either directpurpose of soliciting additional proxies), the record holder of their sharespersons named in your proxy and acting thereunder will have discretion to vote on those matters in accordance with their shares or obtain a legal proxy from the record holder to vote their sharesbest judgment. We do not currently anticipate that any other matters will be raised at the AnnualSpecial Meeting.

Revocability of ProxiesHow do I revoke my proxy?

AnyYou may revoke your proxy may be revokedby (1) following the instructions on the Notice and entering a new vote by mail that we receive before the start of the Special Meeting or over the Internet by the person giving it at anycutoff time before the polls closeof 11:59 p.m. Eastern Time on February 21, 2024, (2) attending and voting in person at the Annual Meeting. A proxy may be revokedSpecial Meeting (although attendance at the Special Meeting will not in and of itself revoke a proxy), or (3) by filing an instrument in writing revoking the proxy or another duly executed proxy bearing a later date with our Secretary (GX Acquisition Corp., 1325 Avenue of the Americas, 25th Floor, New York, NY 10019) either (i) aCorporate Secretary. Any written notice of revocation bearingor subsequent proxy card must be received by our Corporate Secretary prior to the taking of the vote at the Special Meeting. Such written notice of revocation or subsequent proxy card should be hand delivered to our Corporate Secretary or sent to our principal executive offices at Celularity Inc., 170 Park Ave., Florham Park, New Jersey 07932, Attention: Corporate Secretary.

If a datebroker, bank, or other nominee holds your shares, you must contact such broker, bank, or nominee in order to find out how to change your vote.

How is a quorum reached?

Our bylaws provide that the presence, in person, by remote communication, if applicable, or by proxy duly authorized, of the holders of a majority of the voting power of the outstanding shares of stock entitled to vote at the meeting, will constitute a quorum for the transaction of business at the Special Meeting.

Under the General Corporation Law of the State of Delaware, shares that are voted “abstain” or “withheld” and broker “non-votes” are counted as present for purposes of determining whether a quorum is present at the Special Meeting. If a quorum is not present, the meeting may be adjourned or postponed until a quorum is obtained.

Why is Celularity holding the special meeting?

The Reverse Stock Split Proposal

As previously disclosed in our current reports on Form 8-K filed on March 17, 2023 and on September 19, 2023, on March 14, 2023, we received a letter from the Listing Qualifications Department of the Nasdaq Stock Market notifying us that, as the bid price for our common stock had closed below $1.00 per share for the last 30 consecutive business days, we were not in compliance with Nasdaq Listing Rule 5450(a)(1), which is the minimum bid price requirement for continued listing on the Nasdaq Capital Market.

In accordance with Nasdaq Listing Rule 5810(c)(3)(A), we have been provided two 180-calendar day periods, or until March 11, 2024, to regain compliance with the minimum bid price requirement. The continued listing standard will be met if the closing bid price of our common stock is at least $1.00 per share for a minimum of ten consecutive business days during the 180-calendar day period. Nasdaq has advised that if we choose to implement a reverse stock split, it must be completed no later than 10 business days prior to March 11, 2024 to timely regain compliance (i.e., no later than February 26, 2024). If it appears to Nasdaq that we will not be able to cure the deficiency, or if we are otherwise not eligible, Nasdaq will provide notification that our common stock will be subject to delisting.

Our board of directors has determined that an amendment to our Charter to effect the reverse stock split may be necessary to promote the continued listing of our common stock on the Nasdaq Capital Market and is in the best interests of our stockholders. If approved and implemented, our board of directors will select a reverse stock split ratio within a range of 1-for-10 to 1-for-100 (or any number in between), based on various factors, including the then prevailing market conditions and the existing and expected per share trading prices of our Class A common stock. Pursuant to the law of our state of incorporation, Delaware, our board of directors must adopt any amendment to our Charter and submit the amendment to stockholders for approval. Accordingly, our board of directors is requesting your proxy to vote “FOR” the reverse stock split proposal.

In addition to bringing the per share trading price of our common stock back above $1.00, we also believe that the reverse stock split will make our Class A common stock more attractive to a broader range of institutional and other investors, as we have been advised that the current per share trading price of our Class A common stock may affect its acceptability to certain institutional investors, professional investors and other members of the investing public. Many brokerage houses and institutional investors have internal policies and practices that either prohibit them from investing in low-priced stocks or tend to discourage individual brokers from recommending low-priced stocks to their customers. In addition, some of those policies and practices may function to make the processing of trades in low-priced stocks economically unattractive to brokers.

The reverse stock split would not change the number of authorized shares of our Class A common stock. Therefore, the number of shares remaining available for issuance in the future would increase. These additional shares would be available for issuance from time to time for corporate purposes including capital-raising transactions and acquisitions.

