8-K
filed March 22, 2023, 7:59 PM ET
CIK 0001826669
M&A
confidence high
sentiment neutral
materiality 0.75
ELK CREEK RESOURCES CORP.: auditor change — GX Acquisition Corp. II completes business combination with NioCorp, changes name to Elk Creek Resources Corp.
ELK CREEK RESOURCES CORP.
- Each GX Class A share converted into 11.1829212 NioCorp shares (1.11829212 after 10-for-1 reverse split).
- 28.5M GX Class A shares redeemed; post-Transaction: 30.1M NioCorp common, 7.96M Class B, 15.7M warrants outstanding.
- Change in control: SPAC now wholly owned subsidiary of NioCorp; former sponsor GX Sponsor II LLC no longer controls.
- New board: Mark A. Smith, Scott Honan, Neal Shah appointed; Honan President, Shah Treasurer/Secretary.
- Auditor changed from Marcum LLP to BDO USA LLP; Marcum's prior report included going-concern explanatory paragraph.
Key facts
Extracted from this filing and checked against the source text.
Auditor Changes
SEC 8-K Item 4.01/4.02
confidence 0.9
ELK CREEK RESOURCES CORP. engaged BDO USA, LLP as its auditor.
- Action
- engagement
- Auditor
- BDO USA, LLP
Exact text from the filing
ratified, reaffirmed and confirmed the engagement of BDO USA, LLP (“BDO”), effective immediately, as NioCorp’s independent registered public accounting firm to audit NioCorp and its subsidiaries
View on SEC.gov
Auditor Changes
SEC 8-K Item 4.01/4.02
confidence 0.9
ELK CREEK RESOURCES CORP. dismissed Marcum, LLP as its auditor.
- Action
- dismissal
- Auditor
- Marcum, LLP
- Successor
- BDO USA, LLP
Exact text from the filing
Marcum, LLP (“Marcum”), the Company’s independent registered public accounting firm prior to the Transactions, was informed that it would be replaced by BDO as the Company’s independent registered public accounting firm, effective immediately.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Hillel Weinberger departed as member of the board of directors at ELK CREEK RESOURCES CORP..
- Action
- ceased to serve
- Role
- member of the board of directors
Exact text from the filing
each of Jay R. Bloom, Dean C. Kehler, Hillel Weinberger, Marc Mazur and James W. Harpel ceased to serve as a member of the board of directors of the Company, and any committee thereof
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
James W. Harpel departed as member of the board of directors at ELK CREEK RESOURCES CORP..
- Action
- ceased to serve
- Role
- member of the board of directors
Exact text from the filing
each of Jay R. Bloom, Dean C. Kehler, Hillel Weinberger, Marc Mazur and James W. Harpel ceased to serve as a member of the board of directors of the Company, and any committee thereof
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Jordan Bloom departed as officer at ELK CREEK RESOURCES CORP..
- Action
- ceased to serve
- Role
- officer
Exact text from the filing
each of Jay R. Bloom, Dean C. Kehler, Andrea J. Kellett, Michael Maselli, Arthur Baer and Jordan Bloom ceased to serve in his or her respective position as an officer of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Mark A. Smith was appointed as member of the board of directors at ELK CREEK RESOURCES CORP..
- Action
- appointed
- Role
- member of the board of directors
Exact text from the filing
the Company appointed (i) each of Mark A. Smith, Scott Honan and Neal Shah as a member of the board of directors and (ii) Scott Honan as President and Neal Shah as Treasurer and Secretary.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Dean C. Kehler departed as officer at ELK CREEK RESOURCES CORP..
- Action
- ceased to serve
- Role
- officer
Exact text from the filing
each of Jay R. Bloom, Dean C. Kehler, Andrea J. Kellett, Michael Maselli, Arthur Baer and Jordan Bloom ceased to serve in his or her respective position as an officer of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Andrea J. Kellett departed as officer at ELK CREEK RESOURCES CORP..
- Action
- ceased to serve
- Role
- officer
Exact text from the filing
each of Jay R. Bloom, Dean C. Kehler, Andrea J. Kellett, Michael Maselli, Arthur Baer and Jordan Bloom ceased to serve in his or her respective position as an officer of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Dean C. Kehler departed as member of the board of directors at ELK CREEK RESOURCES CORP..
