Item 7.01. Regulation FD Disclosure.
As previously disclosed, on September 25, 2022, GX Acquisition Corp. II, a
Delaware corporation ("GX"), NioCorp Developments Ltd., a company organized
under the laws of the Province of British Columbia ("NioCorp"), and Big Red
Merger Sub Ltd, a Delaware corporation and a direct, wholly owned subsidiary of
NioCorp, entered into a business combination agreement (the "Business
Combination Agreement").The transactions contemplated by the Business
Combination Agreement were approved by a separate vote of the NioCorp
shareholders and the GX stockholders on March 10, 2023 and March 15, 2023,
respectively and were consummated on March 17, 2023.
On February 8, 2023, GX filed with the Securities and Exchange Commission a
definitive proxy statement (the "Definitive Proxy Statement") relating to GX's
special meeting of its stockholders (the "Special Meeting") contemplated to be
held on March 20, 2023 for the purpose of seeking an extension (the "Extension")
of the date by which GX must complete its initial business combination.
On March 17, 2023, GX announced that, because the transactions contemplated by
the Business Combination Agreement were consummated on March 17, 2023, it has
decided to (i) no longer pursue an Extension and (ii) cancel the Special Meeting
without bringing the proposal for an Extension to its stockholders. A copy of
the announcement by GX related to such determination is furnished as Exhibit
99.1 to this Current Report on Form 8-K.
The information in this Item 7.01 and Exhibit 99.1 shall not be deemed "filed"
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), or otherwise subject to the liabilities of that section,
nor shall it be deemed incorporated by reference in any filing under the
Securities Act of 1933, as amended, or the Exchange Act, except as expressly set
forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit Description
99.1 Press Release, dated March 17, 2023
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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