Основная статистика
| CIK | 1826669 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to GX Acquisition Corp II - Warrants (17/03/2026)
SEC Filings (Chronological Order)
На этой странице представлен полный хронологический список документов SEC, за исключением документов о собственности, которые мы предоставляем в других местах.
| March 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-40226 ELK CREEK RESOURCES CORP. (Exact name of registrant as specified i |
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| March 22, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 22, 2023 (March 16, 2023) ELK CREEK RESOURCES CORP. (Exact name of registrant as specified in its charter) Delaware 001-40226 85-3189810 (State or other jurisdiction of incorpor |
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| March 22, 2023 |
Amendment of Amended and Restated Certificate of Incorporation, effective March 16, 2023. Exhibit 3.1 CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF GX ACQUISITION CORP. II GX Acquisition Corp. II (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY: 1. The name of the Corporation is “GX Acquisition Corp. II”. The certificate of incorporation of the Co |
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| March 22, 2023 |
Third Amended and Restated Certificate of Incorporation, effective March 17, 2023. Exhibit 3.3 THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ELK CREEK RESOURCES CORP. ARTICLE I NAME The name of the corporation is Elk Creek Resources Corp. (the “Corporation”). ARTICLE II PURPOSE The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the DGCL as it now exists or may hereafter be amended and supplemented. |
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| March 22, 2023 |
Second Amended and Restated Certificate of Incorporation, effective March 17, 2023. Exhibit 3.2 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF GX ACQUISITION CORP. II ARTICLE I NAME The name of the corporation is GX Acquisition Corp. II (the “Corporation”). ARTICLE II PURPOSE The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the DGCL as it now exists or may hereafter be amended and supplemented. AR |
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| March 22, 2023 |
Amendment of Third Amended and Restated Certificate of Incorporation, effective March 17, 2023. Exhibit 3.4 Certificate of Amendment of THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF Elk creek resources corp. ELK CREEK RESOURCES CORP., a corporation organized and existing under the laws of the state of Delaware (the “Corporation”) hereby certifies that: 1. A resolution was duly adopted by the board of directors of the Corporation (the “Board”) pursuant to Section 242 of the Gener |
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| March 22, 2023 |
Exhibit 16.1 March 22, 2023 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by GX Acquisition Corp. II (now known as Elk Creek Resources Corp.) under Item 4.01 of its Form 8-K dated March 22, 2023. We agree with the statements concerning our Firm in such Form 8-K; we are not in a position to agree or disagree with other sta |
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| March 22, 2023 |
Amended and Restated Bylaws, effective March 17, 2023. Exhibit 3.5 AMENDED AND RESTATED BYLAWS OF GX ACQUISITION CORP. II (THE “CORPORATION”) ARTICLE I OFFICES Section 1.1. Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or individual acting as the Corporation’s registe |
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| March 17, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 17, 2023 GX Acquisition Corp. II (Exact name of registrant as specified in its charter) Delaware 001-40226 85-3189810 (State or other jurisdiction of incorporation) (Commission |
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| March 17, 2023 |
GX ACQUISITION CORP. II Announces Cancellation of the Extension Meeting Exhibit 99.1 GX ACQUISITION CORP. II Announces Cancellation of the Extension Meeting New York, New York, March 17, 2023 –GX Acquisition Corp. II (NasdaqCM: “GXII”, “GX” or the “Company”), a special purpose acquisition company, today announced that it will no longer pursue an extension of the date by which it must complete its initial business combination. Therefore, the previously announced specia |
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| March 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 15, 2023 GX Acquisition Corp. II (Exact name of registrant as specified in its charter) Delaware 001-40226 85-3189810 (State or other jurisdiction of incorporation) (Commission |
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| March 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 14, 2023 NioCorp Developments Ltd. (Exact name of registrant as specified in its charter) British Columbia, Canada (State or other jurisdiction of incorporation) 000-55710 (Comm |
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| March 14, 2023 |
Exhibit 99.1 NioCorp Announces Effective Date of Share Consolidation CENTENNIAL, Colo – March 14, 2023 – NioCorp Developments Ltd. (“NioCorp” or the “Company”) (TSX: NB; OTCQX: NIOBF) today announced that its board of directors has resolved to effect a share consolidation (reverse stock split) (the “Consolidation”) of its issued and outstanding common shares (the “Common Shares”) on the basis of o |
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| March 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 10, 2023 NioCorp Developments Ltd. (Exact name of registrant as specified in its charter) British Columbia, Canada (State or other jurisdiction of incorporation) 000-55710 (Comm |
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| March 10, 2023 |
Exhibit 99.1 NioCorp Developments Ltd. Shareholders Vote Overwhelmingly to Support Business Combination with GXII and to Approve Up to $81 Million in Separate Financing Deals for NioCorp CENTENNIAL, Colo. (March 10, 2023) – NioCorp Developments Ltd. ("NioCorp" or the "Company") (TSX: NB; OTCQX: NIOBF) is pleased to announce the results of shareholder voting on its previously-announced proposed bus |
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| March 6, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 6, 2023 NioCorp Developments Ltd. (Exact name of registrant as specified in its charter) British Columbia, Canada (State or other jurisdiction of incorporation) 000-55710 (Commi |
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| March 6, 2023 |
Exhibit 99.1 Export-Import Bank of the United States Issues Letter of Interest to NioCorp for Potential Debt Financing of up to $800 Million for NioCorp's Elk Creek Critical Minerals Project CENTENNIAL, Colo. – March 6, 2023 – NioCorp Developments Ltd. ("NioCorp" or the "Company") (TSX:NB) (OTCQX:NIOBF) is pleased to announce the receipt of a Letter of Interest from the Export-Import Bank of the U |
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| March 1, 2023 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Exhibit 99.1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Board of Directors of GX Acquisition Corp. II Opinion on the Financial Statements We have audited the accompanying balance sheets of GX Acquisition Corp. II (the “Company”) as of December 31, 2022 and 2021, the related statements of operations, stockholders’ deficit and cash flows for each of the two years |
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| March 1, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 1, 2023 GX Acquisition Corp. II (Exact name of registrant as specified in its charter) Delaware 001-40226 85-3189810 (State or other jurisdiction of incorporation) (Commission F |
