Filing Details

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ___)* GX Acquisition Corp. II (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 36260F204** (CUSIP Number) March 18, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [x] Rule 13d-1(c) [ ] Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. ** Reflects the CUSIP number for the Issuers Units, each consisting of oneshare of Class A common stock and one-third of one redeemable warrant (the Units). The information required in the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13G CUSIP No. 36260F204 1 Names of Reporting Persons Atalaya Special Purpose Investment Fund II LP 2 Check the appropriate box if a member of a Group (see instructions) (a) [x] (b) [ ] 3 Sec Use Only 4 Citizenship or Place of Organization Delaware Number of Shares Beneficially Owned by Each Reporting Person With: 5 Sole Voting Power 0 6 Shared Voting Power 1,180,500 7 Sole Dispositive Power 0 8 Shared Dispositive Power 1,180,500 9 Aggregate Amount Beneficially Owned by Each Reporting Person 1,180,500 10 Check box if the aggregate amount in row (9) excludes certain shares (See Instructions) [] 11 Percent of class represented by amount in row (9) 3.9% 12 Type of Reporting Person (See Instructions) PN CUSIP No.36260F204 1 Names of Reporting Persons Atalaya Capital Management LP 2 Check the appropriate box if a member of a Group (see instructions) (a) [x] (b) [ ] 3 Sec Use Only 4 Citizenship or Place of Organization Delaware Number of Shares Beneficially Owned by Each Reporting Person With: 5 Sole Voting Power 0 6 Shared Voting Power 1,180,500 7 Sole Dispositive Power 0 8 Shared Dispositive Power 1,180,500 9 Aggregate Amount Beneficially Owned by Each Reporting Person 1,180,500 10 Check box if the aggregate amount in row (9) excludes certain shares (See Instructions) [] 11 Percent of class represented by amount in row (9) 3.9% 12 Type of Reporting Person (See Instructions) IA, PN CUSIP No. 36260F204 1 Names of Reporting Persons Corbin ERISA Opportunity Fund, Ltd. 2 Check the appropriate box if a member of a Group (see instructions) (a) [x] (b) [ ] 3 Sec Use Only 4 Citizenship or Place of Organization Cayman Islands Number of Shares Beneficially Owned by Each Reporting Person With: 5 Sole Voting Power 0 6 Shared Voting Power 433,650 7 Sole Dispositive Power 0 8 Shared Dispositive Power 433,650 9 Aggregate Amount Beneficially Owned by Each Reporting Person 433,650 10 Check box if the aggregate amount in row (9) excludes certain shares (See Instructions) [] 11 Percent of class represented by amount in row (9) 1.4% 12 Type of Reporting Person (See Instructions) OO CUSIP No. 36260F204 1 Names of Reporting Persons Corbin Opportunity Fund, L.P. 2 Check the appropriate box if a member of a Group (see instructions) (a) [x] (b) [ ] 3 Sec Use Only 4 Citizenship or Place of Organization Delaware Number of Shares Beneficially Owned by Each Reporting Person With: 5 Sole Voting Power 0 6 Shared Voting Power 185,850 7 Sole Dispositive Power 0 8 Shared Dispositive Power 185,850 9 Aggregate Amount Beneficially Owned by Each Reporting Person 185,850 10 Check box if the aggregate amount in row (9) excludes certain shares (See Instructions) [] 11 Percent of class represented by amount in row (9) 0.6% 12 Type of Reporting Person (See Instructions) PN CUSIP No.36260F204 1 Names of Reporting Persons Corbin Capital Partners Group, LLC 2 Check the appropriate box if a member of a Group (see instructions) (a) [x] (b) [ ] 3 Sec Use Only 4 Citizenship or Place of Organization Delaware Number of Shares Beneficially Owned by Each Reporting Person With: 5 Sole Voting Power 0 6 Shared Voting Power 619,500 7 Sole Dispositive Power 0 8 Shared Dispositive Power 619,500 9 Aggregate Amount Beneficially Owned by Each Reporting Person 619,500 10 Check box if the aggregate amount in row (9) excludes certain shares (See Instructions) [] 11 Percent of class represented by amount in row (9) 2.1% 12 Type of Reporting Person (See Instructions) OO CUSIP No. 36260F204 1 Names of Reporting Persons Corbin Capital Partners, L.P. 2 Check the appropriate box if a member of a Group (see instructions) (a) [x] (b) [ ] 3 Sec Use Only 