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 (“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
No. 36260F105
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1
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NAMES OF REPORTING PERSONS
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MAGNETAR FINANCIAL LLC
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2
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o
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(b) o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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5
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SOLE VOTING POWER 0
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NUMBER OF
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SHARES
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6
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SHARED VOTING POWER
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BENEFICIALLY
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1,757,822
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OWNED BY
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EACH
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REPORTING
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7
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SOLE DISPOSITIVE POWER 0
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PERSON
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WITH:
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8
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SHARED DISPOSITIVE POWER
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1,757,822
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
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1,757,822
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
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5.86%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IA, OO
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CUSIP No.
36260F105
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1
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NAMES OF REPORTING PERSONS
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MAGNETAR CAPITAL PARTNERS LP
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2
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o
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(b) o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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5
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SOLE VOTING POWER 0
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NUMBER OF
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SHARES
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6
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SHARED VOTING POWER
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BENEFICIALLY
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1,757,822
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OWNED BY
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EACH
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REPORTING
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7
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SOLE DISPOSITIVE POWER 0
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PERSON
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WITH:
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8
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SHARED DISPOSITIVE POWER
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1,757,822
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
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1,757,822
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
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5.86%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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HC, PN
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CUSIP No.
36260F105
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1
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NAMES OF REPORTING PERSONS
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SUPERNOVA MANAGEMENT LLC
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2
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o
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(b) o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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5
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SOLE VOTING POWER 0
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NUMBER OF
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SHARES
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6
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SHARED VOTING POWER
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BENEFICIALLY
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1,757,822
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OWNED BY
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EACH
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REPORTING
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7
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SOLE DISPOSITIVE POWER 0
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PERSON
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WITH:
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8
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SHARED DISPOSITIVE POWER
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1,757,822
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
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1,757,822
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
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5.86%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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HC, OO
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CUSIP No.
36260F105
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1
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NAMES OF REPORTING PERSONS
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ALEC N. LITOWITZ
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2
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o
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(b) o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States of America
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5
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SOLE VOTING POWER 0
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NUMBER OF
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SHARES
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6
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SHARED VOTING POWER
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BENEFICIALLY
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1,757,822
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OWNED BY
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EACH
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REPORTING
|
7
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SOLE DISPOSITIVE POWER 0
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PERSON
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WITH:
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8
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SHARED DISPOSITIVE POWER
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1,757,822
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
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1,757,822
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|
10
|
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CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
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|
o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
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5.86%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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HC, IN
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SCHEDULE 13G
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Item 1(a)
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Name of Issuer.
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GX Acquisition Corp. II (the “Issuer”)
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Item 1(b)
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Address of Issuer’s Principal Executive Offices.
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1325 AVENUE OF THE AMERICAS, 25TH FLOOR
NEW YORK, NY 10019
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Item 2(a)
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Name of Person Filing.
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This statement is filed on behalf of
each of the following person (collectively, the “Reporting Persons”):
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i)
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Magnetar Financial LLC (“Magnetar Financial”);
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ii)
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Magnetar Capital Partners LP (Magnetar Capital
Partners”);
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iii)
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Supernova Management LLC (“Supernova
Management”); and
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iv)
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Alec N. Litowitz (“Mr. Litowitz”).
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This statement relates to the Shares (as defined herein) held for
Magnetar Constellation Fund II, Ltd (“Constellation Fund II”), Magnetar Constellation Master Fund, Ltd (“Constellation
Master Fund”), Magnetar Systematic Multi-Strategy Master Fund Ltd (“Systematic Master Fund”), Magnetar Capital Master
Fund Ltd (“Master Fund”) , Magnetar Discovery Master Fund Ltd ("Discovery Master Fund"), Magnetar Xing He Master
Fund Ltd (“Xing He Master Fund”), Purpose Alternative Credit Fund Ltd ("Purpose Fund"), Magnetar SC Fund Ltd (“SC
Fund”), all Cayman Islands exempted companies; Magnetar Structured Credit Fund, LP (“Structured Credit Fund”), a Delaware
limited partnership; Magnetar Lake Credit Fund LLC ("Lake Credit Fund"), Purpose Alternative Credit Fund - T LLC ("Purpose
Fund - T"), Delaware limited liability companies; collectively (the “Magnetar Funds”). Magnetar Financial serves as
the investment adviser to the Magnetar Funds, and as such, Magnetar Financial exercises voting and investment power over the Shares held
for the Magnetar Funds’ accounts. Magnetar Capital Partners serves as the sole member and parent holding company of Magnetar Financial.
Supernova Management is the general partner of Magnetar Capital Partners. The manager of Supernova Management is Mr. Litowitz.
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Item 2(b)
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Address of Principal Business Office.
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The address of the principal business office of
each of Magnetar Financial, Magnetar Capital Partners, Supernova Management, and Mr. Litowitz is 1603 Orrington Avenue, 13th
Floor, Evanston, Illinois 60201.
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Item 2(c)
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Place of Organization.
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i)
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Magnetar Financial is a Delaware limited
liability company;
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ii)
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Magnetar Capital Partners is a Delaware
limited partnership;
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iii)
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Supernova Management is a Delaware limited
liability company; and
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iv)
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Mr. Litowitz is a citizen of the United
States of America.
