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
