Current Report Filing (8-k)
June 04 2021 - 5:06PM
Edgar (US Regulatory)
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
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001-40226
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85-3189810
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(State
or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification No.)
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1325
Avenue of the Americas, 25th Floor
New
York, NY 10019
(Address
of principal executive offices, including zip code)
Registrant’s
telephone number, including area code: (212) 616-3700
Not
Applicable
(Former name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
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☐
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Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading Symbol(s)
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Name
of each exchange on which registered
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Units,
each consisting of one share of Class A common stock, par value $0.0001 per share, and one-third of one Redeemable Warrant
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GXIIU
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The Nasdaq Stock Market
LLC
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Class
A Common Stock, $.0001 par value per share
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GXII
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The Nasdaq Stock Market
LLC
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Warrants,
each exercisable for one share of Class A common stock, each whole Warrant exercisable for $11.50 per share
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GXIIW
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The Nasdaq Stock Market
LLC
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☑
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 3.01. Notice
of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
As
previously disclosed in the Form 12b-25 filed on May 17, 2021 by GX Acquisition Corp. II (the “Company”) on April
12, 2021, the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission
(the “SEC”) issued a statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants
Issued by Special Purpose Acquisition Companies” (the “Staff Statement”). The Staff Statement, among other things,
highlighted the potential accounting implications of certain terms that are common in warrants issued in connection with the initial
public offerings of special purpose acquisition companies such as the Company. As a result of the Staff Statement, the Company required
additional time to file its Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 (the “Form 10-Q”).
On
May 28, 2021 the Company received a notice from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”)
(the “Notice”) stating that the Company is not in compliance with Nasdaq Listing Rule 5250(c)(1) (the “Rule”)
because it has not timely filed the Form 10-Q with the SEC. The Rule requires listed companies to timely file all required periodic
financial reports with the SEC. The Notice has no immediate effect on the listing or trading of the Company’s securities. However,
if the Company fails to timely regain compliance with the Rule, the Company’s securities will be subject to delisting from Nasdaq.
Under
Nasdaq rules, the Company has 60 calendar days from receipt of the Notice (May 28, 2021) or until July 26, 2021 to submit a plan to regain
compliance with the Rule. If Nasdaq accepts the Company's plan, then Nasdaq may grant an exception of up to 180 calendar days from the
due date of the Form 10-Q (May 24, 2021), or until November 22, 2021, to regain compliance. However, there can be no assurance that Nasdaq
will accept the Company's plan to regain compliance or that the Company will be able to regain compliance within any extension period
granted by Nasdaq. If Nasdaq does not accept the Company’s plan, then the Company will have the opportunity to appeal
that decision to a Nasdaq hearings panel.
As
noted above, the Company is working diligently to complete its Form 10-Q. The Company intends to file the Form 10-Q as soon as practicable
to regain compliance with the Nasdaq Listing Rule.
Item
8.01. Other Events.
On
June 4, 2021 the Company issued a press release announcing its receipt of the Notice. A copy of the press release is attached hereto
as Exhibit 99.1 and is incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
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GX Acquisition Corp. II
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By:
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/s/
Jay R. Bloom
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Name:
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Jay R. Bloom
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Title:
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Co-Chief Executive Officer
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Dated:
June 4, 2021
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3
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