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| March 1, 2023 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Exhibit 99.2 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Introduction The following unaudited pro forma condensed combined financial information presents the combination of the financial information of NioCorp and GX as adjusted to give effect to the Transactions (including the Yorkville Financings). The following unaudited pro forma condensed combined financial information has be |
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| March 1, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 28, 2023 NioCorp Developments Ltd. (Exact name of registrant as specified in its charter) British Columbia, Canada (State or other jurisdiction of incorporation) 000-55710 (C |
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| February 24, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 24, 2023 NioCorp Developments Ltd. (Exact name of registrant as specified in its charter) British Columbia, Canada (State or other jurisdiction of incorporation) 000-55710 (C |
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| February 24, 2023 |
Exhibit 4.1 EXECUTION VERSION AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT THIS AMENDMENT NO. 1 (this “Amendment”), dated as of February 24, 2023, to the Securities Purchase Agreement (as defined below) is between NIOCORP DEVELOPMENTS LTD., a company organized under the laws of the Province of British Columbia, Canada, with principal executive offices located at 7000 South Yosemite Street, S |
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| February 24, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001- 40226 GX ACQUISITION C |
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| February 13, 2023 |
Exhibit 99.1 GX ACQUISITION CORP. II 1325 Avenue of the Americas, 28th Floor New York, New York 10019 SUPPLEMENT TO DEFINITIVE PROXY STATEMENT, DATED FEBRUARY 8, 2023, FOR THE SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON MARCH 15, 2023 Explanatory Note On February 8, 2023, GX Acquisition Corp. II, a Delaware corporation (“GX” or the “Company”) filed its definitive proxy statement (the “Definitive |
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| February 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission |
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| February 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 13, 2023 NioCorp Developments Ltd. (Exact name of registrant as specified in its charter) British Columbia, Canada (State or other jurisdiction of incorporation) 000-55710 (C |
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| February 10, 2023 |
Filed by NioCorp Developments Ltd. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: GX Acquisition Corp II Commission File No.: 001-40226 NioCorp to Hold Special Meeting of Shareholders on March 10, 2023 Regarding its Proposed GXII Transaction CENTENNIAL, Colo. (February 9, 2023) – NioCorp Deve |
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| February 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| February 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| February 2, 2023 |
Filed by NioCorp Developments Ltd. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: GX Acquisition Corp II Commission File No.: 001-40226 | https://www.nytimes.com/2023/02/02/climate/nebraska-mine-niobium-rare-earths.html Nebraskans Are Sitting on Strategic Metals. Is Mining a Patriotic Duty? O |
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| February 2, 2023 |
GXII / GX Acquisition Corp. II Class A / Linden Capital L.P. - SC 13G/A Passive Investment SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* GX Acquisition Corp. II (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 36260F105 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate bo |
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| January 27, 2023 |
GXII / GX Acquisition Corp. II Class A / Magnetar Financial LLC - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* GX Acquisition Corp. II (Name of Issuer) Common Stock – Class A (Title of Class of Securities) 36260F105 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to |
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| January 27, 2023 |
EXHIBIT 99.2 LIMITED POWER OF ATTORNEY Know all by these present, that I, David J. Snyderman, hereby make, constitute and appoint each of Michael Turro, Karl Wachter and Hayley Stein, or any of them acting individually, and with full power of substitution, as my true and lawful attorney-in-fact for the purpose of executing in my name, (a) in my personal capacity or (b) in my capacity as Manager or |
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| January 27, 2023 |
Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Shares of GX Acquisition Corp. II dated as of December 31, 2022 is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the previsions of Rule 13d-1(k) under |
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| January 20, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| January 13, 2023 |
Promissory Note, dated January 10, 2023, issued by GX Acquisition Corp. II to GX Sponsor II LLC. Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR UNDER THE SECURITIES LAWS OF ANY STATE. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR AN OPINION |
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| January 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): January 10, 2023 GX Acquisition Corp. II (Exact name of registrant as specified in its charter) Delaware 001-40226 85-3189810 (State or other jurisdiction of incorporation) (Commissio |
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| December 30, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 28, 2022 GX Acquisition Corp. II (Exact name of registrant as specified in its charter) Delaware 001-40226 85-3189810 (State or other jurisdiction of incorporation) (Commissi |
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| December 7, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin |
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| November 29, 2022 |
Filed by NioCorp Developments Ltd. Filed by NioCorp Developments Ltd. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: GX Acquisition Corp II Commission File No.: 001-40226 [00:00:04.810] - Chris Parry Hey, everybody. Welcome back to Equity Guru, this is Chris Parry, your founder and life coach. We're talking to Mark Smith from |
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| November 25, 2022 |
Other Events, Shareholder Director Nominations UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 23, 2022 GX Acquisition Corp. II (Exact name of registrant as specified in its charter) Delaware 001-40226 85-3189810 (State or other jurisdiction of incorporation) (Commissi |
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| November 23, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 14, 2022 GX Acquisition Corp. II (Exact name of registrant as specified in its charter) Delaware 001-40226 85-3189810 (State or other jurisdiction of incorporation) (Commissi |
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| November 23, 2022 |
Promissory Note, dated November 14, 2022, issued by GX Acquisition Corp. II to GX Sponsor II LLC. Exhibit 10.1 THIS PROMISSORY NOTE (?NOTE?) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?) OR UNDER THE SECURITIES LAWS OF ANY STATE. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR AN OPINION |
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| November 9, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40226 GX ACQUISITION CO |
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| November 9, 2022 |