The Nasdaq Proposal

As previously disclosed in our current report on Form 8-K filed on January 17, 2024, in connection with the amended and restated senior secured loan agreement among Celularity, Legacy Celularity, a wholly owned subsidiary of Celularity and Resorts World Inc Pte Ltd, or RWI, dated January 12, 2024, for an aggregated amount of $15.0 million, we issued two tranches of warrants to RWI on January 16, 2024. The Tranche 1 warrant is immediately vested and exercisable, with a term of five-year as of the date of such proxy or (ii)issuance, to acquire an aggregate of up to 16,500,000 shares of our Class A common stock, at an exercise price of $0.24898 per share (which was the “Minimum Price” calculated in accordance with Nasdaq Listing Rule 5635(d) on the date of entry into the agreement to issue the Tranche 1 warrant). The Tranche 2 warrant is immediately vested and will become exercisable on the date that all of the following have been satisfied: (x) compliance with the “Exchange Cap Conditions” (as defined in the Tranche 2 warrant and as set out below), (y) CFIUS clearance (as defined in the Tranche 2 warrant) and (z) six months minus one day from the issuance date (or July 17, 2024), have a subsequent proxy relatingterm of five-years from when they become exercisable and will have an exercise price equal to the same“Minimum Price” calculated in accordance with Nasdaq Listing Rule 5635(d) on the date they become exercisable.

The “Exchange Cap” condition means any one of the following: (a) the warrant to acquire any shares, after giving effect to such purchase and sale the aggregate number of shares issued under the Tranche 2 warrant (or any other transaction that is integrated with the Tranche 2 warrant), would not exceed 19.9% of our outstanding Class A common stock as of January 12, 2024 (the date of the RWI loan), (b) our stockholders have approved the exercise of the Tranche 2 warrant at an exercise price below $0.24898 in accordance with Nasdaq Listing Rule 5635(d) or any successor rule or (c) the exercise price, once determined pursuant to the terms of the Tranche 2 warrant (e.g., on the date it becomes exercisable) equals or exceeds $0.24898.

Because such future-determined exercise price for the Tranche 2 warrant may be less than $0.24898 per share (which was the “Minimum Price” calculated in accordance with Nasdaq Listing Rule 5635(d) on the date of entry into the RWI loan pursuant to which the Tranche 2 warrant was issued), as may be adjusted for any reverse stock split we implement if the Reverse Stock Split Proposal is effected, we included language in the Tranche 2 warrant that prohibits exercise of such warrant if it would result in the issuance of shares in violation of Nasdaq Listing Rule 5635(d) and agreed to seek stockholder approval permitting such exercise. Accordingly, we are seeking stockholder approval of the Nasdaq Proposal to establish a floor price so that RWI’s Tranche 2 warrant may be exercised without limitation once the future exercise price is determinable.

The Tranche 2 Floor Price is $0.12449 solely for purposes of the Nasdaq Proposal (Proposal No. 2). The actual exercise price of the Tranche 2 warrant, when determined may be greater than $0.24898 (as may be adjusted, including for any reverse stock split if our stockholders approve the Reverse Stock Split proposal and our Board effects a reverse stock split).

Has anyone agreed to vote in favor of the proposals?

Yes, as contemplated in the RWI loan, Dr. Robert Hariri, our Chairperson and Chief Executive Officer, and our directors Peter Diamandis, M.D. and Dean Kehler have each agreed to vote his shares in favor of both the Reverse Stock Split Proposal and the Nasdaq Proposal. These stockholders, together, held 31,388,297 shares, or (iii) by attendingapproximately 14.5% of our outstanding Class A common stock as of the Annual Meeting and voting online.record date. Dragasac Limited, an entity under common control with RWI, held 51,473,762 shares of our Class A common stock, or approximately 23.8% of our outstanding Class A common stock as of the record date.

How is the vote counted?

Simply attendingUnder our bylaws, any proposal other than an election of directors is decided by the Annual Meeting willaffirmative vote of the holders of a majority of the voting power of the shares present in person, by remote communication, if applicable, or represented by proxy duly authorized at the meeting and entitled to vote generally on the subject matter, except where a larger vote is required by law, applicable stock exchange rules or by our Second Amended and Restated Certificate of Incorporation, or bylaws.

A broker “non-vote” occurs when a nominee holding shares for a beneficial owner does not constitute revocation of your proxy. vote on a particular proposal because the nominee does not have discretionary voting power with respect to that item, and has not received instructions from the beneficial owner.

If your shares are held in the name of“street name” by a broker or other nominee whobrokerage firm, your brokerage firm is the record holder, you must follow the instructions of your broker or other nominee to revoke a previously given proxy.

