Schedule 13G: Lincoln Alternative Holds 1.23M Shares of CELUW

Rhea-AI Filing Summary

Lincoln Alternative Strategies LLC reported beneficial ownership of 1,230,769 shares of Celularity Inc. Class A common stock, representing 5.14% of the class based on 23,949,229 shares outstanding as of August 26, 2025. The filing on a Schedule 13G discloses that the reporting person has sole voting and dispositive power over these shares and certifies the holdings were not acquired to change or influence control of the issuer. The document lists the reporting person’s principal address in Miami Beach, FL, and the issuer’s principal executive office in Florham Park, NJ.

Positive

• Material disclosure of ownership: Reports 1,230,769 shares (5.14%) which is above the 5% SEC reporting threshold
• Sole voting and dispositive power: The filer reports exclusive authority to vote and dispose of the reported shares
• Certification of passive intent: The filer certifies the securities were not acquired to change or influence control, aligning with Schedule 13G use

Negative

• None.

Insights

Financial Analyst

TL;DR: A 5.14% stake is material enough to merit investor attention but the filer disclaims intent to influence control.

The Schedule 13G shows Lincoln Alternative Strategies LLC holds 1,230,769 Class A shares (5.14%). Ownership is reported as sole voting and dispositive power, which indicates direct control of voting and disposition rights for this block. The filing includes the required Certification that the position was not acquired to influence control, consistent with Schedule 13G use rather than Schedule 13D. For investors, this is a material ownership disclosure that signals a meaningful passive stake without asserted activist intent.

Corporate Governance Expert

TL;DR: The filer crossed the 5% reporting threshold and used Schedule 13G, declaring no intent to change control.

The report identifies Lincoln Alternative Strategies LLC as a Delaware entity with sole voting and dispositive power over the reported shares. The filing complies with disclosure norms by providing issuer and filer addresses, CUSIP, and the Certification statement that holdings are not for control purposes. Crossing the 5% threshold requires public transparency; the statement’s certification is relevant to governance because it differentiates passive holders from potential activists.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Celularity Inc

(Name of Issuer)

Class A Common Stock, $0.0001 par value per share

(Title of Class of Securities)

151190204

(CUSIP Number)

07/14/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 151190204

1

Names of Reporting Persons

Lincoln Alternative Strategies LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 1,230,769.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 1,230,769.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,230,769.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

5.14 %

12

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person: Beneficial ownership percentage based on 23,949,229 shares of the Issuer's Class A common stock issued and outstanding as of August 26, 2025.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Celularity Inc
(b)	Address of issuer's principal executive offices: 170 Park Avenue, Florham Park, NJ, 07932
Item 2.
(a)	Name of person filing: Lincoln Alternative Strategies LLC
(b)	Address or principal business office or, if none, residence: 404 Washington Ave., Suite 650, Miami Beach, FL 33139
(c)	Citizenship: Delaware
(d)	Title of class of securities: Class A Common Stock, $0.0001 par value per share
(e)	CUSIP No.: 151190204
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 1,230,769
(b)	Percent of class: 5.14%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 1,230,769
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 1,230,769
	(iv) Shared power to dispose or to direct the disposition of: 0
Item 5.	Ownership of 5 Percent or Less of a Class.
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Lincoln Alternative Strategies LLC

Signature:	/s/ Stephen Temes
Name/Title:	Stephen Temes/Managing Member
Date:	08/27/2025

FAQ

What stake did Lincoln Alternative Strategies LLC report in CELUW?

The filer reported beneficial ownership of 1,230,769 Class A shares, representing 5.14% of the class.

Does the Schedule 13G indicate the filer intends to influence Celularity (CELUW) control?

No. The filing includes a Certification stating the securities were not acquired and are not held to change or influence control of the issuer.

What voting and disposition rights does the filer claim for CELUW shares?

Lincoln Alternative Strategies LLC reports sole voting power and sole dispositive power over the 1,230,769 shares.

What basis was used to calculate the 5.14% ownership percentage?

The percentage is based on 23,949,229 shares of Celularity's Class A common stock outstanding as of August 26, 2025 (as stated in the filing).

Where are the issuer’s and filer’s principal offices listed?

Issuer: 170 Park Avenue, Florham Park, NJ; Filer: 404 Washington Ave., Suite 650, Miami Beach, FL.