Filed by NioCorp Developments Ltd. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: GX Acquisition Corp II Commission File No.: 001-40226 Proposed NioCorp-GX Business Combination Takes Another Step Forward with the Filing of an S-4 Registration Statement with the SEC CENTENNIAL, Colo. (November |
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| October 12, 2022 |
Filed by NioCorp Developments Ltd. Filed by NioCorp Developments Ltd. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: GX Acquisition Corp. II Commission File No.: 001-40226 Below is a transcript of an interview by Equity.Guru with Mark A. Smith, CEO and Executive Chairman of NioCorp Developments Ltd. (“NioCorp” or the “Company” |
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| October 11, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 1 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 7, 2022 GX Acquisition Corp. II (Exact name of registrant as specified in its charter) Delaware 001-40226 85-3189810 (State or other jurisdiction of incorpor |
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| October 11, 2022 |
Exhibit 99.1 NioCorp: Critical minerals for U.S. supply chain security OUR MISSION: To accelerate the transition to a lower carbon economy by serving as a reliable U.S. supplier of sustainably produced critical minerals. Disclaimers & Technical Disclosures Legal D i sc l a i mers This investor presentation (this ?Presentation?) is dated as of October 7, 2022 and contains information of NioCorp Dev |
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| October 11, 2022 |
Exhibit 99.1 NioCorp: Critical minerals for U.S. supply chain security OUR MISSION: To accelerate the transition to a lower carbon economy by serving as a reliable U.S. supplier of sustainably produced critical minerals. Disclaimers & Technical Disclosures Legal Disclaimers This investor presentation (this ?Presentation?) is dated as of October 7, 2022 and contains information of NioCorp Developme |
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| October 11, 2022 |
Exhibit 99.1 NioCorp: Critical minerals for U.S. supply chain security OUR MISSION: To accelerate the transition to a lower carbon economy by serving as a reliable U.S. supplier of sustainably produced critical minerals. Disclaimers & Technical Disclosures Legal D i sc l a i mers This investor presentation (this ?Presentation?) is dated as of October 7, 2022 and contains information of NioCorp Dev |
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| October 11, 2022 |
__________________________________________________________________________________ Filed by NioCorp Developments Ltd. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: GX Acquisition Corp. II Commission File No.: 001-40226 Below is a transcript of an interview by Proactive with Mark A. Smith, CEO and Executive Chairman of NioCorp Developments Ltd. (“NioCorp” or the “Company”), |
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| October 11, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 7, 2022 GX Acquisition Corp. II (Exact name of registrant as specified in its charter) Delaware 001-40226 85-3189810 (State or other jurisdiction of incorporation) (Commission |
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| October 11, 2022 |
Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 1 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 7, 2022 GX Acquisition Corp. II (Exact name of registrant as specified in its charter) Delaware 001-40226 85-3189810 (State or other jurisdiction of incorpor |
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| October 7, 2022 |
NioCorp and GXII Executives Speak to Proposed Merger and Answer Investor Questions in New Video Filed by NioCorp Developments Ltd. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: GX Acquisition Corp. II Commission File No.: 001-40226 NioCorp and GXII Executives Speak to Proposed Merger and Answer Investor Questions in New Video CENTENNIAL, Colo., October 7, 2022 ? In a new video released |
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| October 7, 2022 |
FREQUENTLY ASKED QUESTIONS ABOUT THE PROPOSED NIOCORP – GXII BUSINESS COMBINATION Filed by NioCorp Developments Ltd. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: GX Acquisition Corp. II Commission File No.: 001-40226 FREQUENTLY ASKED QUESTIONS ABOUT THE PROPOSED NIOCORP ? GXII BUSINESS COMBINATION WHAT IS THE BUSINESS COMBINATION THAT IS PROPOSED? Under the terms of the |
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| October 7, 2022 |
Exhibit 99.1 NioCorp: Critical minerals for U.S. supply chain security OUR MISSION: To accelerate the transition to a lower carbon economy by serving as a reliable U.S. supplier of sustainably produced critical minerals. Disclaimers & Technical Disclosures Legal Disclaimers This investor presentation (this ?Presentation?) is dated as of October 7, 2022 and contains information of NioCorp Developme |
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| October 7, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 7, 2022 NioCorp Developments Ltd. (Exact name of registrant as specified in its charter) British Columbia, Canada (State or other jurisdiction of incorporation) 000-55710 (Com |
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| October 7, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 7, 2022 GX Acquisition Corp. II (Exact name of registrant as specified in its charter) Delaware 001-40226 85-3189810 (State or other jurisdiction of incorporation) (Commission |
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| October 7, 2022 |
Exhibit 99.1 NioCorp: Critical minerals for U.S. supply chain security OUR MISSION: To accelerate the transition to a lower carbon economy by serving as a reliable U.S. supplier of sustainably produced critical minerals. Disclaimers & Technical Disclosures Legal Disclaimers This investor presentation (this ?Presentation?) is dated as of October 7, 2022 and contains information of NioCorp Developme |
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| October 7, 2022 |
__________________________________________________________________________________ Filed by NioCorp Developments Ltd. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: GX Acquisition Corp. II Commission File No.: 001-40226 Below is a transcript of a pre-recorded investor briefing presentation delivered by Mark A. Smith, CEO and Executive Chairman of NioCorp Developments Ltd. ( |
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| October 4, 2022 |
Filed by NioCorp Developments Ltd. Filed by NioCorp Developments Ltd. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: GX Acquisition Corp. II Commission File No.: 001-40226 The following is a transcript of a segment on ?The Claman Countdown? on the Fox Business channel, which aired on October 3, 2022. The segment featured an in |
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| October 4, 2022 |
Filed by NioCorp Developments Ltd. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: GX Acquisition Corp. II Commission File No.: 001-40226 NioCorp CEO: Automotive Industry Should Not Count on Sufficient Rare Earth Minerals Coming From China CENTENNIAL, Colo., October 4, 2022 ? Automotive and ot |
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| September 30, 2022 |
Filed by NioCorp Developments Ltd. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: GX Acquisition Corp. II Commission File No.: 001-40226 NioCorp CEO Mark Smith to Appear on Fox Business News? ?The Claman Countdown? on Monday, Oct. 3, 2022 CENTENNIAL, Colo., September 29, 2022 ? NioCorp Develo |
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| September 29, 2022 |