Attendance at the Annual Meeting

Only holders of common stock, their proxy holders and guests we may invite may attend the Annual Meeting. If you wish to attend the Annual Meeting virtually but you hold your shares through someone else, such as a broker, you must submit proof of your ownership and identification with a photo at the Annual meeting. For example, you may submit an account statement showing that you beneficially owned shares of GX Acquisition Corp. as of the record date as acceptable proof of ownership. In addition, you must submit a legal proxy from the broker, bank or other nominee holding your shares, confirming your beneficial ownership of the shares and giving you the rightrequired to vote your shares.

Solicitation of Proxiesshares according to your instructions. If you do not give instructions to your brokerage firm, the brokerage firm will still be able to vote your shares with respect to “discretionary” items, but will not be allowed to vote your shares with respect to “non-discretionary” items. The Nasdaq Proposal (Proposal No. 2) is “non-discretionary” item. If you do not instruct your broker how to vote with respect to these proposals, your broker may not vote for such proposals, and those shares will be counted as broker “non-votes.” The Reverse Stock Split Proposal (Proposal No. 1) is considered to be a discretionary item, and your brokerage firm will be able to vote on this proposal even if it does not receive instructions from you.

The costapproval of preparing, assembling, printingthe Reverse Stock Split Proposal (Proposal No. 1) requires the votes cast for exceed the votes cast against at the Special Meeting. Abstentions and mailing this proxy statement andbroker non-votes will have no effect on the accompanying formoutcome of proxy, andsuch votes.

The approval of the cost of soliciting proxies relating toNasdaq Proposal (Proposal No. 2) requires the Annual Meeting, will be borne by the Company. Some banks and brokers have customers who beneficially own common stock listed of record in the names of nominees. We intend to request banks and brokers to solicit such customers and will reimburse them for their reasonable out-of-pocket expenses for such solicitations. If any additional solicitationaffirmative vote of the holders of our outstanding shares of common stock is deemed necessary, we (through our directors and officers) anticipate making such solicitation directly. The solicitation of proxies by mail may be supplemented by telephone and personal solicitation by officers, directors and other employeesa majority of the Company, butvoting power of the shares present in person, by remote communication, if applicable, or represented by proxy duly authorized at the Special Meeting and entitled to vote generally on the subject matter. Abstentions will have the same effect as a vote “Against” Proposal No. 2 and broker non-votes will have no additional compensation will be paid toeffect on the outcome of such individuals.votes.

Who pays the cost for soliciting proxies?

We are making this solicitation and will pay the entire cost of preparing and distributing our proxy materials and soliciting votes. If you choose to access the proxy materials or vote over the Internet, you are responsible for any Internet access charges that you may incur. Our officers and employees may, without compensation other than their regular compensation, solicit proxies through further mailings, personal conversations, facsimile transmissions, e-mails, or otherwise.

How can I know the voting results?

We plan to announce preliminary voting results at the Special Meeting. Final voting results will be published in a Current Report on Form 8-K, or Form 8-K, that we expect to file with the SEC within four business days after the Special Meeting. If final voting results are not available to us in time to file a Form 8-K within four business days after the Special Meeting, we intend to file a Form 8-K to publish preliminary results and, within four business days after the final results are known to us, file an additional Form 8-K to publish the final results.

No Right of Dissent or AppraisalPROPOSAL NO. 1—REVERSE STOCK SPLIT

Neither Delaware law nor ourBackground and Proposed Amendment

Our second amended and restated certificate of incorporation provide for appraisal or other similar rights for dissenting stockholders in connection with anycurrently authorizes the Company to issue a total of the proposals to be voted upon at the Annual Meeting. Accordingly, our stockholders will have no right to dissent740,000,000 shares of capital stock, consisting of 730,000,000 shares of Class A common stock, par value $0.0001 per share, and obtain payment for their shares.

Other Business10,000,000 shares of preferred stock, par value $0.0001 per share.

We are not currently aware of any businessOn January 11, 2024, subject to be acted upon at the Annual Meeting other than the matters discussed in this proxy statement. The form of proxy accompanying this proxy statement confers discretionary authority upon the named proxy holders with respect to amendments or variations to the matters identified in the accompanying Notice of Annual Meeting and with respect to any other matters which may properly come before the Annual Meeting. If other matters do properly come before the Annual Meeting, or at any adjournment(s) or postponement(s) of the Annual Meeting, we expect that shares ofstockholder approval, our common stock, represented by properly submitted proxies will be voted by the proxy holders in accordance with the recommendations of our Board.

