Item 1.01. Entry into a Material Definitive Agreement.
As previously disclosed, on
The Letter Agreement is filed as Exhibit 2.1 to this Current Report on Form 8-K and the foregoing description is qualified in its entirety by reference to the full text of the Letter Agreement.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On
Proposal No. 1: The Stockholders approved and adopted an amendment to the
Company's amended and restated certificate of incorporation to extend the date
by which the Company must (1) effectuate a merger, capital stock exchange, asset
acquisition, stock purchase, reorganization or other similar business
combination with one or more businesses (a "Business Combination"), (2) cease
its operations except for the purpose of winding up if it fails to complete such
Business Combination and (3) redeem 100% of the Company's Class A common stock
included as part of the units sold in the Company's initial public offering that
was consummated on
For Against Abstain Broker Non-Votes 25,444,230 26,219 353,252 N/A
Proposal No. 2: The Stockholders approved the adjournment of this meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the special meeting, there are not sufficient votes to approve one or more proposals presented to stockholders for vote. The voting results for this proposal were as follows:
For Against Abstain Broker Non-Votes 24,765,280 706,819 351,602 N/A
Stockholders holding 16,169,996 shares of the Company's Class A common stock
exercised their right to redeem such shares for a pro rata portion of the funds
in the Company's trust account (the "Trust Account") at a redemption price of
approximately
1
Item 7.01. Regulation FD Disclosure.
Attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated
into this Item 7.01 by reference is a copy of the press release issued
The foregoing Exhibit 99.1 and the information set forth therein is being furnished pursuant to Item 7.01 and shall not be deemed to be filed for purposes of Section 18 of the Exchange Act or otherwise be subject to the liabilities of that section, nor shall they be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange Act.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are being filed herewith:
Exhibit No. Description 2.1 Letter Agreement by and amongGX Acquisition Corp. , Alpha First MergerSub, Inc. ,Alpha Second Merger Sub, LLC andCelularity Inc. 3.1 Amendment to Amended and Restated Certificate of Incorporation ofGX Acquisition Corp. 99.1 Press Release issuedMay 14, 2021 2
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