- Action
- ceased to serve
- Role
- member of the board of directors
Exact text from the filing
each of Jay R. Bloom, Dean C. Kehler, Hillel Weinberger, Marc Mazur and James W. Harpel ceased to serve as a member of the board of directors of the Company, and any committee thereof
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Jay R. Bloom departed as member of the board of directors at ELK CREEK RESOURCES CORP..
- Action
- ceased to serve
- Role
- member of the board of directors
Exact text from the filing
each of Jay R. Bloom, Dean C. Kehler, Hillel Weinberger, Marc Mazur and James W. Harpel ceased to serve as a member of the board of directors of the Company, and any committee thereof
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Scott Honan was appointed as member of the board of directors at ELK CREEK RESOURCES CORP..
- Action
- appointed
- Role
- member of the board of directors
Exact text from the filing
the Company appointed (i) each of Mark A. Smith, Scott Honan and Neal Shah as a member of the board of directors and (ii) Scott Honan as President and Neal Shah as Treasurer and Secretary.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Scott Honan was appointed as President at ELK CREEK RESOURCES CORP..
- Action
- appointed
- Role
- President
Exact text from the filing
the Company appointed (i) each of Mark A. Smith, Scott Honan and Neal Shah as a member of the board of directors and (ii) Scott Honan as President and Neal Shah as Treasurer and Secretary.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Jay R. Bloom departed as officer at ELK CREEK RESOURCES CORP..
- Action
- ceased to serve
- Role
- officer
Exact text from the filing
each of Jay R. Bloom, Dean C. Kehler, Andrea J. Kellett, Michael Maselli, Arthur Baer and Jordan Bloom ceased to serve in his or her respective position as an officer of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Marc Mazur departed as member of the board of directors at ELK CREEK RESOURCES CORP..
- Action
- ceased to serve
- Role
- member of the board of directors
Exact text from the filing
each of Jay R. Bloom, Dean C. Kehler, Hillel Weinberger, Marc Mazur and James W. Harpel ceased to serve as a member of the board of directors of the Company, and any committee thereof
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Arthur Baer departed as officer at ELK CREEK RESOURCES CORP..
- Action
- ceased to serve
- Role
- officer
Exact text from the filing
each of Jay R. Bloom, Dean C. Kehler, Andrea J. Kellett, Michael Maselli, Arthur Baer and Jordan Bloom ceased to serve in his or her respective position as an officer of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Michael Maselli departed as officer at ELK CREEK RESOURCES CORP..
- Action
- ceased to serve
- Role
- officer
Exact text from the filing
each of Jay R. Bloom, Dean C. Kehler, Andrea J. Kellett, Michael Maselli, Arthur Baer and Jordan Bloom ceased to serve in his or her respective position as an officer of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Neal Shah was appointed as member of the board of directors at ELK CREEK RESOURCES CORP..
- Action
- appointed
- Role
- member of the board of directors
Exact text from the filing
the Company appointed (i) each of Mark A. Smith, Scott Honan and Neal Shah as a member of the board of directors and (ii) Scott Honan as President and Neal Shah as Treasurer and Secretary.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Neal Shah was appointed as Treasurer and Secretary at ELK CREEK RESOURCES CORP..
- Action
- appointed
- Role
- Treasurer and Secretary
Exact text from the filing
the Company appointed (i) each of Mark A. Smith, Scott Honan and Neal Shah as a member of the board of directors and (ii) Scott Honan as President and Neal Shah as Treasurer and Secretary.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
ELK CREEK RESOURCES CORP. underwent a change of control involving NioCorp Developments Ltd. (closed 2023-03-17).
- Action
- change of control
- Counterparty
- NioCorp Developments Ltd.
- Closing
- 2023-03-17
Exact text from the filing
the transactions contemplated by the Business Combination Agreement were consummated and closed on March 17, 2023 (the “Closing Date”).
View on SEC.gov
This headline and bullets were generated automatically by deepseek-v4-flash:cloud@v2 from the public filing. Read the source on SEC.gov before relying on any specific claim. Not investment advice.
See methodology for how this pipeline works.