EOCW.WS / Elliott Opportunity II Corp. Redeemable warrants, each whole warrant exercisable for one Class A ord - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

Elliott Opportunity II Corp. Redeemable warrants, each whole warrant exercisable for one Class A ord
US ˙ NYSE ˙ KYG300921114
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Mga Batayang Estadistika
LEI 549300796AMMETN58424
CIK 1843862
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Elliott Opportunity II Corp. Redeemable warrants, each whole warrant exercisable for one Class A ord
SEC Filings (Chronological Order)
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July 21, 2023 15-12G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

15-12G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-40549 ELLIOTT OPPORTUNITY II CORP. (Exact name of registrant as s

July 11, 2023 EX-99.25

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on July 24, 2023, pursuant to the provisions of Rule 12d2-2 (a).

June 26, 2023 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): June 26, 2023 (June 25, 2023) ELLIOTT OPPORTUNITY II CORP (Exact name of registrant as specified in its charter) Cayman Islands 001-40549 N/A (State or other jurisdiction of i

June 26, 2023 EX-99.1

Elliot Opportunity II Corp. Announces Redemption of Class A Ordinary Shares

EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE Elliot Opportunity II Corp. Announces Redemption of Class A Ordinary Shares West Palm Beach, FL – June 25, 2023 – Elliott Opportunity II Corp. (the “Company”) today announced that it will redeem all of its outstanding Class A ordinary shares (the “Class A Ordinary Shares”), effective as of July 11, 2023, because the Company will not consummate an initial

June 20, 2023 EX-99.25

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange ("NYSE" or the "Exchange") hereby notifies the Securities and Exchange Commission (the "Commission") of its intention to remove the entire class of Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.

June 6, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): June 6, 2023 (June 1, 202

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): June 6, 2023 (June 1, 2023) ELLIOTT OPPORTUNITY II CORP (Exact name of registrant as specified in its charter) Cayman Islands 001-40549 N/A (State or other jurisdiction of inc

May 11, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . ELLIOTT OPPORTUNITY II CORP. (Exac

March 16, 2023 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SE

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER 001-40549 Elliott

February 14, 2023 SC 13G

EOCW / Elliott Opportunity II Corp. / ARISTEIA CAPITAL LLC Passive Investment

SC 13G 1 sc13gelliottopportunity.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. *) Elliott Opportunity II Corp. (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G30092103 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this St

February 14, 2023 SC 13G/A

EOCW / Elliott Opportunity II Corp. / CITADEL ADVISORS LLC - SC 13G/A Passive Investment

SC 13G/A 1 tm233236-9sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 2)* Elliott Opportunity II Corp. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share

February 14, 2023 EX-99.1

Joint Filing Agreement, dated as of February 14, 2023, by and among the Reporting Persons

EX-99.1 2 ea173491ex99-1elliott2.htm JOINT FILING AGREEMENT, DATED AS OF FEBRUARY 14, 2023, BY AND AMONG THE REPORTING PERSONS EXHIBIT 99.1 JOINT FILING AGREEMENT Each of the undersigned hereby acknowledges and agrees, in compliance with the provisions of Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, that the Schedule 13G to which this Agreement is attached as

February 14, 2023 SC 13G/A

EOCW / Elliott Opportunity II Corp. / Elliott Investment Management L.P. - ELLIOTT OPPORTUNITY II CORP. Passive Investment

SC 13G/A 1 p23-0681sc13ga.htm ELLIOTT OPPORTUNITY II CORP. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Elliott Opportunity II Corp. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G30092103 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Fili

February 14, 2023 SC 13G/A

EOCW / Elliott Opportunity II Corp. / CANTOR FITZGERALD SECURITIES - AMENDMENT NO. 1 TO SCHEDULE 13G Passive Investment

SC 13G/A 1 ea173491-13ga1cantorellio2.htm AMENDMENT NO. 1 TO SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 1)* Under the Securities Exchange Act of 1934 Elliott Opportunity II Corp (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Titles of Class of Securities) G30092103 (CUSIP Number) December 31, 2022 (Date of E

November 7, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSU

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . ELLIOTT OPPORTUNITY II CORP. (

August 29, 2022 SC 13G/A

EOCW / Elliott Opportunity II Corp. / Elliott Investment Management L.P. - ELLIOTT OPPORTUNITY II CORP. Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Elliott Opportunity II Corp. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G30092103 (CUSIP Number) December 31, 2021** (Date of Event Which Requires Filing of This Statement) Check the appropriate box to design

August 26, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 26, 2022 ELLIOTT OPPORTUNITY II CORP.