Principal Offices

Our principal executive offices are located at GX Acquisition Corp., 1325 Avenue of the Americas, 25th Floor, New York, NY 10019. Our telephone number at such address is (212) 616-3700.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Directors and Officers

The directors and executive officers of the Company are as follows:

The experience of our directors and executive officers are as follows:

Jay R. Bloom, our Co-Chairman and Chief Executive Officer since inception, is a Managing Partner of Trimaran, which he co-founded in 1998, and serves as a Manager of Trimaran Fund II, an existing private equity fund. Trimaran and affiliated entities have managed, through Trimaran Fund Management, L.L.C., private equity funds, collateralized loan obligations, and hedge funds (in the case of hedge funds, as sub-advisor). Prior to Trimaran, Mr. Bloom was a Managing Director and Vice Chairman of CIBC, where he was responsible for CIBC’s United States and European Merchant Banking activities, which were conducted through the CIBC Funds. In addition, Mr. Bloom was responsible for overseeing CIBC’s United States and European Leveraged Finance businesses, which included financial sponsor coverage; acquisition finance; high yield origination, underwriting, sales and trading; private placements; and financial restructuring advisory services. Prior to CIBC, Mr. Bloom was a co-founder of Argosy, a boutique investment bank that engaged in leveraged finance activities and principal investing. Argosy was acquired by CIBC in 1995. Prior to Argosy, Mr. Bloom was a Managing Director of Drexel Burnham Lambert Inc., and before that he was an investment banker at Lehman Brothers. Mr. Bloom also practiced law at Paul Weiss Rifkind Wharton & Garrison. Within the last five years, Mr. Bloom has served on the Board of Directors of El Pollo Loco, Inc. until its IPO (restaurants), KCAP Financial Inc. (fixed income investments/asset management; NASDAQ: KCAP), ChanceLight, Inc. (for-profit education), Norcraft Companies, Inc. (building products) and Brite Media Group LLC (specialty advertising). He has also in the past served as a director of Accuride Corporation (heavy truck components; NYSE: ACW), Consolidated Advisors, LLC (asset management), Domino’s Pizza, Inc. (restaurants), Freightcar America, Inc. (rail cars), Global Crossing Ltd. (telecommunications; NYSE: GX), Heating Oil Partners, L.P. (energy), IASIS Healthcare Corporation (hospitals and insurance), Millennium Digital Media Holdings (cable/telecom), Morris Materials Handling, Inc. (capital equipment), NSP Holdings LLC (safety products), PrimeCo Wireless Communications LLC (communications), Source Financial Corporation (retail), Standard Steel, LLC (railcar components) and Transportation Technologies, Inc (heavy truck components). He serves on the Advisory Board of the Richman Center for Business, Law and Public Policy at Columbia University, has served as a member of the Cornell University Council and the Cornell University Undergraduate Business Program Advisory Council, and is an emeritus member of the Advisory Council of the Johnson Graduate School of Management at Cornell University. Mr. Bloom graduated summa cum laude from Cornell University with a B.S degree, from the Johnson Graduate School with an M.B.A degree and from Columbia University School of Law with a J.D. degree, where he was a member of the Board of Editors of the Columbia Law Review. Mr. Bloom is well qualified to serve as a Director due to his extensive financial, investment, operation and private and public company experience.

Dean C. Kehler, our Co-Chairman and Chief Executive Officer since inception, is a Managing Partner of Trimaran, which he co-founded in 1998, and serves as a Manager of Trimaran Fund II. Since 2019, he has served as Co Chairman and Chief Executive Officer of GXGX. Prior to Trimaran, Mr. Kehler was a Managing Director and Vice Chairman of CIBC, where he was responsible for CIBC’s United States and European Merchant Banking activities, which were conducted through the CIBC Funds. In addition, Mr. Kehler was responsible for overseeing CIBC’s United States and European Leveraged Finance businesses, which included financial sponsor coverage; acquisition finance; high yield origination, underwriting, sales and trading; private placements; and financial restructuring advisory services. Prior to CIBC, Mr. Kehler was a co-founder of Argosy. Prior to Argosy, Mr. Kehler was a Managing Director of Drexel Burnham Lambert Inc., and before that he was an investment banker at Lehman Brothers. Mr. Kehler serves on the Boards of Directors of El Pollo Loco Holdings, Inc. (restaurants; NASDAQ: LOCO); Portman Ridge Finance Corporation. (fixed income investments/asset management; NASDAQ: PTMN)(formerly KCAP Financial Corp. NASDAQ: KCAP). He also serves as a Member of the Board of Overseers of the University of Pennsylvania School of Nursing, and formerly served as its Chairman. Within the last five years, he has served a director of Ashley Stewart Holdings, Inc. (retail), Inviva Inc. (insurance), and Graphene Frontiers, LLC (graphene). Mr. Kehler previously served as a director of Continental Airlines Inc. (airlines; NYSE: CAL); Global Crossing Ltd. (telecommunications; NYSE: GX); Hills Department Stores, Inc. (retail; NYSE: HDS); TeleBanc Financial Corp. (Internet banking; NASDAQ: TBFC); Booth Creek Ski Group, Inc. (real estate;leisure); CB Holding Corp. (restaurants); CNC Holding Corp. (retail); Heating Oil Partners, L.P. (energy); Jefferson National Financial Corporation (annuities); PrimeCo Wireless Communications, LLC (communications); Source Financing Corp (retail); TLC Beatrice International Inc. (consumer products); Urban Brands, Inc. (retail); and Security First Corp. (cyber security and data management software). In addition, Mr. Kehler previously served as a board observer of ITC Holdings, Inc. (electric transmission). Mr. Kehler previously served as a Director, Treasurer and Chair of the Finance Committee of CARE USA, one of the world’s largest private humanitarian organizations. Mr. Kehler graduated from the Wharton School of the University of Pennsylvania. Mr. Kehler is well qualified to serve as a Director due to his extensive financial, investment, operation and private and public company experience.

