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GX ACQUISITION CORP. INDEX TO FINANCIAL STATEMENT PAGE Report of Independent Registered Public Accounting Firm F-2 Balance Sheet F-3 Notes to Financial Statement F-4 F- 1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTIN

Key Takeaway: GX ACQUISITION CORP. INDEX TO FINANCIAL STATEMENT PAGE Report of Independent Registered Public Accounting Firm F-2 Balance Sheet F-3 Notes to Financial Statement F-4 REPORT OF INDEPENDENT REGISTERED PUBLIC To the Shareholders and Board of Directors GX Acquisition Corp.

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GX ACQUISITION CORP.
INDEX TO FINANCIAL STATEMENT
PAGE
Report of Independent Registered Public Accounting Firm F-2
Balance Sheet F-3
Notes to Financial Statement F-4
REPORT OF INDEPENDENT REGISTERED PUBLIC
To the Shareholders and Board of Directors
GX Acquisition Corp.
Opinion on the Financial Statement
We have audited the accompanying balance
sheet of GX Acquisition Corp. (the "Company") as of May 23, 2019, and the related notes (collectively referred to as
the "financial statement"). In our opinion, the financial statement presents fairly, in all material respects, the
financial position of the Company as of May 23, 2019 in conformity with accounting principles generally accepted in the United
This financial statement is the responsibility
of the Company's management. Our responsibility is to express an opinion on the Company's financial statement based
on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (the
"PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities
laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with
the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether
the financial statement is free of material misstatement, whether due to error or fraud. The Company is not required to have, nor
were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to
obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness
of the Company's internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures
to assess the risks of material misstatement of the financial statement, whether due to error or fraud, and performing procedures
that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures
in the financial statement. Our audit also included evaluating the accounting principles used and significant estimates made by
management, as well as evaluating the overall presentation of the financial statement. We believe that our audit provides a reasonable
basis for our opinion.
/s/ Marcum LLP
Marcum LLP
We have served as the Company's auditor since 2018.
New York, NY
May 30, 2019
GX ACQUISITION CORP.
ASSETS
Current assets
Cash $ 1,218,001
Prepaid expenses 143,200
Total Current Assets 1,361,201
Cash held in Trust Account 287,500,000
Total Assets $ 288,861,201
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Deferred underwriting fee payable $ 10,812,500
Total Liabilities 10,812,500
Commitments
Common stock subject to possible redemption, 27,304,870 shares at redemption value 273,048,700
Stockholders' Equity
Preferred stock, $0.0001 par value; 1,000,000 shares authorized, none issued and outstanding -
Class A common stock, $0.0001 par value; 100,000,000 shares authorized; 1,445,130 shares issued and outstanding (excluding 27,304,870 shares subject to possible redemption) 145
Class B common stock, $0.0001 par value; 10,000,000 shares authorized; 7,187,500 shares issued and outstanding 719
Additional paid-in capital 5,002,319
Accumulated deficit (3,182 )
Total Stockholders' Equity 5,000,001
Total Liabilities and Stockholders' Equity $ 288,861,201
The accompanying notes are an integral
part of the financial statement.
GX ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENT
NOTE 1. DESCRIPTION OF ORGANIZATION
AND BUSINESS OPERATIONS
GX Acquisition Corp. (the "Company")
is a blank check company incorporated in Delaware on August 24, 2018. The Company was formed for the purpose of effectuating a
merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one
or more businesses (the "Business Combination").The Company is an early stage and emerging growth company and, as such,
the Company is subject to all of the risks associated with early stage and emerging growth companies.
As of May 23, 2019, the Company had not
yet commenced any operations. All activity for the period August 24, 2018 (inception) through May 23, 2019 relates to the Company's
formation and the initial public offering (the "Initial Public Offering"), which is described below. The Company will
not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company
will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering.
The registration statement for the Company's
Initial Public Offering was declared effective on May 20, 2019. On May 23, 2019, the Company consummated the Initial Public Offering
of 28,750,000 units (the "Units" and, with respect to the shares of Class A common stock included in the Units sold,
the "Public Shares"), which includes the full exercise by the underwriter of the over-allotment option to purchase
an additional 3,750,000 Units, at $10.00 per Unit, generating gross proceeds of $287,500,000, which is described in Note 3.
Simultaneously with the closing of the
Initial Public Offering, the Company consummated the sale of 7,000,000 warrants (the "Private Placement Warrants")
at a price of $1.00 per Private Placement Warrant in a private placement to our sponsor, GX Sponsor LLC (the "Sponsor"),
generating gross proceeds of $7,000,000, which is described in Note 4.
Transaction costs amounted to $16,473,117,
consisting of $5,000,000 of underwriting fees, $10,812,500 of deferred underwriting fees and $660,617 of other offering costs.
In addition, $1,218,001 of cash was held outside of the Trust Account (as defined below) and is available for working capital purposes.
Following the closing of the Initial
Public Offering on May 23, 2019, an amount of $287,500,000 ($10.00 per Unit) from the net proceeds of the sale of the Units
in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the "Trust
Account") which will be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the
Investment Company Act of 1940, as amended (the "Investment Company Act"), with a maturity of 180 days or less or
in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the
Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination or
(ii) the distribution of the funds in the Trust Account to the Company's shareholders, as described below.
The Company's management has broad
discretion with respect to the specific application of the net proceeds of the Initial Public Offering and sale of the Private
Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business
Combination. NASDAQ rules provide that the Business Combination must be with one or more target businesses that together have a
fair market value equal to at least 80% of the balance in the Trust Account (as defined below) (less any deferred underwriting
commissions and taxes payable on income earned on the Trust Account) at the time of the signing a definitive agreement to enter
a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or
acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target
sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance
that the Company will be able to successfully effect a Business Combination.
The Company will provide its holders of
the outstanding Public Shares (the "public shareholders") with the opportunity to redeem all or a portion of their
Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve
the Business Combination or (ii) by means of a tender offer. In connection with a proposed Business Combination, the Company may
seek shareholder approval of a Business Combination at a meeting called for such purpose at which shareholders may seek to redeem
their shares, regardless of whether they vote for or against a Business Combination. The Company will proceed with a Business Combination
only if the Company has net tangible assets of at least $5,000,001 either immediately prior to or upon such consummation of a Business
Combination and, if the Company seeks shareholder approval, a majority of the outstanding shares voted are voted in favor of the
Business Combination.
GX ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENT
If the Company seeks shareholder approval
of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company's Amended and
Restated Certificate of Incorporation provides that, a public shareholder, together with any affiliate of such shareholder or any
other person with whom such shareholder is acting in concert or as a "group" (as defined under Section 13 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act")), will be restricted from seeking redemption rights with respect
to 15% or more of the Public Shares without the Company's prior written consent.
The public shareholders will be entitled
to redeem their shares for a pro rata portion of the amount then in the Trust Account (initially $10.00 per share, plus any pro
rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations).
The per-share amount to be distributed to shareholders who redeem their shares will not be reduced by the deferred underwriting
commissions the Company will pay to the underwriter (as discussed in Note 6). There will be no redemption rights upon the completion
of a Business Combination with respect to the Company's warrants.
Last updated: May 23, 2019