Exhibit 2.1 EXECUTION VERSION BUSINESS COMBINATION AGREEMENT by and among NIOCORP DEVELOPMENTS LTD., GX ACQUISITION CORP. II and BIG RED MERGER SUB LTD Dated: September 25, 2022 TABLE OF CONTENTS Page ARTICLE I CLOSING TRANSACTIONS 3 1.1 Closing 3 1.2 Closing Transactions 3 1.3 Effective Times 4 1.4 Effects of the Mergers 4 1.5 Organizational Documents 4 1.6 Directors and Officers of the Company 4 |
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| September 29, 2022 |
Exhibit 10.1 EXECUTION VERSION SPONSOR SUPPORT AGREEMENT This Sponsor Support Agreement (this ?Sponsor Agreement?) is dated as of September 25, 2022, by and among GX Sponsor II LLC, a Delaware limited liability company (?Sponsor Holdco?), the Persons set forth on Schedule I hereto (together with the Sponsor Holdco, each, a ?Sponsor? and, together, the ?Sponsors?), GX Acquisition Corp. II, a Delawa |
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| September 29, 2022 |
Exhibit 10.1? EXECUTION VERSION ? SPONSOR SUPPORT AGREEMENT This Sponsor Support Agreement (this ?Sponsor Agreement?) is dated as of September 25, 2022, by and among GX Sponsor II LLC, a Delaware limited liability company (?Sponsor Holdco?), the Persons set forth on Schedule I hereto (together with the Sponsor Holdco, each, a ?Sponsor? and, together, the ?Sponsors?), GX Acquisition Corp. II, a Del |
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| September 29, 2022 |
Exhibit 2.1 EXECUTION VERSION BUSINESS COMBINATION AGREEMENT by and among NIOCORP DEVELOPMENTS LTD., GX ACQUISITION CORP. II and BIG RED MERGER SUB LTD Dated: September 25, 2022 TABLE OF CONTENTS Page ARTICLE I CLOSING TRANSACTIONS 3 1.1 Closing 3 1.2 Closing Transactions 3 1.3 Effective Times 4 1.4 Effects of the Mergers 4 1.5 Organizational Documents 4 1.6 Directors and Officers of the Company 4 |
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| September 29, 2022 |
Exhibit 10.5 EXECUTION VERSION EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT, by and between Elk Creek Resources Corporation, a Nebraska corporation, with its principal place of business located at 386 Broadway, P.O. Box 506, Tecumseh, NE 68450, and any successor entity thereto (the ?Company?), and Jim Sims (?Executive?), is dated as of the 25th day of September, 2022 (the ?Agreement?). WHEREAS, |
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| September 29, 2022 |
Exhibit 10.4 EXECUTION VERSION EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT, by and between Elk Creek Resources Corporation, a Nebraska corporation, with its principal place of business located at 386 Broadway, P.O. Box 506, Tecumseh, NE 68450, and any successor entity thereto (the ?Company?), and Scott Honan (?Executive?), is dated as of the 25th day of September, 2022 (the ?Agreement?). WHEREA |
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| September 29, 2022 |
Exhibit 10.5 EXECUTION VERSION EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT, by and between Elk Creek Resources Corporation, a Nebraska corporation, with its principal place of business located at 386 Broadway, P.O. Box 506, Tecumseh, NE 68450, and any successor entity thereto (the ?Company?), and Jim Sims (?Executive?), is dated as of the 25th day of September, 2022 (the ?Agreement?). WHEREAS, |
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| September 29, 2022 |
Exhibit 10.3 EXECUTION VERSION EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT, by and between Elk Creek Resources Corporation, a Nebraska corporation, with its principal place of business located at 386 Broadway, P.O. Box 506, Tecumseh, NE 68450, and any successor entity thereto (the ?Company?), and Neal Shah (?Executive?), is dated as of the 25th day of September, 2022 (the ?Agreement?). WHEREAS, |
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| September 29, 2022 |
Exhibit 10.2 EXECUTION AGREEMENT COMPANY SUPPORT AGREEMENT This Company Support Agreement (this ?Agreement?) is dated as of September 25, 2022, by and among GX Acquisition Corp. II, a Delaware corporation (?GX?), NioCorp Developments Ltd., a company incorporated under the laws of the Province of British Columbia (the ?Company?), and the shareholders of the Company set forth on Schedule I hereto (t |
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| September 29, 2022 |
Exhibit 10.2 EXECUTION VERSION COMPANY SUPPORT AGREEMENT This Company Support Agreement (this ?Agreement?) is dated as of September 25, 2022, by and among GX Acquisition Corp. II, a Delaware corporation (?GX?), NioCorp Developments Ltd., a company incorporated under the laws of the Province of British Columbia (the ?Company?), and the shareholders of the Company set forth on Schedule I hereto (the |
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| September 29, 2022 |
Form of Restrictive Covenant Agreement Exhibit 10.6 restrictive covenant AGREEMENT THIS RESTRICTIVE COVENANT AGREEMENT (this ?Agreement?) is made and entered into as of by and between Elk Creek Resources Corporation, a Nebraska corporation, with its principal place of business located at 386 Broadway, P.O. Box 506, Tecumseh, NE 68450, and any successor entity thereto (the ?Company?), and (?Executive?). This Agreement shall become effec |
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| September 29, 2022 |
Exhibit 10.4 EXECUTION VERSION EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT, by and between Elk Creek Resources Corporation, a Nebraska corporation, with its principal place of business located at 386 Broadway, P.O. Box 506, Tecumseh, NE 68450, and any successor entity thereto (the ?Company?), and Scott Honan (?Executive?), is dated as of the 25th day of September, 2022 (the ?Agreement?). WHEREA |
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| September 29, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 25, 2022 GX Acquisition Corp. II (Exact name of registrant as specified in its charter) Delaware 001-40226 85-3189810 (State or other jurisdiction (Commission File Number) ( |
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| September 29, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 25, 2022 GX Acquisition Corp. II (Exact name of registrant as specified in its charter) Delaware 001-40226 85-3189810 (State or other jurisdiction (Commission File Number) ( |
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| September 29, 2022 |
Form of Restrictive Covenant Agreement Exhibit 10.6 restrictive covenant AGREEMENT THIS RESTRICTIVE COVENANT AGREEMENT (this ?Agreement?) is made and entered into as of ??????????????????????????????? by and between Elk Creek Resources Corporation, a Nebraska corporation, with its principal place of business located at 386 Broadway, P.O. Box 506, Tecumseh, NE 68450, and any successor entity thereto (the ?Company?), and ???????????????? |
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| September 29, 2022 |
Exhibit 10.1 EXECUTION VERSION SPONSOR SUPPORT AGREEMENT This Sponsor Support Agreement (this ?Sponsor Agreement?) is dated as of September 25, 2022, by and among GX Sponsor II LLC, a Delaware limited liability company (?Sponsor Holdco?), the Persons set forth on Schedule I hereto (together with the Sponsor Holdco, each, a ?Sponsor? and, together, the ?Sponsors?), GX Acquisition Corp. II, a Delawa |
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| September 29, 2022 |
Exhibit 10.3 EXECUTION VERSION EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT, by and between Elk Creek Resources Corporation, a Nebraska corporation, with its principal place of business located at 386 Broadway, P.O. Box 506, Tecumseh, NE 68450, and any successor entity thereto (the ?Company?), and Neal Shah (?Executive?), is dated as of the 25th day of September, 2022 (the ?Agreement?). WHEREAS, |
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| September 29, 2022 |
