Elliott Investment Management L.P. - Jun 28, 2021 Form 3/A - Amendment Insider Report for Elliott Opportunity II Corp. (EOCW)

Role: 10%+ Owner
Signature: Elliott Investment Management L.P. /s/ Elliot Greenberg, Vice President
Stock symbol: EOCW
Transactions as of: Jun 28, 2021
Transactions value $: $0
Form type: 3/A - Amendment
Date filed: 6/29/2021, 08:20 PM
Date Of Original Report: Jun 28, 2021
Previous filing: Jun 28, 2021
Next filing: Jul 1, 2021

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
holding	EOCW	Class B Ordinary Shares, par value $0.0001 per share							Jun 28, 2021	Class A Ordinary Shares, par value $0.0001 per share	14.9M		See footnote	F1, F2, F3, F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	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").
F2	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.
F3	This Form 3 is being amended to correct the number of shares underlying the Class B Ordinary Shares reported herein.
F4	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.