Michael G. Maselli, our Vice President of Acquisitions since inception, has been a Managing Director of Trimaran Fund Management, L.L.C. since 2006. Mr. Maselli has guided companies and their boards as a director or advisor for over 30 years. Before joining Trimaran, Mr. Maselli worked in the Corporate and Leverage Finance Groups of CIBC. Prior to joining CIBC in 1997, Mr. Maselli served as a Managing Director in Bear Stearns’ corporate finance group and, prior to that, as a Vice President at Kidder Peabody & Co. Incorporated. Since, 2011, Mr. Maselli has served as the Chairman of the Board of El Pollo Loco Holdings Inc. (Ticker: LOCO, NASDAQ). From 2013 to 2015, he served on the board of directors of Norcraft Companies, Inc., and served on the board of managers of its predecessor company beginning in 2003. Additionally, Mr. Maselli served on the board of directors of ChanceLight, Inc. (f/k/a Educational Services of America, Inc.) and Standard Steel, LLC, and was director as well as Chairman of the Board of CB Holding Corp. Mr. Maselli receivedapproved an MBA with distinction from The A.B. Freeman School at Tulane University and a bachelor’s degree in economics from the University of Colorado.

Andrea J. Kellett, our Chief Financial Officer since inception, has been a Managing Director and the Chief Financial Officer of Trimaran since 2006. Mrs. Kellett is responsible for accounting, management and financial reporting, human resources and administrative matters. Prior to joining Trimaran, Mrs. Kellett was an Executive Director in the Leveraged Finance Group of CIBC and was the Controller of Argosy, which she joined in 1990. Prior to joining Argosy, Mrs. Kellett was a Vice President in the Real Estate Tax Shelter Department of Thomson McKinnon Securities, Inc. Mrs. Kellett began her career as an auditor for Arthur Young & Co. Mrs. Kellett received her B.S. from the School of Business at the State University of New York at Albany.

Hillel Weinberger, one of our directors since May 2019, has since 2010 been a Principal of HLA, a privately-owned venture capital firm. Prior to this, from 2007 to the present, Mr. Weinberger has been co-founder of Hillmark Capital Management, L.P., and before this was a Senior Vice-President of Loews/CNA Holdings, a property and casualty insurance company, from 1988 to 2006. Prior thereto he was a Senior Vice-President of Presidential Life, from 1982 to 1988. He has served on the boards of Global Crossing Ltd. (telecommunications; NYSE: GX) from 1997 to 2000, where he chaired the Audit Committee, and News Communications, Inc. (newspaper and magazine publishing) from 1990 to 1993. Mr. Weinberger attended Temple University and the Benjamin N. Cardozo School of Law. He is well qualified to serve on our Board due to his investment, operational and board experience.

Marc Mazur, one of our directors since May 2019, has served as an Industry Advisor for Brightwood Capital Advisors, LLC, a private debt fund, since 2014. From 2006 until 2008, Mr. Mazur served as the Chief Executive Officer of Brevan Howard U.S. Asset Management, a London-based global macro hedge fund, and a senior advisor of this company until 2010. From 2010 through December 2019, Mr. Mazur served as a member of the board of directors for Fibrocell Science, Inc. (NASDAQ: FCSC), an autologous cell and gene therapy company. Mr. Mazur also served as chairman of the audit committee and a member of the valuation committee of Sutter Rock Capital (NASDAQ:SSSS) (formerly GSV Capital Corp (NASDAQ:GSVC), a business development company that invests in late-stage venture-backed private companies since 2017. He served a senior advisor to Tsinghua Venture Capital from 2001 to 2005. Mr. Mazur served as a Vice President at Salomon Brothers, Inc from 1984 to 1987 and served as a Vice President in the Fixed Income Division of The Goldman Sachs Group, Inc. from 1987 until 1996, and served as a consultant for Goldman from 1997 to 1999. Between 2010 and 2014, he served as a director of Staywell Health and as a director of DeVilbiss Health, private companies in the wellness and medical device fields. Mr. Mazur received his B.A. in Political Science from Columbia University and a J.D. from Villanova University School of Law. He is well qualified to serve on our Board due to his senior executive-level experience in finance, healthcare consulting and business strategy, as well as his board experience.