August 11, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ☐ TRANSITION REPORT PURSUANT T

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . ELLIOTT OPPORTUNITY II CORP. (Exact

May 31, 2022 SC 13G

EOCW / Elliott Opportunity II Corp. / CANTOR FITZGERALD SECURITIES - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. )* Under the Securities Exchange Act of 1934 Elliott Opportunity II Corp (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Titles of Class of Securities) G30092103 (CUSIP Number) May 18, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to desig

May 31, 2022 EX-99.1

Joint Filing Agreement, dated as of May 31, 2022, by and among the Reporting Persons

EXHIBIT 99.1 JOINT FILING AGREEMENT Each of the undersigned hereby acknowledges and agrees, in compliance with the provisions of Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, that the Schedule 13G to which this Agreement is attached as an Exhibit, and any amendments thereto, will be filed with the Securities and Exchange Commission jointly on behalf of the und

May 16, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ☐ TRANSITION REPORT PURSUANT

Table of Contents Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

April 14, 2022 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SE

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER 001-40549 Elliott

March 31, 2022 NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One) ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CSR For Period Ended: December 31, 2021 ☐ Transition Repo

NT 10-K 1 d309691dnt10k.htm NT 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One) ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CSR For Period Ended: December 31, 2021 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q

February 14, 2022 SC 13G/A

EOCW / Elliott Opportunity II Corp. / CITADEL ADVISORS LLC - ELLIOTT OPPORTUNITY II CORP. Passive Investment

\UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2 (Amendment No. 1)* Elliott Opportunity II Corp. (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (the ?Shares?) (Title of Class of Secur

February 14, 2022 SC 13G

EOCW / Elliott Opportunity II Corp. / Elliott Investment Management L.P. - ELLIOTT OPPORTUNITY II CORP. Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Elliott Opportunity II Corp. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G30092103 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate t

February 14, 2022 SC 13G

EOCW / Elliott Opportunity II Corp. / NAYA CAPITAL MANAGEMENT UK LTD - ELLIOTT OPPORTUNITY II CORP. Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Elliott Opportunity II Corp. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G30092103 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate t

January 27, 2022 8-K/A

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K/A (Amendment No.

January 27, 2022 EX-99.1

ELLIOTT OPPORTUNITY II CORP. Index to Financial Statement Page Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of July 1, 2021(As Restated) F-3 Notes to Financial Statement (As Restated) F-4

Exhibit 99.1 ELLIOTT OPPORTUNITY II CORP. Index to Financial Statement Page Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of July 1, 2021(As Restated) F-3 Notes to Financial Statement (As Restated) F-4 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Board of Directors of Elliott Opportunity II Corp. Opinion on the Financial Statement W

January 3, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 30, 2021 (December 29, 2021) ELLIOTT OPPORTUNITY II CORP.

November 23, 2021 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to ELLIOTT OPPORT

November 22, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

10-Q 1 d251919d10q.htm FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to ELLIOTT OPPORTUNI

November 22, 2021 8-K

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 22, 2021 ELLIOTT OPPORTUNITY II CORP.

November 15, 2021 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: September 30, 2021 ☐

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-SAR ? Form N-CSR For Period Ended: September 30, 2021 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 10-Q ? Transition Report

August 18, 2021 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 18, 2021 ELLIOTT OPPORTUNITY II CORP.

August 16, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ☐ TRANSITION REPORT PURSUANT T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . ELLIOTT OPPORTUNITY II CORP. (Exact name of registran

July 12, 2021 EX-99.1

JOINT FILING AGREEMENT

EX-99.1 2 tm2121965d2ex99-1.htm EXHIBIT 99.1 EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on Schedule 13G filed herewith (and any amendments thereto), relating to the Class A ordinary shares of Elliott Opportunity II Corp., a Cayman Islands exempted company, is being filed jointly with the Securities and Exchange Commission pursuant to Rule 13d-1(c) under the

July 12, 2021 SC 13G

EOCW.U / Elliott Opportunity II Corp. Units, each consisting of one Class A ordinary share and one-fourth of / CITADEL ADVISORS LLC - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2 (Amendment No. )* Elliott Opportunity II Corp. (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G30092129*

July 8, 2021 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 8, 2021 (July 1, 2021) ELLIOTT OPPORTUNITY II CORP.

