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. |
Registration Statement on Form S-1 (File No. 333-253328)
Dear Mr. Jeffrey Lewis, Ms. Kristina Marrone, Mr. Ruairi Regan, and Ms. Mary Beth Breslin:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, the undersigned registrant hereby requests that the effective date for the Registration Statement referred to above be accelerated so that it will be declared effective at 4:00 p.m. Eastern Time on April 15, 2021 or as soon thereafter as is practicable. By separate letter, the underwriters of the issuance of the securities being registered join in this request for acceleration.
Please do not hesitate to contact Pedro Bermeo of Davis Polk & Wardwell LLP at (212) 450-4091 with any questions or comments with respect to this letter.
Sincerely,
| Elliott Opportunity II Corp. | ||
| By: | /s/ Isaac Kim | |
| Name: Isaac Kim | ||
| Title: Co-Chief Executive Officer | ||
Via EDGAR
CC: Pedro Bermeo, Davis Polk & Wardwell LLP