Exhibit 10.2 EXECUTION VERSION COMPANY SUPPORT AGREEMENT This Company Support Agreement (this ?Agreement?) is dated as of September 25, 2022, by and among GX Acquisition Corp. II, a Delaware corporation (?GX?), NioCorp Developments Ltd., a company incorporated under the laws of the Province of British Columbia (the ?Company?), and the shareholders of the Company set forth on Schedule I hereto (the |
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| September 29, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 25, 2022 NioCorp Developments Ltd. (Exact name of registrant as specified in its charter) British Columbia, Canada (State or other jurisdiction of incorporation) 000-55710 ( |
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| September 29, 2022 |
Exhibit 10.3 EXECUTION VERSION EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT, by and between Elk Creek Resources Corporation, a Nebraska corporation, with its principal place of business located at 386 Broadway, P.O. Box 506, Tecumseh, NE 68450, and any successor entity thereto (the ?Company?), and Neal Shah (?Executive?), is dated as of the 25th day of September, 2022 (the ?Agreement?). WHEREAS, |
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| September 29, 2022 |
Exhibit 10.4 EXECUTION VERSION EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT, by and between Elk Creek Resources Corporation, a Nebraska corporation, with its principal place of business located at 386 Broadway, P.O. Box 506, Tecumseh, NE 68450, and any successor entity thereto (the ?Company?), and Scott Honan (?Executive?), is dated as of the 25th day of September, 2022 (the ?Agreement?). WHEREA |
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| September 29, 2022 |
Exhibit 10.5 EXECUTION VERSION EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT, by and between Elk Creek Resources Corporation, a Nebraska corporation, with its principal place of business located at 386 Broadway, P.O. Box 506, Tecumseh, NE 68450, and any successor entity thereto (the ?Company?), and Jim Sims (?Executive?), is dated as of the 25th day of September, 2022 (the ?Agreement?). WHEREAS, |
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| September 29, 2022 |
Form of Restrictive Covenant Agreement Exhibit 10.6 restrictive covenant AGREEMENT THIS RESTRICTIVE COVENANT AGREEMENT (this ?Agreement?) is made and entered into as of by and between Elk Creek Resources Corporation, a Nebraska corporation, with its principal place of business located at 386 Broadway, P.O. Box 506, Tecumseh, NE 68450, and any successor entity thereto (the ?Company?), and (?Executive?). This Agreement shall become effec |
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| September 29, 2022 |
Exhibit 2.1 EXECUTION VERSION ? BUSINESS COMBINATION AGREEMENT by and among NIOCORP DEVELOPMENTS LTD., GX ACQUISITION CORP. II and BIG RED MERGER SUB LTD ? Dated: September 25, 2022 ? ? ? ? TABLE OF CONTENTS ? Page ? ARTICLE?I CLOSING TRANSACTIONS 3 1.1???Closing 3 1.2???Closing Transactions 3 1.3???Effective Times 4 1.4???Effects of the Mergers 4 1.5???Organizational Documents 4 1.6???Directors a |
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| September 27, 2022 |
__________________________________________________________________________________ Filed by NioCorp Developments Ltd. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: GX Acquisition Corp. II Commission File No.: 001-40226 NioCorp deal secures millions for critical mineral project in southeast Nebraska On Monday, NioCorp announced a deal to combine with GXII, a deal that could |
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| September 26, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 26, 2022 (September 26, 2022) GX Acquisition Corp. II (Exact name of registrant as specified in its charter) Delaware 001-40226 85-3189810 (State or other jurisdiction of in |
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| September 26, 2022 |
Exhibit 99.1 NioCorp to Combine with Nasdaq-Listed GXII to Access Additional Capital for the Elk Creek Critical Minerals Project Project features the highest-grade niobium deposit under development in North America and the second largest indicated rare earth resource in the U.S.1 Depending upon redemption rates of current shareholders of GXII, NioCorp could receive up to $285M in net cash proceeds |
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| September 26, 2022 |
Exhibit 99.1 NioCorp to Combine with Nasdaq-Listed GXII to Access Additional Capital for the Elk Creek Critical Minerals Project Project features the highest-grade niobium deposit under development in North America and the second largest indicated rare earth resource in the U.S.1 Depending upon redemption rates of current shareholders of GXII, NioCorp could receive up to $285M in net cash proceeds |
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| September 26, 2022 |
Exhibit 99.2 NioCorp: Critical minerals for U.S. supply chain security OUR MISSION: To accelerate the transition to a lower carbon economy by serving as a reliable U.S. supplier of sustainably produced critical minerals. Disclaimers & Technical Disclosures Legal Disclaimers This investor presentation (this “Presentation”) is dated as of September 26, 2022 and contains information of NioCorp Develo |
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| September 26, 2022 |
Investor Presentation, dated September 26, 2022 Exhibit 99.2 |
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| September 26, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 26, 2022 NioCorp Developments Ltd. (Exact name of registrant as specified in its charter) British Columbia, Canada (State or other jurisdiction of incorporation) 000-55710 ( |
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| September 26, 2022 |
EX-99.1 2 exh99-1.htm JOINT PRESS RELEASE, DATED SEPTEMBER 26, 2022 Exhibit 99.1 NioCorp to Combine with Nasdaq-Listed GXII to Access Additional Capital for the Elk Creek Critical Minerals Project Project features the highest-grade niobium deposit under development in North America and the second largest indicated rare earth resource in the U.S.1 Depending upon redemption rates of current sharehol |
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| September 26, 2022 |
Investor Presentation, dated September 26, 2022 Exhibit 99.2 |
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| September 26, 2022 |
__________________________________________________________________ Filed by NioCorp Developments Ltd. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: GX Acquisition Corp. II Commission File No.: 001-40226 Proposed Nebraska mine raises up to $366M of $1.1B it needs By Josh Funk | September 26, 2022 FILE -NioCorp Developments CEO Mark Smith talks to a group of |
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| September 26, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 26, 2022 (September 26, 2022) GX Acquisition Corp. II (Exact name of registrant as specified in its charter) Delaware 001-40226 85-3189810 (State or other jurisdiction of in |
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| August 11, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40226 GX ACQUISITION CORP. I |
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| May 16, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001- 40226 GX ACQUISITION CORP. |
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| March 25, 2022 |
Description of Registered Securities * EX-4.5 2 f10k2021ex4-5gxacqu2.htm DESCRIPTION OF REGISTERED SECURITIES Exhibit 4.5 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED As of December 31, 2021, GX Acquisition Corp. II (“we,” “our,” “us” or the “Company”) had the following three classes of securities registered under Section 12 of the Securities Exchange Ac |