July 8, 2021 EX-99.1

ELLIOTT OPPORTUNITY II CORP. Index to Financial Statement Page Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of July 1, 2021 F-3 Notes to Financial Statement F-4

Exhibit 99.1 ELLIOTT OPPORTUNITY II CORP. Index to Financial Statement Page Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of July 1, 2021 F-3 Notes to Financial Statement F-4 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Board of Directors of Elliott Opportunity II Corp. Opinion on the Financial Statement We have audited the acco

July 1, 2021 EX-10.4

Administrative Services Agreement between the Company and the Sponsor.

Exhibit 10.4 ELLIOTT OPPORTUNITY II SPONSOR L.P. c/o Elliott Investment Management L.P. Phillips Point, East Tower, 777 S. Flagler Drive, Suite 1000 West Palm Beach, FL 33401 June 28, 2021 Elliott Opportunity II Sponsor L.P. c/o Elliott Investment Management L.P. Phillips Point, East Tower, 777 S. Flagler Drive, Suite 1000 West Palm Beach, FL 33401 Re: Administrative Services Agreement Ladies and

July 1, 2021 EX-1.1

Underwriting Agreement by and among the Company, Credit Suisse Securities (USA) LLC, Citigroup Global Markets Inc., and UBS Securities LLC, as representatives of the underwriters named therein.

Exhibit 1.1 53,000,000 Units Elliott Opportunity II Corp. (formerly known as Wood Hill Opportunity Corp.) UNDERWRITING AGREEMENT June 28, 2021 Credit Suisse Securities (USA) LLC Eleven Madison Avenue, New York, NY 10010-3629 Citigroup Global Markets Inc. 388 Greenwich Street New York, NY 10013 UBS Securities LLC 1285 Avenue of the Americas New York, NY 10019 As Representatives of the several Under

July 1, 2021 EX-10.9

Indemnity Agreement, dated June 28, 2021, between the Company and Val Rahmani

Exhibit 10.9 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of June 28, 2021, by and between ELLIOTT OPPORTUNITY II CORP., a Cayman Islands exempted company (the ?Company?), and Val Rahmani (?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they ar

July 1, 2021 EX-99.1

Elliott Opportunity II Corp. Announces Pricing of Upsized $530 Million Initial Public Offering

Exhibit 99.1 Elliott Opportunity II Corp. Announces Pricing of Upsized $530 Million Initial Public Offering West Palm Beach, Florida ? June 28, 2021 ? Elliott Opportunity II Corp. (?Elliott Opportunity II? or the ?Company?) announced today that it priced its initial public offering of 53,000,000 units at $10.00 per unit. The units are expected to be listed on the New York Stock Exchange (?NYSE?) a

July 1, 2021 EX-3.1

Amended and Restated Memorandum and Articles of Association.

Exhibit 3.1 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF ELLIOTT OPPORTUNITY II CORP. (ADOPTED BY SPECIAL RESOLUTION DATED 28 JUNE 2021 AND EFFECTIVE ON 28 JUNE 2021) THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF ELLIOTT

July 1, 2021 EX-10.8

Indemnity Agreement, dated June 28, 2021, between the Company and Charles Phillips

Exhibit 10.8 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of June 28, 2021, by and between ELLIOTT OPPORTUNITY II CORP., a Cayman Islands exempted company (the ?Company?), and Charles Phillips (?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless th

July 1, 2021 EX-10.6

Indemnity Agreement, dated June 28, 2021, between the Company and Michael Capellas

Exhibit 10.6 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of June 28, 2021, by and between ELLIOTT OPPORTUNITY II CORP., a Cayman Islands exempted company (the ?Company?), and Michael Capellas (?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless th

July 1, 2021 EX-10.7

Indemnity Agreement, dated June 28, 2021, between the Company and Moira Kilcoyne

Exhibit 10.7 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of June 28, 2021, by and between ELLIOTT OPPORTUNITY II CORP., a Cayman Islands exempted company (the ?Company?), and Moira Kilcoyne (?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they

July 1, 2021 EX-10.5

Letter Agreement between the Company, the Sponsor and each director and officer of the Company.

