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 Securities Act of 1933, as amended (the “Act”), the undersigned hereby join in the request of Elliott Opportunity II Corp. that the effective date of the above-referenced Registration Statement be accelerated so as to permit it to become effective at 4:00 p.m. Washington D.C. time on April 15, 2021, or as soon thereafter as practicable.
Pursuant to Rule 460 of the General Rules and Regulations under the Act, the undersigned advise that as of the date hereof, the undersigned expect to distribute approximately 2113 copies of the preliminary prospectus dated March 22, 2021 to prospective underwriters and dealers, institutional investors, retail investors and others.
The undersigned advise that they have complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
[Signature page follows]
| Very truly yours, | ||
| Credit Suisse Securities (USA) LLC | ||
| By: | /s/ Colin Grady | |
| Name: Colin Grady | ||
| Title: Managing Director | ||
| Citigroup Global Markets Inc. | ||
| By: | /s/ Anthony Diamandakis | |
| Name: Anthony Diamandakis | ||
| Title: Managing Director | ||
| UBS Securities LLC | ||
| By: | /s/ Pedro Bollmann | |
| Name: Pedro Bollmann | ||
| Title: Executive Director | ||
| UBS Securities LLC | ||
| By: | /s/ Thomas Schadewald | |
| Name: Thomas Schadewald | ||
| Title: Director | ||
[Signature Page to Underwriters’ Acceleration Request Letter]
