UNITED ~~STATES SECURITIES~~ ~~AND EXCHANGE COMMISSION Washington, D.C. 20549~~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~~THE

~~Date of~~SECURITIES ~~report~~EXCHANGE ~~(Date~~ACT ofOF ~~earliest event reported): November 14, 2022~~1934

~~GX Acquisition~~Date ~~Corp.~~of II Report (~~Exact~~Date ~~name~~ of ~~registrant~~earliest asevent ~~specified~~reported): November in23, ~~its charter)~~2022

Delaware		001-40226		85-3189810
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification Number)

GX Acquisition Corp. II

(Exact name of registrant as specified in its charter)

Delaware		001-40226		85-3189810
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

1325 Avenue of the Americas, 28^th 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:

	☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

	☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

	☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

	☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one share of Class A Common Stock and one-third of one Redeemable Warrant	GXIIU	The NASDAQ Stock Market LLC
Units, each consisting of one share of Class A common stock, par value $0.0001 per share, and one-third of one Redeemable Warrant	GXIIU	The Nasdaq Stock Market LLC
Class A Common Stock, par value $0.0001 per share	GXII	The NASDAQ Stock Market LLC
Class A Common Stock, $.0001 par value per share	GXII	The Nasdaq Stock Market LLC
Warrants, each exercisable for one share of Class A Common Stock for $11.50 per share	GXIIW	The NASDAQ Stock Market LLC
Warrants, each exercisable for one share of Class A common stock, each whole Warrant exercisable for $11.50 per share	GXIIW	The Nasdaq Stock Market LLC

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 2 5.~~03 Creation~~08. ofShareholder aDirector ~~Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant~~Nominations.

~~On November 14, 2022, GX Acquisition Corp. II~~ (~~the “Company”~~a) ~~issued~~To ~~an unsecured promissory note (~~the ~~“Note”) in~~extent ~~the principal amount of $250~~applicable,~~000 to GX Sponsor II LLC (~~ the ~~“Sponsor”)~~information ~~for~~in ~~working~~Item ~~capital purpose~~8.01 ~~The Note is non-interest bearing and payable on the earlier~~ of: ~~(i)~~this ~~March~~Form ~~22,~~8-K ~~2023~~is ~~or,~~incorporated ~~if the Company has extended, in accordance with its organizational documents, the deadline~~ by ~~which~~reference itinto ~~must~~this ~~complete~~Item its initial business combination (the “Business Combination”), then such date, as extended by which the Company must complete the Business Combination, or (ii) the date on which the Company consummates the Business Combination5. ~~The principal balance may be prepaid at any time~~08.

~~A copy~~Item ~~of the Note is filed as Exhibit 10.1 to this Current Report on Form~~ 8~~-K and is incorporated herein by reference~~. ~~The disclosure set forth in this Item 2~~01.03 isOther ~~intended to be a summary only and is qualified in its entirety by reference to the Note~~Events.

~~Item~~On 9November 23, 2022, the Board of Directors of GX Acquisition Corp.01 ~~Financial~~II, ~~Statements~~a Delaware corporation (the “Company”) determined that the Company’s 2022 Annual Meeting of Stockholders (the “Annual Meeting”) will be held on Tuesday, December 28, 2022. The time and ~~Exhibits~~location of the Annual Meeting will be as set forth in the Company’s definitive proxy statement for the Annual Meeting to be filed with the Securities and Exchange Commission (“SEC”). Pursuant to the Company’s Bylaws (the “Bylaws”), stockholders seeking to bring business before the Annual Meeting or to nominate candidates for election as directors at the Annual Meeting must deliver such proposals or nominations to the principal executive offices of the Company, at 1325 Avenue of the Americas, 28th Floor New York, NY, Attention: CFO, not later than December 5, 2022. Any stockholder proposal or director nomination must comply with the requirements of Delaware law, the rules and regulations promulgated by the SEC and the Bylaws, as applicable.

~~(d) Exhibits~~1

Exhibit No.		Description
10.1		Promissory Note, dated November 14, 2022, issued by GX Acquisition Corp. II to GX Sponsor II LLC.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

*Pursuant ~~Schedule A~~ to ~~this~~the ~~exhibit~~requirements of ~~has~~the ~~been~~Securities ~~omitted~~Exchange ~~pursuant~~Act toof ~~Item~~1934, ~~601(b)(10)(iv)~~the ofregistrant ~~Regulation~~has ~~S-K.~~duly ~~The~~caused ~~Company~~this ~~hereby~~report ~~agrees~~ to ~~furnish~~be asigned ~~copy~~on ofits ~~the~~behalf ~~omitted~~by ~~exhibit to~~ the ~~SEC~~undersigned ~~upon~~hereunto duly ~~request~~authorized.

	GX Acquisition Corp. II

	By:	/s/ Andrea J. Kellett
		Name:	Andrea J. Kellett
		Title:	Chief Financial Officer

Dated: November 25, 2022

~~SIGNATURE~~2

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.

GX Acquisition Corp. II By: /s/ Andrea J. Kellett Name: Andrea J. Kellett Title: Chief Financial Officer

Dated: November 23, 2022

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