Exhibit 10.5 June 28, 2021 Elliott Opportunity II Corp. Phillips Point, East Tower 777 S. Flagler Drive, Suite 1000 West Palm Beach, FL 33401 Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into by and among Elliott Opportunity II Corp., a Cayman Is

July 1, 2021 EX-99.2

Elliott Opportunity II Corp. Announces Closing of $609.5 Million Initial Public Offering, Including Full Exercise of Over-allotment Option

Exhibit 99.2 Elliott Opportunity II Corp. Announces Closing of $609.5 Million Initial Public Offering, Including Full Exercise of Over-allotment Option West Palm Beach, Florida ? July 1, 2021 ? Elliott Opportunity II Corp. (?Elliott Opportunity II? or the ?Company?) announced today the closing of its initial public offering of units at $10.00 per unit, including 7,950,000 units sold pursuant to th

July 1, 2021 EX-4.1

Warrant Agreement between Continental Stock Transfer & Trust Company and the Company.

Exhibit 4.1 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this ?Agreement?), dated as of June 28, 2021, is by and between Elliott Opportunity II Corp., a Cayman Islands exempted company (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the ?Warrant Agent,? and also referred to herein as the ?Transfer Agent?). WHEREAS, the Compa

July 1, 2021 EX-10.2

Registration and Shareholder Rights Agreement among the Company, the Sponsor and the security holders signatory thereto.

Exhibit 10.2 REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of June 28, 2021, is made and entered into by and among Elliott Opportunity II Corp., a Cayman Islands exempted company (the ?Company?), Elliott Opportunity II Sponsor L.P., a Delaware limited partnership (the ?Sponsor?) and each of the undersigned parties listed on the signat

July 1, 2021 EX-10.1

Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Company.

Exhibit 10.1 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of June 28, 2021 by and between Elliott Opportunity II Corp., a Cayman Islands exempted company (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation (the ?Trustee?). WHEREAS, the Company?s registration statements on Form S-1, File

July 1, 2021 EX-10.3

Private Placement Warrants Purchase Agreement between the Company and the Sponsor.

Exhibit 10.3 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of June 28, 2021 (as it may from time to time be amended, this ?Agreement?), is entered into by and between Elliott Opportunity II Corp., a Cayman Islands exempted company (the ?Company?), and Elliott Opportunity II Sponsor L.P., a Delaware limited partnership (the ?Purchaser?).

July 1, 2021 EX-10.10

Indemnity Agreement, dated June 28, 2021, between the Company and Graham Smith

Exhibit 10.10 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of June 28, 2021, by and between ELLIOTT OPPORTUNITY II CORP., a Cayman Islands exempted company (the ?Company?), and Graham Smith (?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they

July 1, 2021 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 1, 2021 ELLIOTT OPPORTUNITY II CORP.

June 30, 2021 424B4

$530,000,000 Elliott Opportunity II Corp. 53,000,000 Units

Table of Contents Filed pursuant to Rule 424(b)(4) Registration Statement File Nos.

June 28, 2021 S-1MEF

As filed with the U.S. Securities and Exchange Commission on June 28, 2021.

As filed with the U.S. Securities and Exchange Commission on June 28, 2021. No. 333-253328 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Elliott Opportunity II Corp. (Exact name of registrant as specified in its charter) Cayman Islands (State or other jurisdiction of incorporation or organization) 6770 (Primary Standard I

June 28, 2021 8-A12B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 ELLIOTT OPPORTUNITY II CORP. (Exact Name of Reg

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 ELLIOTT OPPORTUNITY II CORP. (Exact Name of Registrant as Specified in Its Charter) Cayman Islands 98-1581385 (State of Incorporation or Organization) (I.R.S. Employer Identification No.) Phillips

June 25, 2021 CORRESP

[Signature page follows]

June 25, 2021 VIA EDGAR Mr. Ruairi Regan Ms. Mary Beth Breslin Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: Elliott Opportunity II Corp. Registration Statement on Form S-1 Filed February 19, 2021, as amended File No. 333-253328 Dear Mr. Regan and Ms. Breslin: Pursuant to Rule 461 of the General Rules and Regulations under the S

