Notification That Quarterly Report Will Be Submitted Late (nt 10-q)
15 Noviembre 2021 - 4:35PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
12b-25
NOTIFICATION
OF LATE FILING
Commission
File Number 001- 40226
(Check
One):
|
☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form
N-CSR
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For
Period Ended: September 30, 2021
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|
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☐
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Transition
Report on Form 10-K
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☐
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Transition
Report on Form 20-F
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☐
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Transition
Report on Form 11-K
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☐
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Transition
Report on Form 10-Q
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|
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For
the Transition Period Ended: ____________
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Nothing
in this form shall be construed to imply that the Commission has verified any information contained herein.
If
the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates: N/A
PART
I – REGISTRANT INFORMATION
GX
Acquisition Corp. II
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Full
Name of Registrant
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N/A
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Former
Name, if Applicable
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1325
Avenue of the Americas, 28th Floor, Suite 2801
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Address
of Principal Executive Office (Street and Number)
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New
York, NY 10019
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City,
State and Zip Code
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PART
II – RULES 12b-25(b) AND (c)
If
the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b),
the following should be completed. (Check box if appropriate)
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(a)
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The
reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
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☒
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(b)
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The
subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion
thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report
or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the
fifth calendar day following the prescribed due date; and
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(c)
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The
accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.
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PART
III – NARRATIVE
State
below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof,
could not be filed within the prescribed time period. (Attached Extra Sheets if Needed)
GX
Acquisition Corp. II (the “Company”) is reevaluating the classification of its Class A common stock subject to possible redemption,
which were issued in connection with the Company’s initial public offering. In particular, Accounting Standards Codification (“ASC”)
480-10-S99, Distinguishing Liabilities from Equity, requires common stock with redemption features that are not solely within the Company’s
control to be classified outside of permanent equity. The Company previously classified a portion of the Class A common stock in permanent
equity. In connection with the reevaluation, the Company anticipates that its Class A common stock subject to possible redemption will
be reclassified as temporary equity in their entirety.
The Company is concurrently evaluating the materiality
of the anticipated reclassification, revision to earnings per share and other related accounting matters in accordance with Staff Accounting
Bulletin 99 and 108. The Company is working diligently to complete the Form 10-Q for the quarterly period ended September 30, 2021 (the
“Form 10-Q”) as soon as possible; however, given the scope of the process for determining the appropriate treatment of the
Class A common stock subject to possible redemption in accordance with ASC 480-10-S99, the Company is unable to complete and file the
Form 10-Q by the prescribed due date without unreasonable effort and expense. The Company anticipates that it will file its Form 10-Q
within the five-day grace period provided by Exchange Act Rule 12b-25.
PART
IV – OTHER INFORMATION
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(1)
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Name
and telephone number of person to contact in regard to this notification:
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Andrea
J. Kellett
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(212)
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616-3790
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(Name)
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(Area
Code)
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(Telephone
Number)
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(2)
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Have
all other periodic reports required under Section 13 or 15(d) of the Securities Exchange
Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months
or for such shorter period that the registrant was required to file such report(s) been filed?
If the answer is no, identify report(s).
☒ Yes ☐ No
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(3)
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Is
it anticipated that any significant change in results of operations from the corresponding
period for the last fiscal year will be reflected by the earnings statements to be included
in the subject report or portion thereof?
☐ Yes ☒ No
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If
so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why
a reasonable estimate of the results cannot be made.
Cautionary
Note Regarding Forward-Looking Statements
This Notification Of Late Filing on Form 12b-25
contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and such statements are
intended to be covered by the safe harbor provided by the same. These statements are based on the current beliefs and expectations of
the Company’s management and are subject to significant risks and uncertainties. The statements above regarding the impact of the
SEC guidance on the Company’s accounting for its public shares, constitute forward-looking statements that are based on the Company’s
current expectations. Because these forward-looking statements involve risks and uncertainties, there are important factors that could
cause future events to differ materially from those in the forward-looking statements, many of which are outside of the Company’s
control. These factors include, but are not limited to, a variety of risk factors affecting the Company’s business and prospects,
see “Risk Factors” in the Company’s final prospectus for its initial public offering, quarterly reports and subsequent
reports filed with the SEC, as amended from time to time. The Company does not undertake to update the forward-looking statements to reflect
the impact of circumstances or events that may arise after the date of the forward-looking statements.
GX
Acquisition Corp. II
(Name
of Registrant as Specified in Charter)
has
caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
Date: November
15, 2021
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By:
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/s/
Andrea J. Kellett
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Andrea
J. Kellett
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Chief
Financial Officer
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