Sec Form 3 Filing - Dragasac Ltd @ Celularity Inc - 2021-07-16

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Dragasac Ltd 2. Issuer Name and Ticker or Trading Symbol Celularity Inc [ CELU] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O 24TH FLOOR, WISMA GENTING, JALAN SULTAN ISMAIL 3. Date of Earliest Transaction (MM/DD/YY) 07/16/2021 (Street) KUALA LUMPUR, N850250 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Class A Common Stock 30,062,778 ( 1 ) D ( 2 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Warrants (Right to Buy) $ 6.77 07/16/2021 ( 4 ) Class A Common Stock 6,529,818 ( 3 ) D ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Dragasac Ltd C/O 24TH FLOOR, WISMA GENTING JALAN SULTAN ISMAIL KUALA LUMPUR, N850250 X Genting Berhad 24TH FLOOR, WISMA GENTING JALAN SULTAN ISMAIL KUALA LUMPUR, N850250 X Signatures Dragasac Limited By: /s/ Tan Kong Han, Director 07/26/2021 Signature of Reporting Person Date Genting Berhad By: /s/ Loh Bee Hong, Elaine, Company Secretary 07/26/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These shares of Class A Common Stock were acquired in connection with the merger of GX Acquisition Corp. ("GX"), two of its wholly owned subsidiaries and Celularity Inc. ("Celularity") (the "Merger"), which closed on July 16, 2021 ("Closing"). At Closing, Dragasac Limited ("Dragasac") acquired (i) 26,562,778 shares of Class A Common Stock in exchange for 34,560,219 shares of Series B Preferred Stock of Celularity and (ii) 3,500,000 shares of Class A Common Stock acquired directly from the Issuer in a private placement pursuant to a subscription agreement with the Issuer. On the Closing date, the closing price of the Issuer's Class A Common Stock was $10.20. ( 2 )These securities are directly held by Dragasac, which is an indirect wholly-owned subsidiary of Genting Berhad, a public company listed on the Malaysian stock exchange. Lim Kok Thay, who serves as a director on the Issuer's board of directors, is an indirect beneficial owner of the largest shareholder of Genting Berhad, where he serves as Chief Executive and Chairman of the Board. Mr. Lim separately files section 16 reports. Genting Berhad disclaims beneficial ownership over the reported securities except to the extent of its pecuniary interest therein. ( 3 )These warrants to acquire Class A Common Stock were acquired in connection with the Merger in exchange for warrants to acquire 8,495,796 shares of Series B Preferred Stock of Celularity that had an exercise price per share equal to the lesser of (a) $5.20 per share or (b) 80% of either (i) the value attributed to one share of Series B Preferred Stock of Celularity upon consummation of a change in control or the closing of a strategic transaction pursuant to which Celularity's stockholders exchange their existing shares of capital stock in Celularity for shares in a company whose shares are listed on a national stock exchange or (ii) the price at which one share of Celularity common stock is sold to the public market in an initial public offering. ( 4 )These warrants expire upon the earlier to occur of (i) March 16, 2025, or (ii), the consummation of a change in control of the Issuer.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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