June 25, 2021 CORRESP

Elliott Opportunity II Corp. c/o Elliott Investment Management L.P. Phillips Point, East Tower 777 S. Flagler Drive, Suite 1000 West Palm Beach, FL 33401

Elliott Opportunity II Corp. c/o Elliott Investment Management L.P. Phillips Point, East Tower 777 S. Flagler Drive, Suite 1000 West Palm Beach, FL 33401 June 25, 2021 United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-4628 Attn: Jeffrey Lewis Kristina Marrone Ruairi Regan Mary Beth Breslin Re: Elliott Opportunity II Corp. Reg

June 15, 2021 EX-4.4

Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.

Exhibit 4.4 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this ?Agreement?), dated as of [?], 2021, is by and between Elliott Opportunity II Corp., a Cayman Islands exempted company (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the ?Warrant Agent,? and also referred to herein as the ?Transfer Agent?). WHEREAS, the Company i

June 15, 2021 EX-99.5

Consent of Charles Phillips.**

Exhibit 99.5 Consent to be Named as a Director Nominee In connection with the filing by Elliott Opportunity II Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of Elliott O

June 15, 2021 EX-99.4

Consent of Michael Capellas.**

EX-99.4 6 d131823dex994.htm EX-99.4 Exhibit 99.4 Consent to be Named as a Director Nominee In connection with the filing by Elliott Opportunity II Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to

June 15, 2021 S-1/A

As filed with the U.S. Securities and Exchange Commission on June 15, 2021.

Table of Contents As filed with the U.S. Securities and Exchange Commission on June 15, 2021. Registration No. 333-253328 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Elliott Opportunity II Corp. (Exact Name of Registrant as Specified in Its Charter) Cayman Islands 6770 98-1581385 (State

June 15, 2021 EX-10.8

Form of Letter Agreement between the Registrant, the Sponsor and each director and officer of the Registrant.

Exhibit 10.8 March [-], 2021 Elliott Opportunity II Corp. Phillips Point, East Tower 777 S. Flagler Drive, Suite 1000 West Palm Beach, FL 33401 Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into by and among Elliott Opportunity II Corp., a Cayman

June 15, 2021 EX-10.4

Form of Indemnity Agreement.**

Exhibit 10.4 Execution Version FORM OF INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of [?], 2021, by and between ELLIOTT OPPORTUNITY II CORP., a Cayman Islands exempted company (the ?Company?), and (?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unle

April 15, 2021 CORRESP

Elliott Opportunity II Corp. c/o Elliott Investment Management L.P. Phillips Point, East Tower 777 S. Flagler Drive, Suite 1000 West Palm Beach, FL 33401

Elliott Opportunity II Corp. c/o Elliott Investment Management L.P. Phillips Point, East Tower 777 S. Flagler Drive, Suite 1000 West Palm Beach, FL 33401 April 15, 2021 United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-4628 Attn: Jeffrey Lewis Kristina Marrone Ruairi Regan Mary Beth Breslin Re: Elliott Opportunity II Corp. VI

April 15, 2021 CORRESP

[Signature page follows]

April 15, 2021 VIA EDGAR Ms. Mary Beth Breslin Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: Elliott Opportunity II Corp. Withdrawal of Underwriter Acceleration Letter dated April 13, 2021 Dear Ms. Breslin: We hereby withdraw, with immediate effect, the Underwriter Acceleration Letter dated April 13, 2021 with respect to the Reg

April 13, 2021 CORRESP

Elliott Opportunity II Corp. c/o Elliott Investment Management L.P. Phillips Point, East Tower 777 S. Flagler Drive, Suite 1000 West Palm Beach, FL 33401

Elliott Opportunity II Corp. c/o Elliott Investment Management L.P. Phillips Point, East Tower 777 S. Flagler Drive, Suite 1000 West Palm Beach, FL 33401 April 13, 2021 United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-4628 Attn: Jeffrey Lewis Kristina Marrone Ruairi Regan Mary Beth Breslin Re: Elliott Opportunity II Corp. VI

April 13, 2021 CORRESP

[Signature page follows]