4 Citizenship or Place of Organization Delaware Number of Shares Beneficially Owned by Each Reporting Person With: 5 Sole Voting Power 0 6 Shared Voting Power 619,500 7 Sole Dispositive Power 0 8 Shared Dispositive Power 619,500 9 Aggregate Amount Beneficially Owned by Each Reporting Person 619,500 10 Check box if the aggregate amount in row (9) excludes certain shares (See Instructions) [] 11 Percent of class represented by amount in row (9) 2.1% 12 Type of Reporting Person (See Instructions) IA, PN Item 1(a). Name of Issuer: GX Acquisition Corp. II Item 1(b). Address of Issuers Principal Executive Offices: 1325 Avenue of the Americas, 25th Floor, New York, NY 10019 Item 2(a). Name of Person Filing: This Statement is filed on behalf of the following persons (collectively, the Reporting Persons): i. Atalaya Special Purpose Investment Fund II LP (ASPIF II); ii. Atalaya Capital Management LP (ACM); iii. Corbin ERISA Opportunity Fund, Ltd. (Corbin); iv. Corbin Opportunity Fund, L.P. (COF); v. Corbin Capital Partners Group, LLC (CCPG); and vi. Corbin Capital Partners, L.P. (CCP). Item 2(b). Address of Principal Business Office or, if None, Residence: The address of the principal business office of each of ASPIF II and ACM is One Rockefeller Plaza, 32nd Floor, New York, NY 10020. The address of the principal business office of each of Corbin, CCPG, CCP and COF is 590 Madison Avenue, 31st Floor, New York, NY 10022. Item 2(c). Citizenship: Each of ASPIF II, ACM, CCP and COF is a Delaware limited partnership. Corbin is a Cayman Islands exempted company. CCPG is a Delaware limited liability company. Item 2(d). Title and Class of Securities: Class A Common Stock, par value $0.0001 per share (the Shares) Item 2(e). CUSIP Number: 36260F204 Item 3. If This Statement is Filed Pursuant to 240.13d-1(b) or 240.13d-2(b) or (c), Check Whether the Person Filing is a: This Item 3 is not applicable. Item 4(a). Amount Beneficially Owned: As of the date hereof, ASPIF II may be deemed the beneficial owner of 1,180,500 Shares underlying Units. ACM may be deemed the beneficial owner of 1,180,500 Shares underlying Units, which amount includes the 1,180,500 Shares underlying Units beneficially owned by ASPIF II. Each of CCPG and CCP may be deemed the beneficial owner of 619,500 Shares underlying Units, which amount includes the (i) 433,650 Shares underlying Units beneficially owned by Corbin, and (ii) 185,850 Shares underlying Units beneficially owned by COF. Item 4(b). Percent of Class: As of the date hereof, ASPIF II may be deemed the beneficial owner of approximately 3.9% of Shares outstanding. ACM may be deemed the beneficial owner of approximately 3.9% of Shares outstanding, which amount includes the 3.9% of Shares outstanding beneficially owned by ASPIF II. Each of CCPG and CCP may be deemed the beneficial owner of approximately 2.1% of Shares outstanding, which amount includes (i) 1.4% of Shares outstanding beneficially owned by Corbin and (ii) 0.6% of Shares outstanding beneficially owned by COF. (These percentages are based on 30,000,000 Shares outstanding as reported in the Issuers Prospectus filed with the Securities and Exchange Commission on March 18, 2021.) Item 4(c). Number of shares as to which such person has: ASPIF II: (i) Sole power to vote or to direct the vote: 0 (ii) Shared power to vote or to direct the vote: 1,180,500 (iii) Sole power to dispose or to direct the disposition of: 0 (iv) Shared power to dispose or to direct the disposition of: 1,180,500 ACM: (i) Sole power to vote or to direct the vote: 0 (ii) Shared power to vote or to direct the vote: 1,180,500 (iii) Sole power to dispose or to direct the disposition of: 0 (iv) Shared power to dispose or to direct the disposition of: 1,180,500 Corbin: (i) Sole power to vote or to direct the vote: 0 (ii) Shared power to vote or to direct the vote: 433,650 (iii) Sole power to dispose or to direct the disposition of: 0 (iv) Shared power to dispose or to direct the disposition of: 433,650 COF: (i) Sole power to vote or to direct the vote: 0 (ii) Shared power to vote or to direct the vote: 185,850 (iii) Sole power to dispose or to direct the disposition of: 0 (iv) Shared power to