Paul S. Levy, one of our directors since May 2019, is a Managing Director of JLL Partners, Inc., a private equity firm focused on leveraged buyout transactions and leveraged recapitalizations of middle-market companies, which he founded in 1988. He is a director of Builders FirstSource (NASDAQ: BLDR), a supplier of building supplies and materials, since 1998, and LOAR Group, a business platform specializing in the design and manufacture of aerospace components, since 2011. He is also a director of private portfolio companies on behalf of JLL Partners, Inc. Additionally, in the last five years he served on the boards of the following companies: Patheon, Inc., a pharmaceutical contract development and manufacturing organization, PGT Innovations, Inc. (NYSE: PGTI) a manufacturer of building materials, IASIS Healthcare LLC and The J.G. Wentworth Company (OTCQX: JGWEQ). Mr. Levy received his B.A. summa cum laude and Phi Beta Kappa, from Lehigh University and his J.D. from the University of Pennsylvania Law School. He is well qualified to serve on our Board due to his experience in investing, finance and his public company board experience.

Corporate Governance

Number and Terms of Office of Officers and Directors

We currently have five (5) directors. Our board of directors is divided into three classes with only one class of directors being elected in each year and each class (except for those directors appointed prioramendment to our first annual meetingamended restated certificate of stockholders) serving a three-year term. The term of office of the first class of directors, consisting of Mr. Levy, will expire at our first annual meeting of stockholders. The term of office of the second class of directors, consisting of Messrs. Weinberger and Mazur, will expire at the second annual meeting of stockholders. The term of office of the third class of directors, consisting of Messrs. Bloom and Kehler, will expire at the third annual meeting of stockholders.

Our officers are appointed by the board of directors and serveincorporation to, at the discretion of the board of directors, rather than for specific terms of office. Our board of directors is authorized to appoint persons to the offices set forth in our bylaws as it deems appropriate. Our bylaws provide that our officers may consist of a Chairman of the Board, Chief Executive Officer, Chief Financial Officer, President, Vice Presidents, Secretary, Treasurer, Assistant Secretaries and such other offices as may be determined by the board of directors.

Committee Membership, Meetings and Attendance

We currently have the following standing committees: the audit committee and the compensation committee. Each of the standing committees of the Board of Directors is comprised entirely of independent directors.

During the fiscal year ended December 31, 2019:

Each of our incumbent directors attended or participated in at least 66.67% of the meetings of the Board of Directors and the respective committees of which he is a member held during the period such incumbent director was a director during the fiscal year ended December 31, 2019.

We encourage all of our directors to attend our annual meetings of stockholders. This Annual Meeting will be the first annual meeting of stockholders of the Company.

Audit Committee

We have established an audit committee of the board of directors. Messrs. Weinberger, Mazur and Levy serve as members of our audit committee, and Mr. Mazur chairs the audit committee. Under the Nasdaq listing standards and applicable SEC rules, we are required to have at least three members of the audit committee, all of whom must be independent. Each of Messrs. Weinberger, Mazur and Levy meet the independent director standard under Nasdaq listing standards and under Rule 10-A-3(b)(1) of the Exchange Act. Each member of the audit committee is financially literate, and our board of directors has determined that Mr. Mazur qualifies as an “audit committee financial expert” as defined in applicable SEC rules.

We have adopted an audit committee charter, which details the principal functions, effect a reverse stock split of the audit committee, including:

Compensation Committee

We have established a compensation committee ofratio between 1-for-10 to 1-for-100, with the board of directors. Messrs. Weinberger and Levy serve as members of our compensation committee. Under the Nasdaq listing standards and applicable SEC rules, we are required to have at least two members of the compensation committee, all of whom must be independent. Messrs. Weinberger and Levy are independent, and Mr. Weinberger chairs the compensation committee. We have adopted a compensation committee charter, which details the principal functions of the compensation committee, including:

Notwithstanding the foregoing, as indicated above, other than the payment to an affiliate of our sponsor of $10,000 per month, for up to 24 months, for office space, utilities and secretarial and administrative support and reimbursement of expenses, no compensation of any kind, including finders, consulting or other similar fees, will be paid to any of our existing stockholders, officers, directors or any of their respective affiliates, prior to, or for any services they render in order to effectuate the consummation of an initial business combination. Accordingly, it is likely that prior to the consummation of an initial business combination, the compensation committee will only be responsible for the review and recommendation of any compensation arrangementsexact ratio within such range to be entered into in connection with such initial business combination.

The charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors requireddetermined by Nasdaq and the SEC.

Director Nominations

We do not have a standing nominating committee though we intend to form a corporate governance and nominating committee as and when required to do so by law or Nasdaq rules. In accordance with Rule 5605(e)(2) of the Nasdaq rules, a majority of the independent directors may recommend a director nominee for selection by the board of directors. The board of directors believes that the independent directors can satisfactorily carry out the responsibility of properly selecting or approving director nominees without the formation of a standing nominating committee. The directors who will participate in the consideration and recommendation of director nominees are Messrs. Weinberger, Mazur and Levy. In accordance with Rule 5605(e)(1)(A) of the Nasdaq rules, all such directors are independent. As there is no standing nominating committee, we do not have a nominating committee charter in place.

The board of directors will also consider director candidates recommended for nomination by our stockholders during such times as they are seeking proposed nominees to stand for election at the next annual meeting of stockholders (or, if applicable, a special meeting of stockholders). Our stockholders that wish to nominate a director for election to our board of directors should followat its discretion. The primary goal of the procedures set forth in our bylaws.

We have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directorsReverse Stock Split is to possess. In general, in identifying and evaluating nominees for director,increase the board of directors considers educational background, diversity of professional experience, knowledgeper share market price of our business, integrity, professional reputation, independence, wisdom, andClass A common stock to meet the abilityminimum per share bid price requirements for continued listing on Nasdaq. We believe that a range of reverse stock split ratios provides us with the most flexibility to representachieve the best interests of our stockholders.

Audit Committee Report*

The audit committee has reviewed and discussed our audited financial statements with management, and has discussed with our independent registered public accounting firm the matters required to be discussed by Statement on Auditing Standards No. 61, as amended (Codification of Statements on Auditing Standards, AU 380), as adopted by the Public Company Accounting Oversight Board (the “PCAOB”) in Rule 3200T. Additionally, the audit committee has received the written disclosures and the letter from our independent registered public accounting firm, as required by the applicable requirementsdesired results of the PCAOB,reverse stock split. The reverse stock split is not intended as, and has discussed withwill not have the independent registered public accounting firm the independent registered public accounting firm’s independence. Based upon such review and discussion, the audit committee recommended to the Board that the audited financial statements be included in our Annual Report on Form 10-K for the last fiscal year for filing with the SEC.

Submitted by:

Audit Committeeeffect of, the Board of Directors
Hillel Weinberger
Marc Mazur

Paul S. Levy

* The information contained in this Audit Committee Report shall not be deemed to be “soliciting material” or “filed” or incorporateda “going private transaction” covered by reference in future filings with the SEC, or subject to the liabilities of Section 18 of the Exchange Act, except to the extent that the Company specifically requests that the information be treated as soliciting material or specifically incorporates it by reference into a document filedRule 13e-3 promulgated under the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act.

Board Leadership Structure and Role in Risk Oversight

Our Board recognizes that the leadership structure and combination or separation of the Chief Executive Officer and Chairman roles is driven by the needs of the Company at any point in time. As a result, no policy exists requiring combination or separation of leadership roles and our governing documents do not mandate a particular structure. This has allowed our Board the flexibility to establish the most appropriate structure for the Company at any given time.

The Board is actively involved in overseeing our risk management processes. The Board focuses on our general risk management strategy and ensures that appropriate risk mitigation strategies are implemented by management. Further, operational and strategic presentations by management to the Board include consideration of the challenges and risks of our businesses, and the Board and management actively engage in discussion on these topics. In addition, each of the Board’s committees considers risk within its area of responsibility.

Compensation Committee Interlocks and Insider Participation

None of our officers currently serves, and in the past year have not served, as a member of the compensation committee of any entity that has one or more officers serving on our Board of Directors.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, requires our executive officers, directors and persons who beneficially own more than 10%Act. The reverse stock split is not intended to modify the rights of a registered class of our equity securities to file with the Securities and Exchange Commission initial reports of ownership and reports of changesexisting stockholders in ownership of our common stock and other equity securities. These executive officers, directors, and greater than 10% beneficial owners are required by SEC regulation to furnish us with copies of all Section 16(a) forms filed by such reporting persons. Based solely on our review of such forms furnished to us and written representations from certain reporting persons, we believe that all reports applicable to our executive officers, directors and greater than 10% beneficial owners were filed in a timely manner pursuant to Section 16(a).any material respect.

Code of Ethics

We have adopted a Code of Ethics applicable toIf the Reverse Stock Split Proposal is approved by our directors, officersstockholders and employees. We have filed a copythe reverse stock split is effected, an amount ranging between every 10 and 100 shares of our Codeoutstanding Class A common stock would be combined and reclassified into one share of Ethics as an exhibit to the registration statement in connection with our initial public offering. You can review our Code of Ethics by accessing our public filings at the SEC’s web site at www.sec.gov. In addition, a copyClass A common stock. The actual timing for implementation of the Code of Ethics will be provided without charge upon request from us. We intend to disclose any amendments to or waivers of certain provisions of our Code of Ethics in a Current Report on Form 8-K.

