UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

GX Acquisition Corp. II

(Name of Issuer)

Class A Common Stock, par value $0.0001 per share

(Title of Class of Securities)

36260F105

(CUSIP Number)

December 31, 2022

(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)

☒

Rule 13d-1(c)

☐

Rule 13d-1(d)

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on 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).

(Continued on the Following Pages)

(Page 1 of 7 Pages)

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CUSIP No. 36260F105

Page 3 of 7

CUSIP No. 36260F105

Page 4 of 7

CUSIP No. 36260F105

Page 5 of 7

CUSIP No. 36260F105

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This Amendment No. 2 (“Amendment No. 2”) is filed pursuant to Rule 13d-2(b) promulgated under the Securities Exchange Act of 1934, as amended, with respect to Class A Common Stock, par value $0.0001 per share (the “Shares”), of GX Acquisition Corp. II (the “Issuer”) beneficially owned by the Reporting Persons specified herein as of December 31, 2022, and amends and supplements the Schedule 13G filed March 29, 2021 as amended by Amendment No. 1 thereto filed February 2, 2022 (collectively, the “Schedule 13G”). Except as set forth herein, the Schedule 13G is unmodified.

The names of the persons filing this statement on Amendment No. 2 are: Linden Capital L.P., a Bermuda limited partnership (“Linden Capital”), Linden Advisors LP, a Delaware limited partnership (“Linden Advisors”), Linden GP LLC, a Delaware limited liability company (“Linden GP”), and Mr. Siu Min (Joe) Wong (“Mr. Wong,” and collectively, the “Reporting Persons”).

Item 4.

Ownership:

As of December 31, 2022, the Reporting Persons have ceased to be the beneficial owner of more than five percent of the outstanding Shares.

Item 5.

Ownership of Five Percent or Less of a Class:

If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following [X].

Item 10.

Certification:

By signing below, the undersigned certifies that, to the best of its 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 Sec. 240.14a-11.

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SIGNATURES

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct.

Dated: February 01, 2023


LINDEN CAPITAL L.P.

By:		Linden GP LLC, its general partner

By:		/S/ Saul Ahn
		Saul Ahn,
		Authorized Signatory

LINDEN GP LLC

By:		/S/ Saul Ahn
		Saul Ahn,
		Authorized Signatory

LINDEN ADVISORS LP

By:		/S/ Saul Ahn
		Saul Ahn,
		General Counsel

SIU MIN WONG

By:		/S/ Saul Ahn
		Saul Ahn, Attorney-in-Fact for Siu Min Wong**

**	Duly authorized under Siu Min Wong’s Power of Attorney, dated June 10, 2019, incorporated herein by reference to Exhibit B of the statement on Schedule 13G filed by Linden Capital L.P. on June 19, 2019 in respect of its holdings in Haymaker Acquisition Corp II.

NAMES OF REPORTING PERSONS

LINDEN CAPITAL L.P.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☒ (b) ☐

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Bermuda

GX Acquisition Corp. II SC 13G/A