April 13, 2021 VIA EDGAR Mr. Ruairi Regan Ms. Mary Beth Breslin Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: Elliott Opportunity II Corp. Registration Statement on Form S-1 Filed February 19, 2021, as amended File No. 333-253328 Dear Mr. Regan and Ms. Breslin: Pursuant to Rule 461 of the General Rules and Regulations under the

April 13, 2021 CORRESP

[Signature page follows]

April 13, 2021 VIA EDGAR Ms. Mary Beth Breslin Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: Elliott Opportunity II Corp. Withdrawal of Underwriter Acceleration Letter dated April 9, 2021 Dear Ms. Breslin: We hereby withdraw, with immediate effect, the Underwriter Acceleration Letter dated April 9, 2021 with respect to the Regis

April 13, 2021 CORRESP

Elliott Opportunity II Corp. c/o Elliott Investment Management L.P. Phillips Point, East Tower 777 S. Flagler Drive, Suite 1000 West Palm Beach, FL 33401

Elliott Opportunity II Corp. c/o Elliott Investment Management L.P. Phillips Point, East Tower 777 S. Flagler Drive, Suite 1000 West Palm Beach, FL 33401 April 13, 2021 United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-4628 Attn: Jeffrey Lewis Kristina Marrone Ruairi Regan Mary Beth Breslin Re: Elliott Opportunity II Corp. Re

April 9, 2021 CORRESP

[Signature page follows]

April 9, 2021 VIA EDGAR Mr. Ruairi Regan Ms. Mary Beth Breslin Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: Elliott Opportunity II Corp. Registration Statement on Form S-1 Filed February 19, 2021, as amended File No. 333-253328 Dear Mr. Regan and Ms. Breslin: Pursuant to Rule 461 of the General Rules and Regulations under the S

April 9, 2021 CORRESP

Elliott Opportunity II Corp. c/o Elliott Investment Management L.P. Phillips Point, East Tower 777 S. Flagler Drive, Suite 1000 West Palm Beach, FL 33401

Elliott Opportunity II Corp. c/o Elliott Investment Management L.P. Phillips Point, East Tower 777 S. Flagler Drive, Suite 1000 West Palm Beach, FL 33401 April 9, 2021 United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-4628 Attn: Jeffrey Lewis Kristina Marrone Ruairi Regan Mary Beth Breslin Re: Elliott Opportunity II Corp. Reg

March 31, 2021 CORRESP

[Signature page follows]

March 31, 2021 VIA EDGAR Ms. Mary Beth Breslin Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: Elliott Opportunity II Corp. Withdrawal of Underwriter Acceleration Letter dated March 29, 2021 Dear Ms. Breslin: We hereby withdraw, with immediate effect, the Underwriter Acceleration Letter dated March 29, 2021 with respect to the Reg

March 31, 2021 CORRESP

Elliott Opportunity II Corp. c/o Elliott Investment Management L.P. Phillips Point, East Tower 777 S. Flagler Drive, Suite 1000 West Palm Beach, FL 33401

Elliott Opportunity II Corp. c/o Elliott Investment Management L.P. Phillips Point, East Tower 777 S. Flagler Drive, Suite 1000 West Palm Beach, FL 33401 March 31, 2021 United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-4628 Attn: Jeffrey Lewis Kristina Marrone Ruairi Regan Mary Beth Breslin Re: Elliott Opportunity II Corp. VI

March 29, 2021 CORRESP

[Signature page follows]

March 29, 2021 VIA EDGAR Mr. Ruairi Regan Ms. Mary Beth Breslin Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: Elliott Opportunity II Corp. Registration Statement on Form S-1 Filed February 19, 2021, as amended File No. 333-253328 Dear Mr. Regan and Ms. Breslin: Pursuant to Rule 461 of the General Rules and Regulations under the

March 29, 2021 CORRESP

Elliott Opportunity II Corp. c/o Elliott Investment Management L.P. Phillips Point, East Tower 777 S. Flagler Drive, Suite 1000 West Palm Beach, FL 33401

Elliott Opportunity II Corp. c/o Elliott Investment Management L.P. Phillips Point, East Tower 777 S. Flagler Drive, Suite 1000 West Palm Beach, FL 33401 March 29, 2021 United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-4628 Attn: Jeffrey Lewis Kristina Marrone Ruairi Regan Mary Beth Breslin Re: Elliott Opportunity II Corp. Re