Executive Compensation

None of our officers has received any cash compensation for services rendered to us. We pay our sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support. Upon completion of our initial business combination or our liquidation, we will cease paying these monthly fees. No compensation of any kind, including any finder’s fee, reimbursement, consulting fee or monies in respect of any payment of a loan, has been or will be paid by us to our sponsor, officers and directors, or any affiliate of our sponsor or officers, prior to, or in connection with any services rendered in order to effectuate, the consummation of our initial business combination (regardless of the type of transaction that it is). However, these individuals are reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Any such payments prior to an initial business combination will be made using funds held outside the trust account. Other than audit committee review of such payments, we do not expect to have any additional controls in place governing our reimbursement payments to our directors and executive officers for their out-of-pocket expenses incurred in connection with identifying and consummating an initial business combination.

After the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting or management fees from the combined company. All of these fees will be fully disclosed to stockholders, to the extent then known, in the tender offer materials or proxy solicitation materials furnished to our stockholders in connection with a proposed initial business combination. We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of management. It is unlikely the amount of such compensation will be known at the time of the proposed initial business combination, because the directors of the post-combination business will be responsible for determining officer and director compensation. Any compensation to be paid to our officers willreverse stock split would be determined or recommended to the board of directors for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on our board of directors.

We do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation of our initial business combination, although it is possible that some or all of our officers and directors may negotiate employment or consulting arrangements to remain with us after our initial business combination. The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our management’s motivation in identifying or selecting a target business but we do not believe that the ability of our management to remain with us after the consummation of our initial business combination will be a determining factor in our decision to proceed with any potential business combination. We are not party to any agreements with our officers and directors that provide for benefits upon termination of employment.

Director Independence

Nasdaq listing standards require that a majority of our board of directors based upon its evaluation as to when such action would be independent. An “independent director” is defined generally as a person other than an officer or employeemost advantageous to the company and our stockholders. Notwithstanding approval of the company or its subsidiaries or any other individual having a relationship which in the opinion of the company’sReverse Stock Split Proposal by our stockholders, our board of directors would interferewill have the sole authority to elect whether or not and when to amend our amended and restated certificate of incorporation to effect the reverse stock split. However, if the market price per share of Class A common stock does not increase, we must effect the reverse stock split on the Nasdaq (if approved by stockholders) no later than February 26, 2024 such that there are at least ten trading days prior to expiration of the second Nasdaq compliance period . If the Reverse Stock Split Proposal is approved by our stockholders, our board of directors will make a determination as to whether effecting the Reverse Stock Split is in the best interests of our Company and our stockholders in light of, among other things, our ability to increase the trading price of our Class A common stock to meet the minimum stock price standards of Nasdaq without effecting the reverse stock split, the per share price of the Class A common stock immediately prior to the reverse stock split and the expected stability of the per share price of the Class A common stock following the reverse stock split. If our board of directors determines that it is in the best interests of our Company and our stockholders to effect the reverse stock split, it will determine the final ratio of the reverse stock split within the approved range. For additional information concerning the factors our board of directors will consider in deciding whether to effect the reverse stock split, see “- Determination of the Reverse Stock Split Ratio” and “- Board Discretion to Effect the Reverse Stock Split.”

The text of the proposed amendment to the Company’s amended and restated certificate of incorporation to effect the reverse stock split is included as Appendix A to this proxy statement. If the Reverse Stock Split Proposal is approved by our stockholders, we will have the authority to file the reverse stock split amendment with the director’s exerciseSecretary of independent judgment in carrying outState of the responsibilitiesState of a director.Delaware, which will become effective at the time stated therein; provided, however, that the reverse stock split amendment is subject to revision to include such changes as may be required by the office of the Secretary of State of the State of Delaware and as our board of directors deems necessary and advisable. Our board of directors has determined that Messrs. Weinberger, Mazurthe amendment is advisable and Levy are “independent directors” as defined in the Nasdaq listing standardsbest interests of our company and applicable SEC rules. Our audit committee is entirely composed of independent directors meeting Nasdaq’s additional requirements applicable to members ofour stockholders and has submitted the audit committee. Our independent directors will have regularly scheduled meetingsamendment for consideration by our stockholders at which only independent directors are present.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENTthe Special Meeting.

The following table sets forth information regardingReasons for the beneficial ownership of our common stock as of November 27, 2020 based on information obtained from the persons named below, with respect to the beneficial ownership of shares of our common stock, by:

Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all shares of common stock beneficially owned by them.