Statement of Ownership (sc 13g)
14 Février 2022 - 10:09PM
Edgar (US Regulatory)
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 pursuant to which this Schedule is filed:
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*
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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 disclosures provided in a prior cover
page.
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The
information required on 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
36260F105
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1.
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Names
of Reporting Persons
GX
Sponsor II LLC
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2.
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Check
the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐
(b) ☐
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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
Delaware
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Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With:
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5.
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Sole
Voting Power
7,500,000(1)(2)
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6.
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Shared
Voting Power
0
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7.
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Sole
Dispositive Power
7,500,000(1)(2)
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8.
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Shared
Dispositive Power
0
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9.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
7,500,000(1)(2)
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10.
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Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
See
footnote (2) below.
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11.
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Percent
of Class Represented by Amount in Row (9)
20%(1)(2)(3)
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12.
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Type
of Reporting Person (See Instructions)
OO
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CUSIP
36260F105
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1.
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Names
of Reporting Persons
Jay
R. Bloom
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2.
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Check
the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐
(b) ☐
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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
United
States of America
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Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With:
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5.
|
Sole
Voting Power
0
|
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6.
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Shared
Voting Power
7,500,000(1)(2)
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7.
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Sole
Dispositive Power
0
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8.
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Shared
Dispositive Power
7,500,000(1)(2)
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9.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
7,500,000(1)(2)
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10.
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Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
See
footnote (2) below.
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11.
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Percent
of Class Represented by Amount in Row (9)
20%(1)(2)(3)
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12.
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Type
of Reporting Person (See Instructions)
IN
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CUSIP
36260F105
|
1.
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Names
of Reporting Persons
Dean
C. Kehler
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2.
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Check
the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐
(b) ☐
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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
United
States of America
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Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With:
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5.
|
Sole
Voting Power
0
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6.
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Shared
Voting Power
7,500,000(1)(2)
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7.
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Sole
Dispositive Power
0
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8.
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Shared
Dispositive Power
7,500,000(1)(2)
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9.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
7,500,000(1)(2)
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10.
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Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
See
footnote (2) below.
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11.
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Percent
of Class Represented by Amount in Row (9)
20%(1)(2)(3)
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12.
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Type
of Reporting Person (See Instructions)
IN
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(1)
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See Item 4. These are the Issuer’s
shares of Class B common stock, which will automatically convert into the Issuer’s shares of Class A common stock at the time
of the Issuer’s initial business combination and as more fully described under the heading “Description of Securities-Founder
Shares” in the Issuer’s registration statement on Form S-1 (File No. 333-253390). GX Sponsor II LLC is the record holder
of the shares of Class B common stock reported herein. Cooper Road, LLC, an entity controlled by Jay R. Bloom, and Dean C. Kehler,
the Company’s co-Chairmen and Chief Executive Officers, are the managing members of GX Sponsor II LLC, and as such Messrs.
Bloom and Kehler have voting and investment discretion with respect to the common stock held of record by GX Sponsor II LLC and may
be deemed to have shared beneficial ownership of the common stock held directly by GX Sponsor II LLC. Each such entity or person
disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein,
directly or indirectly.
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(2)
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Excludes 5,666,667 shares of
Class A common stock which may be purchased by exercising warrants that are not exercisable as of the date of this filing.
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(3)
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Based on 30,000,000 shares
of Class A common stock issued and outstanding and 7,500,000 shares of Class B common stock issued and outstanding as of November
22, 2021 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November
22, 2021.
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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 the Issuer’s
Principal Executive Offices
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1325
Avenue of the Americas, 28th Floor
New
York, NY 10019
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Item 2(a).
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Names of Persons Filing
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GX
Sponsor II LLC, Jay R. Bloom, and Dean C. Kehler (collectively, the “Reporting Persons”)
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Item 2(b).
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Address of the Principal
Business Office, or if none, Residence:
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1325
Avenue of the Americas, 28th Floor
New
York, NY 10019
GX
Sponsor II LLC is a limited liability company formed in Delaware. Each of Jay R. Bloom and Dean C. Kehler 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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Class
A common stock, $0.0001 par value per share.