March 23, 2021 EX-99.3

Consent of Graham Smith.*

Exhibit 99.3 Consent to be Named as a Director Nominee In connection with the filing by Elliott Opportunity II Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of Elliott O

March 23, 2021 EX-99.1

Consent of Moira Kilcoyne.*

EX-99.1 19 d131823dex991.htm EX-99.1 Exhibit 99.1 Consent to be Named as a Director Nominee In connection with the filing by Elliott Opportunity II Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee t

March 23, 2021 EX-99.2

Consent of Val Rahmani.*

Exhibit 99.2 Consent to be Named as a Director Nominee In connection with the filing by Elliott Opportunity II Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of Elliott O

March 23, 2021 EX-4.3

Specimen Warrant Certificate.*

Exhibit 4.3 [Form of Warrant Certificate] [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW ELLIOTT OPPORTUNITY II CORP. Incorporated Under the Laws of the Cayman Islands CUSIP [?] Warrant Certificate This Warrant Certificate certifies that , or registered assigns, is the registere

March 23, 2021 EX-3.2

Memorandum and Articles of Association.

Exhibit 3.2 THE COMPANIES ACT (AS AMENDED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM AND ARTICLES OF ASSOCIATION OF WOOD HILL OPPORTUNITY CORP. THE COMPANIES ACT (AS AMENDED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM OF ASSOCIATION OF WOOD HILL OPPORTUNITY CORP.. 1 The name of the Company is Wood Hill Opportunity Corp. 2 The Registered Office of the Company shall

March 23, 2021 EX-10.3

Form of Private Placement Warrants Purchase Agreement between the Registrant and the Sponsor.

Exhibit 10.3 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [?], 2021 (as it may from time to time be amended, this ?Agreement?), is entered into by and between Elliott Opportunity II Corp., a Cayman Islands exempted company (the ?Company?), and Elliott Opportunity II Sponsor L.P., a Delaware limited partnership (the ?Purchaser?). WHER

March 23, 2021 EX-10.4

Form of Indemnity Agreement.**

Exhibit 10.4 FORM OF INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of [?], 2021, by and between ELLIOTT OPPORTUNITY II CORP., a Cayman Islands exempted company (the ?Company?), and (?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provid

March 23, 2021 EX-10.1

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant.

Exhibit 10.1 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of [?], 2021 by and between Elliott Opportunity II Corp., a Cayman Islands exempted company (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation (the ?Trustee?). WHEREAS, the Company?s registration statement on Form S-1, File No. 3

March 23, 2021 EX-4.4

Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.**

Exhibit 4.4 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this ?Agreement?), dated as of [?], 2021, is by and between Elliott Opportunity II Corp., a Cayman Islands exempted company (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the ?Warrant Agent,? and also referred to herein as the ?Transfer Agent?). WHEREAS, the Company i

March 23, 2021 EX-4.2

Specimen Ordinary Share Certificate.*

Exhibit 4.2 NUMBER SHARES C- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [●] ELLIOTT OPPORTUNITY II CORP. CLASS A ORDINARY SHARES THIS CERTIFIES THAT is the owner of Class A ordinary shares, par value $0.0001 per share (each, a “Class A Ordinary Share”), of Elliott Opportunity II Corp., a Cayman Islands exempted company (the “Company”), transferable on the books of the Company in person or by duly a

March 23, 2021 EX-14

Form of Code of Business Conduct and Ethics.*

Exhibit 14 ELLIOTT OPPORTUNITY II CORP. CODE OF BUSINESS CONDUCT AND ETHICS Effective [?], 2021 I. INTRODUCTION The Board of Directors (the ?Board?) of Elliott Opportunity II Corp. has adopted this code of business conduct and ethics (this ?Code?), as amended from time to time by the Board and which is applicable to all of the Company?s directors, officers and employees (to the extent that employe

March 23, 2021 EX-10.2

Form of Registration and Shareholder Rights Agreement among the Registrant, the Sponsor and the Holders signatory thereto.