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| March 25, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001- 40226 GX ACQUISITION C |
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| February 14, 2022 |
GXIIU / GX Acquisition Corp. II Unit / Atalaya Capital Management LP Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* GX Acquisition Corp. II (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 36260F204** (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to de |
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| February 14, 2022 |
GXII / GX Acquisition Corp. II Class A / GX Sponsor II LLC - SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 GX ACQUISITION CORP. II (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 36260F105 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule purs |
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| February 14, 2022 |
GXII / GX Acquisition Corp. II Class A / FIR TREE CAPITAL MANAGEMENT LP Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| February 14, 2022 |
EX-99.1 2 ea155489ex99-1gxacq2.htm JOINT FILING AGREEMENT EXHIBIT 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the shares of Class A common stock, $0.0001 par value per share |
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| February 2, 2022 |
GXII / GX Acquisition Corp. II Class A / Linden Capital L.P. - SC 13G/A Passive Investment SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* GX Acquisition Corp. II (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 36260F105 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate bo |
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| January 14, 2022 |
GXII / GX Acquisition Corp. II Class A / Magnetar Financial LLC - SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* GX Acquisition Corp. II (Name of Issuer) Common Stock – Class A (Title of Class of Securities) 36260F105 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to w |
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| December 14, 2021 |
GXIIU / GX Acquisition Corp. II Unit / Atalaya Capital Management LP Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* GX Acquisition Corp. II (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 36260F204** (CUSIP Number) October 1, 2021*** (Date of Event which Requires Filing of this Statement) Check the appropriate box to d |
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| November 22, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 22, 2021 GX Acquisition Corp. II (Exact name of registrant as specified in its charter) Delaware 001-40226 85-3189810 (State or other jurisdiction of incorporation) (Commissi |
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| November 22, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001- 40226 GX ACQUISITION C |
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| November 15, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number 001- 40226 (Check One): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-CEN ? Form N-CSR For Period Ended: September 30, 2021 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 10-Q For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. |
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| August 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001- 40226 GX ACQUISITION CORP. |
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| June 7, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001- 40226 GX ACQUISITION CORP. |
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| June 4, 2021 |
EX-99.1 2 ea142147ex99-1gxacquisi2.htm PRESS RELEASE, DATED JUNE 4, 2021. Exhibit 99.1 GX Acquisition Corp. II Announces Receipt of Notice from Nasdaq Regarding Late Filing of Quarterly Report on Form 10-Q New York, New York, June 4, 2021 (GLOBE NEWSWIRE) – GX Acquisition Corp. II (NASDAQ): GXIIU (the “Company”) today announced that it has received a notice (“Notice”) from the Listing Qualificatio |
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| June 4, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 4, 2021 (May 28, 2021) GX Acquisition Corp. II (Exact name of registrant as specified in its charter) Delaware 001-40226 85-3189810 (State or other jurisdiction of incorporation) |
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| May 18, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number 001- 40226 (Check One): ? Form 10-K ? Form 20-F ? Form 11-K ? Form10-Q ? Form 10-D ? Form N-CEN ? Form N-CSR For Period Ended: March 31, 2021 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 10-Q For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. |
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| May 6, 2021 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 6, 2021 GX Acquisition Corp. II (Exact name of registrant as specified in its charter) Delaware 001-40226 85-3189810 (State or other jurisdiction of incorporation) (Commission Fil |
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| May 6, 2021 |
EX-99.1 2 ea140377ex99-1gxacquisit2.htm PRESS RELEASE, DATED MAY 6, 2021 Exhibit 99.1 GX Acquisition Corp. II Announces Separate Trading of its Class A Common Stock and Warrants, Commencing May 10, 2021 New York, NY, May 6, 2021 (GLOBE NEWSWIRE) – GX Acquisition Corp. II (Nasdaq: GXIIU) (the “Company”) announced today that, commencing May 10, 2021, holders of the 30,000,000 units sold in the Compa |
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| March 29, 2021 |
EX-99.A 2 d113155dex99a.htm EX-99.A EXHIBIT A JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Common Stock of GX Acquisition Corp. II dated as of March 22, 2021 is, and any further amendments thereto signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) |
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| March 29, 2021 |
SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* GX Acquisition Corp. II (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 36260F204 (CUSIP Number) March 22, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to d |
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| March 26, 2021 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 26, 2021 (March 22, 2021) GX ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001- 40226 85-3189810 (State or other jurisdiction of incorpora |
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| March 26, 2021 |
GX ACQUISITION CORP. II INDEX TO FINANCIAL STATEMENT Exhibit 99.1 GX ACQUISITION CORP. II INDEX TO FINANCIAL STATEMENT PAGE Audited Financial Statement of GX Acquisition Corp. II Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of March 22, 2021 F-3 Notes to Financial Statement F-4 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Board of Directors of GX Acquisition Corp. II Opinion on t |
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| March 22, 2021 |
EX-10.1 5 ea138188ex10-1gxacquisit2.htm LETTER AGREEMENT, DATED MARCH 17, 2021, BY AND AMONG THE COMPANY, ITS OFFICERS, ITS DIRECTORS AND THE SPONSOR Exhibit 10.1 March 17, 2021 GX Acquisition Corp. II 1325 Avenue of the Americas 25th Floor New York, New York 10019 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with t |
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| March 22, 2021 |
GX Acquisition Corp. II Announces Closing of $300,000,000 Initial Public Offering Exhibit 99.2 GX Acquisition Corp. II Announces Closing of $300,000,000 Initial Public Offering New York, NY, March 22, 2021 (GLOBE NEWSWIRE) - GX Acquisition Corp. II (the ?Company?) announced today that it closed its initial public offering of 30,000,000 units at $10.00 per unit. The units are listed on the Nasdaq Capital Market (?Nasdaq?) under the ticker symbol ?GXIIU?. Each unit consists of on |
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| March 22, 2021 |