The
shares of Class A common stock are the class of common stock of the Issuer registered pursuant to the Act. The Reporting Persons own
shares of Class B common stock. The shares of Class B common stock will automatically convert into shares of Class A common stock at
the time of the Issuer’s initial business combination (the “Business Combination”) on a one-for-one basis, subject
to certain adjustments. In the event that additional shares of Class A common stock, or equity-linked securities, are issued or deemed
issued in excess of the amounts offered in the Issuer’s initial public offering (the “IPO”) and related to the closing
of the Business Combination, the ratio at which the shares of Class B common stock shall convert into shares of Class A common stock
will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with
respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all
shares of Class B common stock will equal, in the aggregate, on an as-converted bases, 20% of the sum of the total number of all shares
of common stock outstanding upon completion of the IPO plus all shares of Class A common stock and equity-linked securities issued or
deemed issued in connection with the Business Combination (excluding any shares or equity-linked securities issued, or to be issued,
to any seller in the Business Combination, any private placement-equivalent warrants issued to GX Sponsor II LLC or its affiliates upon
conversion of loans made to the Issuer).
36260F105
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Item 3.
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If this statement is filed
pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
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☐
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(a) Broker or Dealer registered
under Section 15 of the Exchange Act.
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(b) Bank as defined in Section
3(a)(b) or the Exchange Act.
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(c) Insurance company as defined
in Section 3(a)(19) of the Exchange Act.
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(d) Investment company registered
under Section 8 of the Investment Company Act.
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(e) An Investment adviser in
accordance with Rule 13d-1 (b)(1)(ii)(e).
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(f) An employee benefit plan
or endowment fund in accordance with Rule 13d 1(b)(1)(ii)(f).
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(g) A Parent Holding Company
or control person in accordance with Rule 13d 1(b)(1)(ii)(g).
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(h) A Savings Association as
defined in Section 3(b) of the Federal Deposit Insurance Act.
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(i) A Church Plan that is excluded
from the definition of an investment company under Section 3 (c)(14) of the Investment Company Act.
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(j) Group, in accordance with
Rule 13d-1 (b)(1)(ii)(j).
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Not applicable
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The
responses to Items 5-11 of the cover pages of this Schedule 13G are incorporated herein by reference.
As
of December 31, 2021, the Reporting Persons may be deemed to beneficially own 7,500,000 of the Issuer’s shares of Class B
common stock, representing 20% of the total shares of Class A common stock issued and outstanding and assuming the conversion of
all issued and outstanding shares of Class B common stock of the Issuer. The shares of Class B common stock are automatically convertible
into the Issuer’s shares of Class A common stock at the time of the Issuer’s initial Business Combination on a one-for-one
basis, subject to adjustment, as more fully described under the heading “Description of Securities-Founder Shares” in the
Issuer’s registration statement on Form S-1 (No. 333-253390).
The
percentage of the shares of Class B common stock held by the Reporting Persons is based on 30,000,000 shares of Class A common stock
issued and outstanding and 7,500,000 shares of Class B common stock issued and outstanding as of November 22, 2021 as reported in the
Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 22, 2021.
GX
Sponsor II LLC is the record holder of the shares of Class B common stock reported herein. Cooper Road, LLC, an entity controlled by
Jay R. Bloom, and Dean C. Kehler, our co-Chairmen and Chief Executive Officers, are the managing members of GX Sponsor II LLC, and as
such Messrs. Bloom and Kehler have voting and investment discretion with respect to the common stock held of record by GX Sponsor II
LLC and may be deemed to have shared beneficial ownership of the common stock held directly by GX Sponsor II LLC. Each such entity or
person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein,
directly or indirectly.
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Item 5.
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Ownership of Five Percent
or Less of a Class
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Not
Applicable
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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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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 or Control Person
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Not
Applicable
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Item 8.
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Identification and Classification
of Members of the Group
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Not
Applicable
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Item 9.
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Notice of Dissolution of
Group
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Not
Applicable
Not
Applicable
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.
DATE: February 14, 2022
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GX Sponsor II LLC,
a Delaware limited liability company
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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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Managing Partner
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By:
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/s/
Dean C. Kehler
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Name:
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Dean C. Kehler
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Title:
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Managing Partner
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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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By:
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/s/
Dean C. Kehler
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Name:
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Dean C. Kehler
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Attention:
Intentional misstatements or omissions of fact constitute Federal criminal violations
(See
18 U.S.C. 1001)
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