Exhibit 10.2 REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of [?], 2021, is made and entered into by and among Elliott Opportunity II Corp., a Cayman Islands exempted company (the ?Company?), Elliott Opportunity II Sponsor L.P., a Delaware limited partnership (the ?Sponsor?) and each of the undersigned parties listed on the signature

March 23, 2021 EX-1.1

Form of Underwriting Agreement.

Exhibit 1.1 50,000,000 Units Elliott Opportunity II Corp. (formerly known as Wood Hill Opportunity Corp.) UNDERWRITING AGREEMENT [?], 2021 Credit Suisse Securities (USA) LLC Eleven Madison Avenue, New York, NY 10010-3629 Citigroup Global Markets Inc. 388 Greenwich Street New York, NY 10013 UBS Securities LLC 1285 Avenue of the Americas New York, NY 10019 As Representatives of the several Underwrit

March 23, 2021 EX-3.1

Form of Amended and Restated Memorandum and Articles of Association.

EX-3.1 3 d131823dex31.htm EX-3.1 Exhibit 3.1 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF ELLIOTT OPPORTUNITY II CORP. (ADOPTED BY SPECIAL RESOLUTION DATED [●] AND EFFECTIVE ON [●]) THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIA

March 23, 2021 EX-10.5

Form of Administrative Services Agreement between the Registrant and the initial shareholder.

Exhibit 10.5 ELLIOTT OPPORTUNITY II SPONSOR L.P. c/o Elliott Investment Management L.P. Phillips Point, East Tower, 777 S. Flagler Drive, Suite 1000 West Palm Beach, FL 33401 [?], 2021 Elliott Opportunity II Sponsor L.P. c/o Elliott Investment Management L.P. Phillips Point, East Tower, 777 S. Flagler Drive, Suite 1000 West Palm Beach, FL 33401 Re: Administrative Services Agreement Ladies and Gent

March 23, 2021 S-1/A

- AMENDMENT NO. 1 TO FORM S-1

S-1/A 1 d131823ds1a.htm AMENDMENT NO. 1 TO FORM S-1 Table of Contents As filed with the U.S. Securities and Exchange Commission on March 22, 2021. Registration No. 333-253328 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Elliott Opportunity II Corp. (Exact Name of Registrant as Specified i

March 23, 2021 EX-10.8

Form of Letter Agreement between the Registrant, the Sponsor and each director and officer of the Registrant.**

Exhibit 10.8 [?], 2021 Elliott Opportunity II Corp. Phillips Point, East Tower 777 S. Flagler Drive, Suite 1000 West Palm Beach, FL 33401 Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into by and among Elliott Opportunity II Corp., a Cayman Island

March 23, 2021 EX-4.1

Specimen Unit Certificate.*

Exhibit 4.1 NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [?] ELLIOTT OPPORTUNITY II CORP. UNITS CONSISTING OF ONE CLASS A ORDINARY SHARE AND ONE-FOURTH OF ONE REDEEMABLE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE CLASS A ORDINARY SHARE THIS CERTIFIES THAT is the owner of Units of Elliott Opportunity II Corp., a Cayman Islands exempted company (the ?Company?), tra

March 22, 2021 CORRESP

2

New York Northern California Washington DC São Paulo London Paris Madrid Tokyo Beijing Hong Kong Pedro J.

February 19, 2021 EX-10.6

Promissory Note, dated as of February 1, 2021, issued to the Sponsor.

Exhibit 10.6 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY

February 19, 2021 EX-10.7

Securities Purchase Agreement, dated February 1, 2021, between the Registrant and the initial shareholders.*

Exhibit 10.7 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”), effective as of February 1, 2021, is made and entered into by and between Wood Hill Opportunity Corp., a Cayman Islands exempted company (the “Company”), Elliott Associates, L.P., a Delaware limited partnership (“Elliott Associates”) and Elliott International, L.P., a Cayman islands limited partnershi

February 19, 2021 S-1

Power of Attorney (included on signature page of the initial filing of Registration Statement on Form S-1, File No. 333-253328, initially filed on February 19, 2021)

Table of Contents As filed with the U.S. Securities and Exchange Commission on February 19, 2021. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Elliott Opportunity II Corp. (Exact Name of Registrant as Specified in Its Charter) Cayman Islands 6770 98-1581385 (State or Other Jurisdiction

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