Exhibit 1.1 UNDERWRITING AGREEMENT between GX ACQUISITION CORP. II and CANTOR FITZGERALD & CO. Dated: March 17, 2021 GX Acquisition Corp. II UNDERWRITING AGREEMENT New York, New York March 17, 2021 Cantor Fitzgerald & Co. 499 Park Avenue New York, New York 10022 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: The undersigned, GX Acquisition Corp. II, a Delawa |
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| March 22, 2021 |
GX Acquisition Corp. II Announces Pricing of $300,000,000 Initial Public Offering Exhibit 99.1 GX Acquisition Corp. II Announces Pricing of $300,000,000 Initial Public Offering New York, NY ? March 17, 2021 ? GX Acquisition Corp. II (the ?Company?) announced today that it priced its initial public offering of 30,000,000 units at $10.00 per unit. The units will be listed on the Nasdaq Capital Market (?Nasdaq?) and will begin trading tomorrow, Thursday, March 18, 2021, under the |
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| March 22, 2021 |
EX-10.5 9 ea138188ex10-5gxacquisit2.htm PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, DATED MARCH 17, 2021, BY AND BETWEEN THE COMPANY AND THE SPONSOR Exhibit 10.5 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of March 17, 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is en |
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| March 22, 2021 |
EX-10.2 6 ea138188ex10-2gxacquisit2.htm INVESTMENT MANAGEMENT TRUST AGREEMENT, DATED MARCH 17, 2021, BY AND BETWEEN THE COMPANY AND CONTINENTAL STOCK TRANSFER & TRUST COMPANY, AS TRUSTEE Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of March 17, 2021, by and between GX Acquisition Corp. II, a Delaware corporati |
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| March 22, 2021 |
Amended and Restated Certificate of Incorporation. EX-3.1 3 ea138188ex3-1gxacquisit2.htm AMENDED AND RESTATED CERTIFICATE OF INCORPORATION Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF GX ACQUISITION CORP. II March 17, 2021 GX Acquisition Corp. II, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “GX Acquisition Cor |
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| March 22, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 22, 2021 (March 17, 2021) GX ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001- 40226 85-3189810 (State or other jurisdiction of incorpora |
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| March 22, 2021 |
EX-10.4 8 ea138188ex10-4gxacquisit2.htm ADMINISTRATIVE SUPPORT AGREEMENT, DATED MARCH 17, 2021, BY AND BETWEEN THE COMPANY AND THE SPONSOR Exhibit 10.4 GX ACQUISITION CORP. II 1325 Avenue of the Americas, 25th Floor New York, New York 10019 March 17, 2021 GX Sponsor II LLC 1325 Avenue of the Americas, 25th Floor New York, New York 10019 Re: Administrative Support Agreement Ladies and Gentlemen: Th |
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| March 22, 2021 |
Registration Rights Agreement, dated March 17, 2021, by and among the Company and the Sponsor. EX-10.3 7 ea138188ex10-3gxacquisit2.htm REGISTRATION RIGHTS AGREEMENT, DATED MARCH 17, 2021, BY AND AMONG THE COMPANY AND THE SPONSOR Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 17, 2021, is made and entered into by and among GX Acquisition Corp. II, a Delaware corporation (the “Company”), GX Sponsor II LLC, a Delaware limited |
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| March 22, 2021 |
Exhibit 4.1 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this ?Agreement?), dated as of March 17, 2021, is by and between GX Acquisition Corp. II, a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the ?Warrant Agent?, also referred to herein as the ?Transfer Agent?). WHEREAS, the Company is engaged in an initial public of |
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| March 18, 2021 |
$300,000,000 GX Acquisition Corp. II 30,000,000 Units PROSPECTUS Filed Pursuant to Rule 424(b)(4) Registration No. 333-253390 $300,000,000 GX Acquisition Corp. II 30,000,000 Units GX Acquisition Corp. II is a newly organized blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to as our ini |
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| March 16, 2021 |
- REGISTRATION OF CERTAIN CLASSES OF SECURITIES UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 GX Acquisition Corp. II (Exact Name of Registrant as Specified in Its Charter) Delaware 85-3189810 (State of Incorporation or Organization) (I.R.S. Employer Identification No.) 1325 Avenue of the |
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| March 10, 2021 |
As Filed with the U.S. Securities and Exchange Commission on March 10, 2021. Registration No. 333-253390 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 GX Acquisition Corp. II (Exact name of registrant as specified in its charter) Delaware 6770 85-3189810 (State or other jurisdiction of inc |
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| March 10, 2021 |
Exhibit 99.5 Consent to be Named as a Director Nominee In connection with the filing by GX Acquisition Corp. II of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of GX Acquisition |
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| March 3, 2021 |
Advisory Agreement by and between the Registrant and BTIG LLC (2) EX-10.9 15 ea136843ex10-9gxacquis2.htm ADVISORY AGREEMENT BY AND BETWEEN THE REGISTRANT AND BTIG LLC Exhibit 10.9 February 8, 2021 Jay Bloom GX Acquisition Corp. II 1325 Avenue of the Americas, 25th Floor New York, NY 10019 Dear Jay: This letter agreement (the “Agreement”) confirms the terms and conditions of the engagement of BTIG, LLC (“BTIG”) by GX Acquisition Corp II (the “Client”) to provide |
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| March 3, 2021 |
Form of Letter Agreement among the Registrant and our officers, directors and GX Sponsor II LLC* EX-10.1 9 ea136843ex10-1gxacquis2.htm FORM OF LETTER AGREEMENT AMONG THE REGISTRANT AND OUR OFFICERS, DIRECTORS AND GX SPONSOR II LLC Exhibit 10.1 [ ], 2021 GX Acquisition Corp. II 1325 Avenue of the Americas 25th Floor New York, New York 10019 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agree |
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| March 3, 2021 |
Form of Administrative Support Agreement by and between the Registrant and GX Sponsor II LLC* EX-10.8 14 ea136843ex10-8gxacquis2.htm FORM OF ADMINISTRATIVE SUPPORT AGREEMENT BY AND BETWEEN THE REGISTRANT AND GX SPONSOR II LLC Exhibit 10.8 GX ACQUISITION CORP. II 1325 Avenue of the Americas, 25th Floor New York, New York 10019 [ ], 2021 GX Sponsor II LLC 1325 Avenue of the Americas, 25th Floor New York, New York 10019 Re: Administrative Support Agreement Ladies and Gentlemen: This letter ag |
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| March 3, 2021 |
Form of Amended and Restated Certificate of Incorporation* EX-3.2 3 ea136843ex3-2gxacquis2.htm FORM OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF GX ACQUISITITION CORP. II [ ], 2021 GX Acquisition Corp. II, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “GX Acquisition |
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| March 3, 2021 |
EX-14 16 ea136843ex14gxacquis2.htm FORM OF CODE OF ETHICS Exhibit 14 CODE OF ETHICS OF GX ACQUISITION CORP. II 1. Introduction The Board of Directors (the “Board”) of GX Acquisition Corp. II has adopted this code of ethics (this “Code”), as amended from time to time by the Board and which is applicable to all of the Company’s directors, officers and employees to: ● promote honest and ethical condu |
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| March 3, 2021 |
