SC 13G 1 ea155489-13ggxspo_gxacq2.htm SCHEDULE 13G

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:

☐

Rule 13d-1(b)

☐

Rule 13d-1(c)

☒

Rule 13d-1(d)

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.

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

1.	Names of Reporting Persons GX Sponsor II LLC
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
3.	SEC Use Only
4.	Citizenship or Place of Organization Delaware

Number of

Beneficially

Owned By

Each

Reporting

Person

With:

Sole Voting Power

7,500,000⁽¹⁾⁽²⁾

Shared Voting Power

Sole Dispositive Power

7,500,000⁽¹⁾⁽²⁾

Shared Dispositive Power

9.	Aggregate Amount Beneficially Owned by Each Reporting Person 7,500,000⁽¹⁾⁽²⁾
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares See footnote (2) below.
11.	Percent of Class Represented by Amount in Row (9) 20%^(1)(2)(3)
12.	Type of Reporting Person (See Instructions) OO

CUSIP 36260F105

1.	Names of Reporting Persons Jay R. Bloom
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
3.	SEC Use Only
4.	Citizenship or Place of Organization United States of America

Number of

Beneficially

Owned By

Each

Reporting

Person

With:

Sole Voting Power

Shared Voting Power

7,500,000⁽¹⁾⁽²⁾

Sole Dispositive Power

Shared Dispositive Power

7,500,000⁽¹⁾⁽²⁾

9.	Aggregate Amount Beneficially Owned by Each Reporting Person 7,500,000⁽¹⁾⁽²⁾
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares See footnote (2) below.
11.	Percent of Class Represented by Amount in Row (9) 20%^(1)(2)(3)
12.	Type of Reporting Person (See Instructions) IN

CUSIP 36260F105

1.	Names of Reporting Persons Dean C. Kehler
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
3.	SEC Use Only
4.	Citizenship or Place of Organization United States of America

Number of

Beneficially

Owned By

Each

Reporting

Person

With:

Sole Voting Power

Shared Voting Power

7,500,000⁽¹⁾⁽²⁾

Sole Dispositive Power

Shared Dispositive Power

7,500,000⁽¹⁾⁽²⁾

9.	Aggregate Amount Beneficially Owned by Each Reporting Person 7,500,000⁽¹⁾⁽²⁾
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares See footnote (2) below.
11.	Percent of Class Represented by Amount in Row (9) 20%^(1)(2)(3)
12.	Type of Reporting Person (See Instructions) IN

(1)

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.

(2)

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.

(3)

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.

Item 1(a).

Name of Issuer

GX Acquisition Corp. II (the “Issuer”)

Item 1(b).

Address of the Issuer’s Principal Executive Offices

1325 Avenue of the Americas, 28th Floor

New York, NY 10019

Item 2(a).

Names of Persons Filing

GX Sponsor II LLC, Jay R. Bloom, and Dean C. Kehler (collectively, the “Reporting Persons”)

Item 2(b).

Address of the Principal Business Office, or if none, Residence:

1325 Avenue of the Americas, 28th Floor

New York, NY 10019

Item 2(c).

Citizenship

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.

Item 2(d).

Title of Class of Securities

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).

Item 2(e).

CUSIP Number

36260F105

Item 3.

If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

	☐	(a) Broker or Dealer registered under Section 15 of the Exchange Act.

	☐	(b) Bank as defined in Section 3(a)(b) or the Exchange Act.

	☐	(c) Insurance company as defined in Section 3(a)(19) of the Exchange Act.

	☐	(d) Investment company registered under Section 8 of the Investment Company Act.

	☐	(e) An Investment adviser in accordance with Rule 13d-1 (b)(1)(ii)(e).

	☐	(f) An employee benefit plan or endowment fund in accordance with Rule 13d 1(b)(1)(ii)(f).

	☐	(g) A Parent Holding Company or control person in accordance with Rule 13d 1(b)(1)(ii)(g).

	☐	(h) A Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act.

	☐	(i) A Church Plan that is excluded from the definition of an investment company under Section 3 (c)(14) of the Investment Company Act.

	☐	(j) Group, in accordance with Rule 13d-1 (b)(1)(ii)(j).

		Not applicable

Item 4.

Ownership

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.

Item 5.

Ownership of Five Percent or Less of a Class

Not Applicable

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 or Control Person

Not Applicable

Item 8.

Identification and Classification of Members of the Group

Not Applicable

Item 9.

Notice of Dissolution of Group

Not Applicable

Item 10.

Certification

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

	GX Sponsor II LLC, a Delaware limited liability company

	By:	/s/ Jay R. Bloom
	Name:	Jay R. Bloom
	Title:	Managing Partner

	By:	/s/ Dean C. Kehler
	Name:	Dean C. Kehler
	Title:	Managing Partner

	By:	/s/ Jay R. Bloom
	Name:	Jay R. Bloom

	By:	/s/ Dean C. Kehler
	Name:	Dean C. Kehler

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations

(See 18 U.S.C. 1001)

SEC Form SC 13G filed by GX Acquisition Corp. II