SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Lim Kok Thay

(Last)

(First)

(Middle)

25TH FLOOR, WISMA GENTING

JALAN SULTAN ISMAIL

(Street)

KUALA LUMPUR

50250

(City)

(State)

(Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
07/24/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Warrants (Right to Buy)	$8.1	07/24/2025		J⁽¹⁾⁽²⁾			300,000	06/20/2023	06/20/2028	Class A Common Stock	300,000	⁽¹⁾⁽²⁾	0	I	By Resorts World Inc Pte. Ltd.⁽³⁾
Warrants (Right to Buy)	$2.844	07/24/2025		J⁽¹⁾⁽²⁾		300,000		06/20/2023	06/20/2028	Class A Common Stock	300,000	⁽¹⁾⁽²⁾	300,000	I	By Resorts World Inc Pte. Ltd.⁽³⁾
Warrants (Right to Buy)	$5.895	07/24/2025		J⁽¹⁾⁽²⁾			300,000	03/13/2024	06/20/2028	Class A Common Stock	300,000	⁽¹⁾⁽²⁾	0	I	By Resorts World Inc Pte. Ltd.⁽³⁾
Warrants (Right to Buy)	$2.844	07/24/2025		J⁽¹⁾⁽²⁾		300,000		03/13/2024	06/20/2028	Class A Common Stock	300,000	⁽¹⁾⁽²⁾	300,000	I	By Resorts World Inc Pte. Ltd.⁽³⁾
Warrants (Right to Buy)	$2.988	07/24/2025		J⁽¹⁾⁽²⁾			1,350,000	07/15/2024	07/15/2029	Class A Common Stock	1,350,000	⁽¹⁾⁽²⁾	0	I	By Resorts World Inc Pte. Ltd.⁽³⁾
Warrants (Right to Buy)	$2.844	07/24/2025		J⁽¹⁾⁽²⁾		1,350,000		07/15/2024	07/15/2029	Class A Common Stock	1,350,000	⁽¹⁾⁽²⁾	1,350,000	I	By Resorts World Inc Pte. Ltd.⁽³⁾
Warrants (Right to Buy)	$2.844	07/24/2025		J⁽²⁾⁽⁴⁾		500,000		07/24/2025	07/24/2030	Class A Common Stock	500,000	⁽⁴⁾	500,000	I	By Resorts World Inc Pte. Ltd.⁽³⁾
Warrants (Right to Buy)	$2.528	07/24/2025		J⁽²⁾⁽⁵⁾		3,700,000		⁽⁶⁾	⁽⁶⁾	Class A Common Stock	3,700,000	⁽⁵⁾	3,700,000	D

1. Name and Address of Reporting Person^*

Lim Kok Thay

(Last)

(First)

(Middle)

25TH FLOOR, WISMA GENTING

JALAN SULTAN ISMAIL

(Street)

KUALA LUMPUR

50250

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Genting Berhad

(Last)

(First)

(Middle)

14TH FLOOR, WISMA GENTING

JALAN SULTAN ISMAIL

(Street)

KUALA LUMPUR

50250

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Resorts World Inc Pte. Ltd.

(Last)

(First)

(Middle)

3 LIM TECK KIM RD

#09-02, GENTING CENTRE

(Street)

SINGAPORE

088934

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. The Issuer amended and restated the terms of these warrants to adjust the exercise price of these warrants to $2.844 per share, which represents a 10% discount from the closing price of the Issuer's Class A Common Stock on July 24, 2025, pursuant to the terms agreed upon in the binding term sheet ("Term Sheet") between the Issuer and RWI (defined in Footnote 3) dated February 12, 2025, a copy of which is filed as Exhibit 10.68 to Amendment No. 1 to Form S-1 filed by the Issuer with the SEC on February 13, 2025.

2. Pursuant to the terms of each of these warrants, the exercise price was set on July 24, 2025, and accordingly the new warrants became "derivative securities" (as such term is defined in Rule 16a-1(c) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")), and, for the amended and restated warrants, replaced the existing warrants at that time, thereby triggering a reporting obligation for each such warrant under Section 16 of the Exchange Act.

3. These warrants are held by Resorts World Inc Pte. Ltd. ("RWI"). Genting Berhad indirectly holds 50% of RWI with the balance 50% indirectly held by Mr. Lim. Each of Genting Berhad and Mr. Lim disclaims beneficial ownership over these securities except to the extent of its or his pecuniary interest therein.

4. On July 24, 2025, the Issuer issued to RWI a new warrant to purchase up to 500,000 shares of the Issuer's Class A Common Stock at an exercise price of $2.844 per share, which represents a 10% discount from the closing price of the Issuer's Class A Common Stock on July 24, 2025, pursuant to the terms agreed upon in the Term Sheet.

5. In connection with Mr. Lim's purchase of a promissory note from the Issuer with an aggregate principal amount of $6,812,230, that bears interest at 2% per annum and has a maturity date of March 21, 2026, Mr. Lim received from the Issuer a warrant to purchase up to 3.7 million shares of the Issuer's Class A Common Stock, at an exercise price of $2.528 per share, which represents a 20% discount from the closing price of the Issuer's Class A Common Stock on July 24, 2025.

6. This warrant is exercisable for five (5) years from (i) the date Mr. Lim receives clearance from the Committee on Foreign Investment in the United States ("CFIUS"), if such clearance is required for Mr. Lim to exercise this warrant, or (ii) the issuance date (July 21, 2025), if CFIUS clearance is not required for Mr. Lim to exercise this warrant.

	/s/ Lim Kok Thay	07/28/2025
	Genting Berhad By: /s/ Loh Bee Hong, Elaine, Company Secretary	07/28/2025
	Resorts World Inc Pte. Ltd. By: /s/ Hiu Woon Yau, Director	07/28/2025
	** Signature of Reporting Person	Date
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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SEC Form 4 filed by Large owner Lim Kok Thay