Form of Private Placement Warrants Purchase Agreement between the Registrant and GX Sponsor II LLC* Exhibit 10.6 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [ ], 2021 (as it may from time to time be amended and including all exhibits referenced herein, this ?Agreement?), is entered into by and between GX Acquisition Corp. II, a Delaware corporation (the ?Company?), and GX Sponsor II LLC, a Delaware limited liability company (the ? |
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| March 3, 2021 |
Form of Indemnity Agreement (2) EX-10.7 13 ea136843ex10-7gxacquis2.htm FORM OF INDEMNITY AGREEMENT Exhibit 10.7 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ], 2021, by and between GX Acquisition Corp. II, a Delaware corporation (the “Company”), and [ ] (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officer |
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| March 3, 2021 |
EX-4.1 4 ea136843ex4-1gxacquis2.htm SPECIMEN UNIT CERTIFICATE Exhibit 4.1 NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP 36260F 204 GX ACQUISITION CORP. II UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE-THIRD OF ONE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) c |
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| March 3, 2021 |
As Filed with the U.S. Securities and Exchange Commission on March 3, 2021. Registration No. 333-253390 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 GX Acquisition Corp. II (Exact name of registrant as specified in its charter) Delaware 6770 85-3189810 (State or other jurisdiction of inco |
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| March 3, 2021 |
Specimen Warrant Certificate (2) EX-4.3 6 ea136843ex4-3gxacquis2.htm SPECIMEN WARRANT CERTIFICATE Exhibit 4.3 [Form of Warrant Certificate] [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW GX ACQUISITION CORP. II Incorporated Under the Laws of the State of Delaware CUSIP 36260F 113 Warrant Certificate This Warran |
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| March 3, 2021 |
Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of [ ], 2021, by and between GX Acquisition Corp. II, a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation (the ?Trustee?). WHEREAS, the Company?s registration statements on Form S-1 (File No. 333-253390) (th |
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| March 3, 2021 |
EX-10.4 11 ea136843ex10-4gxacquis2.htm FORM OF REGISTRATION RIGHTS AGREEMENT BETWEEN THE REGISTRANT AND CERTAIN SECURITY HOLDERS Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 2021, is made and entered into by and among GX Acquisition Corp. II, a Delaware corporation (the “Company”), GX Sponsor II LLC, a Delaware limited liability |
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| March 3, 2021 |
Specimen Class A Common Stock Certificate (2) Exhibit 4.2 NUMBER NUMBER C- SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP 36360F 105 GX ACQUISITION CORP. II INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CLASS A COMMON STOCK This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.0001 EACH OF THE CLASS A COMMON STOCK OF GX ACQUISITION CORP. II (THE ?COMPANY?) transferable on the books of the Com |
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| March 3, 2021 |
Form of Underwriting Agreement* EX-1.1 2 ea136843ex1-1gxacquis2.htm FORM OF UNDERWRITING AGREEMENT Exhibit 1.1 UNDERWRITING AGREEMENT between GX ACQUISITION CORP. II and CANTOR FITZGERALD & CO. Dated: , 2021 GX Acquisition Corp. II UNDERWRITING AGREEMENT New York, New York , 2021 Cantor Fitzgerald & Co. 499 Park Avenue New York, New York 10022 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: |
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| March 3, 2021 |
Form of Audit Committee Charter* Exhibit 99.1 GX ACQUISITION CORP. II AUDIT COMMITTEE CHARTER 1. STATUS The Audit Committee (the ?Committee?) is a committee of the Board of Directors (the ?Board?) of GX Acquisition Corp. II (the ?Company?). 2. PURPOSE The Committee is appointed by the Board for the primary purposes of: ? Performing the Board?s oversight responsibilities as they relate to the Company?s accounting policies and inte |
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| March 3, 2021 |
Form of Compensation Committee Charter* Exhibit 99.2 CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF GX ACQUISITION CORP. II I. PURPOSE OF THE COMMITTEE The purposes of the Compensation Committee (the ?Committee?) of the Board of Directors (the ?Board?) of GX Acquisition Corp. II (the ?Company?) shall be to oversee the Company?s compensation and employee benefit plans and practices, including its executive compensatio |
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| March 3, 2021 |
Exhibit 4.4 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this ?Agreement?), dated as of [ ], 2021, is by and between GX Acquisition Corp. II, a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the ?Warrant Agent?, also referred to herein as the ?Transfer Agent?). WHEREAS, the Company is engaged in an initial public offerin |
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| February 23, 2021 |
Exhibit 99.4 Consent to be Named as a Director Nominee In connection with the filing by GX Acquisition Corp. II of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of GX Acquisition |
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| February 23, 2021 |
EX-3.1 2 fs12021ex3-1gxacqcorp2.htm CERTIFICATE OF INCORPORATION Exhibit 3.1 CERTIFICATE OF INCORPORATION OF GX ACQUISITION CORP. II September 24, 2020 The undersigned, for the purposes of forming a corporation under the laws of the State of Delaware, does make, file, and record this Certificate of Incorporation (the “Certificate”), and does hereby certify as follows: ARTICLE I NAME The name of th |
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| February 23, 2021 |
Promissory Note, dated September 24, 2020, issued to GX Sponsor II, LLC* Exhibit 10.2 THIS PROMISSORY NOTE (?NOTE?) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY |
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| February 23, 2021 |
Exhibit 10.5 GX Acquisition Corp. II 1325 Avenue of the Americas, 25th Floor New York, NY 10019 September 24, 2020 GX Sponsor II LLC 1325 Avenue of the Americas, 25th Floor New York, NY 10019 RE: Securities Subscription Agreement Ladies and Gentlemen: This agreement (the ?Agreement?) is entered into on September 24, 2020 by and between GX Sponsor II LLC, a Delaware limited liability company (the ? |
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| February 23, 2021 |
Registration Statement - REGISTRATION STATEMENT As Filed with the U.S. Securities and Exchange Commission on February 22, 2021. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 GX Acquisition Corp. II (Exact name of registrant as specified in its charter) Delaware 6770 85-3189810 (State or other jurisdiction of incorporation or organiza |
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| February 23, 2021 |
Exhibit 3.3 BY LAWS OF GX ACQUISITION CORP. II (THE “CORPORATION”) ARTICLE I OFFICES Section 1.1. Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or individual acting as the Corporation’s registered agent in Delawar |
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| February 23, 2021 |
Exhibit 99.5 Consent to be Named as a Director Nominee In connection with the filing by GX Acquisition Corp. II of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of GX Acquisition |
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| February 23, 2021 |
EX-99.3 7 fs12021ex99-3gxacqcorp2.htm CONSENT OF MR. WEINBERGER Exhibit 99.3 Consent to be Named as a Director Nominee In connection with the filing by GX Acquisition Corp. II of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to bein |
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| November 6, 2020 |
As confidentially submitted to the Securities and Exchange Commission on November 5, 2020. |
