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

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

~~SECURITIES~~Date ~~EXCHANGE~~of ~~ACT~~report OF(Date ~~1934~~of earliest event reported): January 10, 2023

~~Date of~~GX ~~Report~~Acquisition Corp. II (~~Date~~Exact name of ~~earliest~~registrant ~~event~~as ~~reported): December~~specified ~~28,~~in ~~2022~~its charter)

GX Acquisition Corp. II

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

(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, 28th 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, par value $0.0001 per share, and one-third of one Redeemable Warrant	GXIIU	The Nasdaq Stock Market LLC
Units, each consisting of one share of Class A Common Stock and one-third of one Redeemable Warrant	GXIIU	The NASDAQ Stock Market LLC
Class A Common Stock, $.0001 par value per share	GXII	The Nasdaq Stock Market LLC
Class A Common Stock, par value $0.0001 per share	GXII	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
Warrants, each exercisable for one share of Class A Common Stock 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 5 2.~~07. Submission~~03 Creation of ~~Matters~~a toDirect aFinancial ~~Vote~~Obligation or an Obligation under an Off-Balance Sheet Arrangement of ~~Security~~a ~~Holders~~Registrant.

On ~~December~~January 2810, ~~2022~~2023, GX Acquisition Corp. II (the “Company”) ~~held~~issued ~~its~~an ~~2022~~unsecured ~~annual~~promissory ~~meeting~~note ~~of stockholders~~ (the “~~Meeting~~Note”). in At the ~~Meeting~~principal amount of $235,000 ~~stockholders~~to GX Sponsor II LLC (ithe “Sponsor”) ~~re-elected~~for ~~one~~working ~~director~~capital topurpose. ~~serve~~The asNote is ~~the~~non-interest ~~Class~~bearing Iand ~~director~~payable on the ~~Company’s board~~earlier of: ~~directors~~ (~~the “Board”~~i) ~~until~~March ~~the~~22, ~~2025~~2023 ~~annual~~or, ~~meeting~~if ofthe ~~stockholders~~Company orhas ~~until~~extended, ~~his~~in ~~successor~~accordance iswith ~~duly~~its ~~elected~~organizational ~~and~~documents, ~~qualified~~the ~~and~~deadline by which it must complete its initial business combination (iithe “Business Combination”), ~~ratified~~then ~~the~~such date, ~~selection~~as extended by which the ~~audit~~Company ~~committee~~must ofcomplete the ~~Board~~Business ofCombination, ~~Marcum~~or ~~LLP~~(ii) tothe ~~serve~~date ason which the Company’s ~~independent~~consummates the ~~registered~~Business ~~public~~Combination. ~~accounting~~The ~~firm~~principal ~~for~~balance ~~the~~may ~~year~~be ~~ending~~prepaid ~~December~~at ~~31,~~any ~~2022~~time.

~~Set~~A copy 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 ~~below~~in ~~are~~this ~~the~~Item ~~final~~2.03 ~~voting~~is ~~results~~intended ~~for~~to ~~each~~be ofa summary only and is qualified in its entirety by reference to the ~~proposals:~~Note.

~~Proposal~~Item No9.01 1Financial –Statements ~~Election~~and ~~of directors~~Exhibits.

~~Hillel Weinberger~~(d) ~~was re-elected to serve as the Class I director. The voting results were as follows:~~Exhibits

	For	Abstain	Broker Non-Votes
Exhibit No.	Description
Hillel Weinberger	17,810,543	8,924,632	6,192,047
10.1	Promissory Note, dated January 10, 2023, issued by GX Acquisition Corp. II to GX Sponsor II LLC.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

~~Proposal No~~* Schedule A to this exhibit has been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K. 2The –Company ~~Ratification~~hereby agrees to furnish a copy of ~~independent~~the ~~registered~~omitted ~~public~~exhibit ~~accounting~~to ~~firm~~the SEC upon request.

The Company’s stockholders ratified the selection of Marcum LLP to serve as the Company’s independent registered public accounting firm for the year ending December 31, 2022. The voting results were as follows:

For		Against		Abstain
32,899,672		25,254		2,296

SIGNATURE

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.

Dated: December 30, 2022	GX Acquisition Corp. II
	By:	/s/ Andrea J. Kellett
		Name:	Andrea J. Kellett
		Title:	Chief Financial Officer

GX Acquisition Corp. II

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

Dated: January 13, 2023

Filing Compare · ELK CREEK RESOURCES CORP.