dispose or to direct the disposition of: 185,850 CCPG: (i) Sole power to vote or to direct the vote: 0 (ii) Shared power to vote or to direct the vote: 619,500 (iii) Sole power to dispose or to direct the disposition of: 0 (iv) Shared power to dispose or to direct the disposition of: 619,500 CCP: (i) Sole power to vote or to direct the vote: 0 (ii) Shared power to vote or to direct the vote: 619,500 (iii) Sole power to dispose or to direct the disposition of: 0 (iv) Shared power to dispose or to direct the disposition of: 619,500 The Shares are directly held by ASPIF II, Corbin and COF (the Direct Holders). As ASPIF IIs investment manager, ACM has the power to vote and direct the disposition of all Shares held by ASPIF II. As Corbin and COFs investment manager, CCP has the power to vote and direct the disposition of all Shares held by Corbin and COF. This report shall not be deemed an admission that ACM, CCP, the Direct Holders or any other person is the beneficial owner of the securities reported herein for purposes of Section 13 of the Act, or for any other purpose. Item 5. Ownership of Five Percent or Less of a Class. This Item 5 is not applicable. Item 6. Ownership of more than Five Percent on Behalf of Another Person. This Item 6 is not applicable. Item 7. Identification and classification of the subsidiary which acquired the security being reported on by the parent holding company or control person. This Item 7 is not applicable. Item 8. Identification and classification of members of the group. ASPIF II, ACM, Corbin, CCPG, CCP and COF may be deemed members of a group, as defined in Rule 13d-5 under the Act, with respect to the Shares. Such group may be deemed to beneficially own 1,800,000 Shares. Corbin, CCPG, CCP and COF disclaim beneficial ownership over the Shares held directly by ASPIF II. ASPIF II and ACM disclaim beneficial ownership over the Shares held directly by Corbin and COF. Item 9. Notice of Dissolution of Group. Not applicable Item 10. Certifications. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under 240.14a-11. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Atalaya Special Purpose Investment Fund II LP By: /s/ Drew Phillips Name: Drew Phillips Title: Authorized Signatory Atalaya Capital Management LP By: /s/ Drew Phillips Name: Drew Phillips Title: Authorized Signatory Corbin ERISA Opportunity Fund, Ltd. By: Corbin Capital Partners, L.P., its Investment Manager By: /s/ Daniel Friedman Name: Daniel Friedman Title: General Counsel Corbin Opportunity Fund, L.P. By: Corbin Capital Partners, L.P., its Investment Manager By: /s/ Daniel Friedman Name: Daniel Friedman Title: General Counsel Corbin Capital Partners Group, LLC By: /s/ Daniel Friedman Name: Daniel Friedman Title: Authorized Signatory Corbin Capital Partners, L.P. By: /s/ Daniel Friedman Name: Daniel Friedman Title: General Counsel March 29, 2021 The original statement shall be signed by each person on whose behalf the statementis filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of this filing person), evidence of the representatives authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature. Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001). EXHIBIT INDEX Ex. A. Joint Filing Agreement Exhibit A JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Class A common stock GX Acquisition Corp. II, filed March 29, 2021 is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. Atalaya Special Purpose Investment Fund II LP By: /s/ Drew Phillips Name: Drew Phillips Title: Authorized Signatory Atalaya Capital Management LP By: /s/ Drew Phillips Name: Drew Phillips Title: Authorized Signatory Corbin ERISA Opportunity Fund, Ltd. By: Corbin Capital Partners, L.P., its Investment Manager By: /s/ Daniel Friedman Name: Daniel Friedman Title: General Counsel Corbin Opportunity Fund, L.P. By: Corbin Capital Partners, L.P., its Investment Manager By: /s/ Daniel Friedman Name: Daniel Friedman Title: General Counsel Corbin Capital Partners Group, LLC By: /s/ Daniel Friedman Name: Daniel Friedman Title: Authorized Signatory Corbin Capital Partners, L.P. By: /s/ Daniel Friedman Name: Daniel Friedman Title: General Counsel March 29, 2021