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Item 2(d)
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Title of Class of Securities.
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Common Stock
36260F105
(e) x
An investment adviser in accordance with §240.13d–1(b)(1)(ii)(E)
(g) x A parent
holding company or control person in accordance with §240.13d–1(b)(1)(ii)(G)
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Item 4(a)
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Amount Beneficially Owned:
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As of December 31, 2021,
each of Magnetar Financial, Magnetar Capital Partners, Supernova Management and Mr. Litowitz held 1,757,822 Shares. The amount consists
of (A) 168,822 Shares held for the account of Constellation Fund II; (B) 575,190 Shares held for the account of Constellation Master
Fund; (C) 169,000 Shares held for the account of Systematic Master Fund; (D) 59,422 Shares held for the account of Master Fund; (E) 35,400
Shares held for the account of Discovery Master Fund; (F) 197,208 Shares held for the account of Xing He Master Fund; (G) 82,170 Shares
held for the account of Purpose Fund; (H) 131,472 Shares held for the account of SC Fund; (I) 224,100 Shares held for the account of
Structured Credit Fund; (J) 88,146 Shares held for the account of Lake Credit Fund; and (K) 26,892 Shares held of the account of Purpose
Fund - T. The Shares held by the Magnetar Funds represent approximately 5.86% of the total number of Shares outstanding (calculated pursuant
to Rule 13d-3(d)(1)(i)) of the outstanding shares of the Issuer).
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Item 4(b)
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Percent of Class:
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(i) As of December 31, 2021, each of Reporting Persons
were deemed to be the beneficial owner constituting approximately 5.86% of the total number of Shares outstanding (based upon the information
provided by the Issuer in its Form 10-Q filed with the SEC on November 22, 2021, there were approximately 30,000,000 Shares outstanding
as of November 22, 2021).
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Item4(c)
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Number of Shares of which such person has:
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Magnetar Financial, Magnetar Capital Partners,
Supernova Management, and Mr. Litowitz:
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(i)
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Sole power to vote or to
direct the vote:
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0
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(ii)
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Shared power to vote or to direct the vote :
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1,757,822
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(iii)
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Sole power to dispose or to direct the disposition of:
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0
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(iv)
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Shared power to dispose or to direct the disposition of:
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1,757,822
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Item 5
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Ownership of Five Percent or Less of a Class.
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If this statement is being filed to report
the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of
securities, check the following ¨.
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Item 6
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Ownership of More Than Five Percent on Behalf of Another Person.
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This Item 6 is not applicable.
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Item 7
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Identification and Classification of the Subsidiary which Acquired
the Security Being Reported On by the Parent Holding Company.
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This Item 7 is not applicable.
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Item 8
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Identification and Classification of Members of the Group.
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This Item 8 is not applicable.
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Item 9
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Notice of Dissolution of Group.
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This Item 9 is not applicable.
By signing below the Reporting
Persons certifies that, to the best of their knowledge and belief, the securities referred to above were acquired and are held in the
ordinary course of business and 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.
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.
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Date: January 14, 2022
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magnetar
financial llc
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By: Magnetar Capital
Partners LP, its Sole Member
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By:
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/s/
Alec N. Litowitz
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Name: Alec N. Litowitz
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Title: Manager of
Supernova Management LLC, the General Partner of Magnetar Capital Partners LP
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Date: January 14, 2022
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magnetar
capital partners LP
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By: Supernova Management
LLC, its General Partner
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By:
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/s/
Alec N. Litowitz
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Name: Alec N. Litowitz
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Title: Manager of
Supernova Management LLC
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Date: January 14, 2022
|
supernova
management llc
|
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By:
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/s/
Alec N. Litowitz
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Name: Alec N. Litowitz
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Title: Manager
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Date: January 14, 2022
|
/s/
Alec N. Litowitz
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Alec N. Litowitz
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EXHIBIT INDEX
|
Ex.
|
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|
A
|
Joint Filing
Agreement
|
|
EXHIBIT A
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, 2021 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 the Securities Exchange Act of 1934, as amended.
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Date: January 14, 2022
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magnetar
financial llc
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By: Magnetar Capital
Partners LP, its Sole Member
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By:
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/s/
Alec N. Litowitz
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Name: Alec N. Litowitz
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Title: Manager of
Supernova Management LLC, the General Partner of Magnetar Capital Partners LP
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|
Date: January 14, 2022
|
magnetar
capital partners LP
|
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|
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By: Supernova Management
LLC, its General Partner
|
|
|
|
|
|
By:
|
/s/
Alec N. Litowitz
|
|
|
Name: Alec N. Litowitz
|
|
|
Title: Manager of
Supernova Management LLC
|
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|
|
|
Date: January 14, 2022
|
supernova
management llc
|
|
|
|
|
|
By:
|
/s/
Alec N. Litowitz
|
|
|
Name: Alec N. Litowitz
|
|
|
Title: Manager
|
|
|
|
|
Date: January 14, 2022
|
/s/
Alec N. Litowitz
|
|
|
Alec N. Litowitz
|
