GXII SEC filings, in plain English
Everything GX Acquisition Corp. II has filed with the SEC that we hold — 40 filings, newest first, 2 with a plain-English summary of what changed and why it matters. Every row links to the primary document on EDGAR, so you can check the source rather than trust us.
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live EDGAR captureNew filings appear here within minutes of hitting EDGAR; summaries follow once the pipeline has read them.
- What changed vs 2022-03-25trust $300.0M → $303.2M +1%deadline 2023-03-22 → 2023-06-22
trust account, combination deadline, going-concern doubt +22 moved · 3 with no prior record of ours
- Trust account
- $300.0M$303.2M
- Combination deadline
- 2023-03-222023-06-22
- Going-concern doubt
- stated · unchanged
- Mandate language
- we intend to target businesses larger than we could acquire …not matched in this filing
- Redeemable shares
- 30.0M · unchanged
SpacBrain reads this as $3,146,065 was added to the trust between the two filings.
The clause …“operating activities. As of December 31, 2022, we had marketable securities held in the trust account of $303,162,732 (including $3,162,732 of interest income) consisting of a money market fund invested in U.S. Treasury Bills.”…
SpacBrain reads this as 92 days later than the previous record.
The clause …“the Company has to consummate a business combination from March 22, 2023 to June 22, 2023 and (ii) adjourn the Extension Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon”…
The clause …“accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a “going concern” given that the Company’s business plan is dependent on the completion of a business”…
The clause …“200,000,000 shares authorized; no shares issued or outstanding (excluding 30,000,000 shares subject to possible redemption) at December 31, 2022 and 2021, respectively — — Class B common stock, $ 0.0001 par value; 20,000,000 shares”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: GX Acquisition Corp. II set a special meeting for March 20, 2023, held exclusively by live webcast, to amend its charter and extend the deadline three months, from March 22, 2023 to June 22, 2023, for the transactions under its September 25, 2022 combination agreement with NioCorp Developments. If the amendment is not approved and no combination closes by March 22, 2023, it will terminate that agreement, wind up, and redeem the Class A shares within ten business days at the trust amount less up to $100,000 of interest for dissolution expenses. Why it matters: The consequence of a no vote is spelled out with unusual clarity: the NioCorp deal is terminated and the trust is paid out, so this is a straight referendum on whether to keep the transaction alive for three more months. Holders redeeming receive the full pro rata trust value including interest not released for taxes. Because only three months are being sought rather than the six or nine common at the time, the company is signalling it expects to reach a deal vote quickly, which limits how long capital stays tied up for those who stay.
What changed vs 2022-12-07deadline 2023-03-22 → 2023-06-22combination deadline, trust account1 moved · 1 with no prior record of ours
- Combination deadline
- 2023-03-222023-06-22
- Trust account
- not previously extracted$303.6M
SpacBrain reads this as 92 days later than the previous record.
The clause “Shares (as defined below) if the Corporation is unable to complete its initial Business Combination on or before June 22, 2023 (the “ Deadline Date ”) and (iii) the redemption of shares in connection with a vote seeking to amend any”…
The clause “Trust Account earning interest. As of January 13, 2023, there was approximately $303,560,016 held in the Trust Account. The Company’s Sponsor has agreed (a) to waive its redemption rights with respect to its Founder Shares and GX Class A”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: GX Acquisition Corp. II filed a joint proxy and prospectus registering 510,686,738 NioCorp common shares and 15,666,667 NioCorp assumed warrants issuable to GX securityholders under the September 25, 2022 combination agreement. NioCorp set its shareholder meeting for March 10, 2023 with a February 1, 2023 record date, and its share issuance proposal expressly contemplates the possible creation of GX Sponsor II LLC as a control person. Why it matters: Registering 510.7 million NioCorp shares against a SPAC trust of roughly $304 million shows the scale of issuance the target is undertaking, and NioCorp's own shareholders are being asked to approve a transaction that may hand control to the SPAC sponsor. The parallel YA II PN private placement is a convertible financing that typically prices at a discount and adds dilution beyond the deal itself. GX public holders can redeem at about $10.14, a fully funded cash exit, rather than accept shares in a critical minerals developer still years from production.
minimum cash conditionnothing moved · 1 with no prior record of ours
- Minimum cash condition
- not previously extracted$15.0M
SpacBrain reads this as the min-cash condition binds at $15,000,000.
The clause …“would not be burdened with such expenses. Thus, the parties agreed that a minimum cash condition of $15,000,000 would be appropriate given the estimated amount of cash transaction expenses expected in connection with the”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
- What changed vs 2022-08-11trust $300.2M → $300.9M +0%
trust account, combination deadline, going-concern doubt +11 moved · 3 with no prior record of ours
- Trust account
- $300.2M$300.9M
- Combination deadline
- 2023-03-22 · unchanged
- Going-concern doubt
- stated · unchanged
- Redeemable shares
- 30.0M · unchanged
SpacBrain reads this as $733,728 was added to the trust between the two filings.
The clause …“taxes 229,403 — Total Current Assets 478,002 1,251,244 Marketable securities held in Trust Account 300,912,070 300,016,667 TOTAL ASSETS $ 301,390,072 $ 301,267,911 LIABILITIES AND STOCKHOLDERS’ DEFICIT Current liabilities Accounts”…
The clause …“about an Entity’s Ability to Continue as a Going Concern,” the Company has until March 22, 2023, to consummate a Business Combination, including the Transaction. It is uncertain that we will be able to consummate a Business”…
The clause …“to cease operations and liquidate the Trust Account. These conditions raise substantial doubt about the Company’s ability to continue as a going concern one year from the date that these financial statements are issued. In connection”…
The clause …“Class A common stock, $ 0.0001 par value; 200,000,000 shares authorized; 30,000,000 shares subject to possible redemption at redemption value as of September 30, 2022 and December 31, 2021 300,882,070 300,000,000 Stockholders’”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
In plain English
Redemption deadlinethe last day to hand shares back for cash
Set by the filing that calls the meeting. Tender after it and the company is under no obligation to pay you the trust value.
Cash in trust / trust per sharethe cash the company is holding for each public share
Filed quarterly in the 10-Q's XBRL. It earns interest between filings, so the figure on a given day is slightly higher than the last filed one — where we show that we label it an estimate.
Accession numberthe SEC's unique id for one filing
Every figure on this page carries the accession of the filing that states it, so you can open the primary document rather than trust us.