Amended Statement of Ownership (sc 13g/a)
February 16 2021 - 6:55AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13G/A
Under
the Securities Exchange Act of 1934
(Amendment
No. 2)*
GX Acquisition Corp.
(Name
of Issuer)
Class
A Common Stock, $.0001 par value
(Title
of Class of Securities)
36251A107
(CUSIP
Number)
December
31, 2020
(Date
of Event which Requires Filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
*
|
The
remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided
in a prior cover page.
|
The
information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section
18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP:
36251A107
1
|
NAME OF REPORTING PERSON
RP Investment Advisors LP
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) þ
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Ontario, Canada
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
6
|
SHARED VOTING POWER
0
|
7
|
SOLE DISPOSITIVE POWER
0
|
8
|
SHARED DISPOSITIVE POWER
0
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0%
|
12
|
TYPE OF REPORTING PERSON
PN, IA, FI
|
CUSIP:
36251A107
1
|
NAME OF REPORTING PERSON
RP Select Opportunities Master Fund Ltd.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) þ
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Cayman Islands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
6
|
SHARED VOTING POWER
0
|
7
|
SOLE DISPOSITIVE POWER
0
|
8
|
SHARED DISPOSITIVE POWER
0
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0%
|
12
|
TYPE OF REPORTING PERSON
FI
|
CUSIP:
36251A107
1
|
NAME OF REPORTING PERSON
RP Debt Opportunities Fund Ltd.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) þ
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Cayman Islands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
6
|
SHARED VOTING POWER
0
|
7
|
SOLE DISPOSITIVE POWER
0
|
8
|
SHARED DISPOSITIVE POWER
0
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0%
|
12
|
TYPE OF REPORTING PERSON
FI
|
CUSIP:
36251A107
1
|
NAME OF REPORTING PERSON
RP Alternative Global Bond Fund
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) þ
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Canada
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
6
|
SHARED VOTING POWER
0
|
7
|
SOLE DISPOSITIVE POWER
0
|
8
|
SHARED DISPOSITIVE POWER
0
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0%
|
12
|
TYPE OF REPORTING PERSON
FI
|
ITEM 1(a):
|
Name
of Issuer:
|
GX
Acquisition Corp. (the “Issuer”)
ITEM
1(b):
|
Address
of Issuer’s Principal Executive Offices:
|
1325
Avenue of the Americas, 25th Floor, New York, NY 10019
ITEM
2(a):
|
Name
of Person Filing:
|
This
statement is jointly filed by and on behalf of each of RP Investment Advisors LP, RP Select Opportunities Master Fund Ltd., RP
Debt Opportunities Fund Ltd. and RP Alternative Global Bond Fund. RP Select Opportunities Master Fund Ltd., RP Debt Opportunities
Fund Ltd. and RP Alternative Global Bond Fund are the record and direct beneficial owners of the securities covered by this statement.
RP Investment Advisors LP is the investment advisor of, and may be deemed to beneficially own securities owned by, RP Select Opportunities
Master Fund Ltd., RP Debt Opportunities Fund Ltd. and RP Alternative Global Bond Fund.
Each
reporting person declares that neither the filing of this statement nor anything herein shall be construed as an admission that
such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities
covered by this statement.
Each
of the reporting persons may be deemed to be a member of a group with respect to the Issuer or securities of the Issuer for the
purposes of Section 13(d) or 13(g) of the Act. Each of the reporting persons declares that neither the filing of this statement
nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the
Act or any other purpose, (i) acting (or has agreed or is agreeing to act together with any other person) as a partnership, limited
partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing of securities of the Issuer or otherwise
with respect to the Issuer or any securities of the Issuer or (ii) a member of any group with respect to the Issuer or any securities
of the Issuer.
ITEM
2(b):
|
Address
of Principal Business Office or, if None, Residence:
|
The
address of the principal business office of each of the reporting persons is 39 Hazelton Avenue, Toronto, Ontario, Canada, M5R
2E3.
See
Item 4 on the cover page(s) hereto.
ITEM
2(d):
|
Title
of Class of Securities:
|
Class
A Common Stock
36251A107
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 association 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);
|
|
(k)
|
☐
|
Group,
in accordance with §240.13d-1(b)(1)(ii)(K).
|
If
filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
Not
applicable.
|
(a)
|
Amount
Beneficially Owned: See Item 9 on the cover page(s) hereto.
|
|
(b)
|
Percent
of Class: See Item 11 on the cover page(s) hereto.
|
|
(c)
|
Number
of Shares as to which such person has:
|
|
(i)
|
Sole
power to vote or to direct the vote: See Item 5 on the cover page(s) hereto.
|
|
(ii)
|
Shared
power to vote or to direct the vote: See Item 6 on the cover page(s) hereto.
|
|
(iii)
|
Sole
power to dispose or to direct the disposition of: See Item 7 on the cover page(s) hereto.
|
|
(iv)
|
Shared
power to dispose or to direct the disposition of: See Item 8 on the cover page(s) hereto.
|
|
ITEM
5:
|
Ownership
of Five Percent or Less of a Class:
|
If
this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial
owner of more than five percent of the class of securities, check the following
☒
ITEM
6:
|
Ownership
of More than Five 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:
|
Not
applicable.
ITEM
8:
|
Identification
and Classification of Members of the Group:
|
Not
applicable.
ITEM
9:
|
Notice
of Dissolution of a Group:
|
Not
applicable.
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.
Dated: February 16, 2021
|
RP Investment Advisors LP
|
|
|
|
By:
|
/s/ Richard Pilosof
|
|
|
Name: Richard Pilosof
|
|
|
Title: Chief Executive Officer, RP Investment Advisors LP by its General Partner RP Investment Advisors GP Inc.
|
|
|
|
RP Select Opportunities Master Fund Ltd.
|
|
|
|
By:
|
/s/ Richard Pilosof
|
|
|
Name: Richard Pilosof
|
|
|
Title: Chief Executive Officer, RP Investment Advisors LP by its General Partner RP Investment Advisors GP Inc.
|
|
|
|
RP Debt Opportunities Fund Ltd.
|
|
|
|
By:
|
/s/ Richard Pilosof
|
|
|
Name: Richard Pilosof
|
|
|
Title: Chief Executive Officer, RP Investment Advisors LP by its General Partner RP Investment Advisors GP Inc.
|
|
|
|
RP ALTERNATIVE GLOBAL BOND FUND
|
|
|
|
By:
|
/s/ Richard Pilosof
|
|
|
Name: Richard Pilosof
|
|
|
Title: Chief Executive Officer, RP Investment Advisors LP by its General Partner RP Investment Advisors GP Inc.
|
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