GX ACQUISITION CORP. II : Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits (form 8-K)

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On January 10, 2023, GX Acquisition Corp. II (the "Company") issued an unsecured promissory note (the "Note") in the principal amount of $235,000 to GX Sponsor II LLC (the "Sponsor") for working capital purpose. The Note is non-interest bearing and payable on the earlier of: (i) March 22, 2023 or, if the Company has extended, in accordance with its organizational documents, the deadline by which it must complete 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 Combination. The principal balance may be prepaid at any time.

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 in this Item 2.03 is intended to be a summary only and is qualified in its entirety by reference to the Note.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits



Exhibit No.   Description

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).

* Schedule A to this exhibit has been omitted pursuant to Item 601(b)(10)(iv) of

Regulation S-K. The Company hereby agrees to furnish a copy of the omitted

exhibit to the SEC upon request.

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