--- schema_version: "secwatch.filing_event.v1" accession: "0001213900-23-022086" form_type: "8-K" ticker: null cik: "0001826669" company_name: "ELK CREEK RESOURCES CORP." filed_at: "2023-03-22T23:59:59+00:00" generated_at: "2026-06-17T21:36:13.310703+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.75 calibrated_materiality_score: 0.75 confidence: "high" source: SEC EDGAR --- # GX Acquisition Corp. II completes business combination with NioCorp, changes name to Elk Creek Resources Corp. ## Summary - 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. ## SEC filing metadata - accession: 0001213900-23-022086 - form_type: 8-K - cik: 0001826669 - company_name: ELK CREEK RESOURCES CORP. - filed_at: 2023-03-22T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.75 - calibrated_materiality_score: 0.75 - confidence: high - sec_items: 2.01, 3.01, 3.02, 3.03, 5.01, 4.01, 5.02, 5.06, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1826669/000121390023022086/0001213900-23-022086-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1826669/000121390023022086/ea175424-8k_elkcreek.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001213900-23-022086 - JSON: https://secwatch.observer/filing/0001213900-23-022086.json - Plain text: https://secwatch.observer/filing/0001213900-23-022086.txt ## Key facts - Auditor Changes ELK CREEK RESOURCES CORP. engaged BDO USA, LLP as its auditor. - Action: engagement - Auditor: BDO USA, LLP source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1826669/000121390023022086/0001213900-23-022086-index.htm - Auditor Changes ELK CREEK RESOURCES CORP. dismissed Marcum, LLP as its auditor. - Action: dismissal - Auditor: Marcum, LLP - Successor: BDO USA, LLP source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1826669/000121390023022086/0001213900-23-022086-index.htm - Executive change 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1826669/000121390023022086/0001213900-23-022086-index.htm - Executive change 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1826669/000121390023022086/0001213900-23-022086-index.htm - Executive change Jordan Bloom departed as officer at ELK CREEK RESOURCES CORP.. - Action: ceased to serve - Role: officer source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1826669/000121390023022086/0001213900-23-022086-index.htm - Executive change 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 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1826669/000121390023022086/0001213900-23-022086-index.htm - Executive change Dean C. Kehler departed as officer at ELK CREEK RESOURCES CORP.. - Action: ceased to serve - Role: officer source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1826669/000121390023022086/0001213900-23-022086-index.htm - Executive change Andrea J. Kellett departed as officer at ELK CREEK RESOURCES CORP.. - Action: ceased to serve - Role: officer source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1826669/000121390023022086/0001213900-23-022086-index.htm - Executive change 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1826669/000121390023022086/0001213900-23-022086-index.htm - Executive change 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1826669/000121390023022086/0001213900-23-022086-index.htm - Executive change 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 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1826669/000121390023022086/0001213900-23-022086-index.htm - Executive change Scott Honan was appointed as President at ELK CREEK RESOURCES CORP.. - Action: appointed - Role: President source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1826669/000121390023022086/0001213900-23-022086-index.htm - Executive change Jay R. Bloom departed as officer at ELK CREEK RESOURCES CORP.. - Action: ceased to serve - Role: officer source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1826669/000121390023022086/0001213900-23-022086-index.htm - Executive change 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1826669/000121390023022086/0001213900-23-022086-index.htm - Executive change Arthur Baer departed as officer at ELK CREEK RESOURCES CORP.. - Action: ceased to serve - Role: officer source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1826669/000121390023022086/0001213900-23-022086-index.htm - Executive change Michael Maselli departed as officer at ELK CREEK RESOURCES CORP.. - Action: ceased to serve - Role: officer source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1826669/000121390023022086/0001213900-23-022086-index.htm - Executive change 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 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1826669/000121390023022086/0001213900-23-022086-index.htm - Executive change Neal Shah was appointed as Treasurer and Secretary at ELK CREEK RESOURCES CORP.. - Action: appointed - Role: Treasurer and Secretary source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1826669/000121390023022086/0001213900-23-022086-index.htm - M&A Transactions 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 source text: the transactions contemplated by the Business Combination Agreement were consummated and closed on March 17, 2023 (the “Closing Date”). evidence_url: https://www.sec.gov/Archives/edgar/data/1826669/000121390023022086/0001213900-23-022086-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.