| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 06/28/2021 | 3. Issuer Name and Ticker or Trading Symbol Elliott Opportunity II Corp. [ EOCW ] | |||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) 06/28/2021 | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Class B Ordinary Shares, par value $0.0001 per share | (1) | (1) | Class A Ordinary Shares, par value $0.0001 per share | 14,862,500(2)(3) | (1) | I | See footnote(4) |
| Explanation of Responses: |
| 1. The Class B Ordinary Shares are automatically convertible into the Issuer's Class A Ordinary Shares at the time of the Issuer's initial business combination on a one-for-one basis, subject to adjustment, as more fully described under the heading "Description of Securities - Founder Shares" in the Issuer's Amendment No. 2 to its Registration Statement on Form S-1 (File No. 333-253328) (the "Registration Statement"). |
| 2. Up to 1,987,500 of these Class B Ordinary Shares are subject to forfeiture to the extent the underwriters of the initial public offering of the Issuer's securities do not exercise in full their over-allotment option as described in the Registration Statement. |
| 3. This Form 3 is being amended to correct the number of shares underlying the Class B Ordinary Shares reported herein. |
| 4. This Form 3 is being filed by Elliott Investment Management L.P., a Delaware limited partnership ("EIM" or the "Reporting Person"), with respect to securities held by Elliott Opportunity II Sponsor L.P., a Delaware limited partnership managed by affiliates of EIM ("Sponsor"). Elliott Opportunity II Sponsor GP LLC, a Delaware limited liability company ("Sponsor GP") is the general partner of Sponsor. Elliott International, L.P., a Cayman Islands limited partnership ("Elliott International"), is the managing member of Sponsor GP and the sole member of Sponsor GP. EIM is the investment manager of Elliott International with respect to the Class B Ordinary Shares held by Sponsor. The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. |
| Elliott Investment Management L.P. /s/ Elliot Greenberg, Vice President | 06/29/2021 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
