Sec Form 4 Filing - Lim Kok Thay @ Celularity Inc - 2024-07-15

FORM 4 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 Lim Kok Thay 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) 25TH FLOOR, WISMA GENTING, JALAN SULTAN ISMAIL 3. Date of Earliest Transaction (MM/DD/YY) 07/15/2024 (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 2,531 ( 1 ) D

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) $ 2.988 07/15/2024 J( 2 ) 1,350,000 ( 3 ) 07/15/2024( 2 ) 07/15/2029 Class A Common Stock 1,350,000 ( 3 ) $ 1.25 ( 3 ) 1,350,000 ( 3 ) I By Resorts World Inc Pte. Ltd. ( 4 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Lim Kok Thay 25TH FLOOR, WISMA GENTING JALAN SULTAN ISMAIL KUALA LUMPUR, N850250 X Genting Berhad 14TH FLOOR, WISMA GENTING JALAN SULTAN ISMAIL KUALA LUMPUR, N850250 X Signatures /s/ Lim Kok Thay 12/19/2024 Signature of Reporting Person Date Genting Berhad By: /s/ Loh Bee Hong, Elaine, Company Secretary 12/19/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This amount reflects Mr. Lim's direct ownership of the Issuer's Class A Common Stock, as adjusted for the 1-for-10 reverse stock split the Issuer effected on February 28, 2024 (the "Reverse Stock Split"). The Reporting Persons filed a Form 4 on January 17, 2024, prior to the Reverse Stock Split, which incorrectly reported that Mr. Lim directly owned 36,145 shares of Class A Common Stock and did not account for the 1,084 shares of Class A Common Stock (as adjusted for the Reverse Stock Split) that Mr. Lim disposed of on June 14, 2023, as reported in the Form 4/A filed by Mr. Lim on June 30, 2023. ( 2 )Pursuant to the terms of the governing form of warrant, the exercise price of these Tranche 2 Warrants (as defined in the Form 4 filed by the Reporting Persons on January 17, 2024) was set at $2.988 per share on July 15, 2024, and accordingly these Tranche 2 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 reportable for purposes of Section 16 of the Exchange Act at that time. ( 3 )These numbers have been adjusted to reflect the Reverse Stock Split. ( 4 )These warrants are held by 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.

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).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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