Sec Form 4 Filing - Elliott Investment Management L.P. @ Elliott Opportunity II Corp. - 2021-12-29

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Elliott Investment Management L.P. 2. Issuer Name and Ticker or Trading Symbol Elliott Opportunity II Corp. [ EOCW] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 360 S ROSEMARY AVE, 18TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 12/29/2021 (Street) WEST PALM BEACH, FL33401 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Class B Ordinary Shares, par value $0.0001 per share ( 1 ) 12/29/2021 J( 2 ) 60,000 ( 1 ) ( 1 ) Class A Ordinary Shares, par value $0.0001 per share 60,000 ( 2 ) 14,922,500 I See footnote( 4 ) Class B Ordinary Shares, par value $0.0001 per share ( 1 ) 08/26/2022 J( 3 ) 37,500 ( 1 ) ( 1 ) Class A Ordinary Shares, par value $0.0001 per share 37,500 ( 3 ) 14,960,000 I See footnote( 4 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Elliott Investment Management L.P. 360 S ROSEMARY AVE, 18TH FLOOR WEST PALM BEACH, FL33401 X Signatures Elliott Investment Management L.P. /s/ Elliot Greenberg, Vice President 08/26/2022 Signature of Reporting Person Date

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 )Reflects the acquisition of securities from the forfeiture of Class B Ordinary Shares by Graham Smith in connection with his resignation from the board of directors of the Issuer (the "Board"), pursuant to the terms of such director's securities assignment agreement with Sponsor (as defined below). ( 3 )Reflects the acquisition of securities from the forfeiture of Class B Ordinary Shares by Charles Phillips in connection with his resignation from Board, pursuant to the terms of such director's securities assignment agreement with Sponsor. ( 4 )This Form 4 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.

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 4(b)(v).

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