SEC FORM 3

SEC Form 3

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^*

CAPELLAS MICHAEL D

(Last)

(First)

(Middle)

PHILLIPS POINT, EAST TOWER

777 S. FLAGLER DRIVE, STE 1000

(Street)

WEST PALM BEACH

33401

(City)

(State)

(Zip)

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.U ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
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)
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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Class B Ordinary Shares	⁽¹⁾	⁽¹⁾	Class B Ordinary Shares	75,000	$0.00	D
Limited partnership interests in Elliott Opportunity II Sp	⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	Limited partnership interests	225,000	$0.00	D

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 - Founders Shares" in the Issuer's registration statement on Form S-1 (File No. 333-253328).

2. Represents limited partnership interests in Elliott Opportunity II Sponsor L.P., a Delaware limited partnership, which is the record holder of 14,000,000 Class B ordinary shares of the Issuer, 1,875,000 of which are subject to forfeiture by Elliott Opportunity II Sponsor L.P. in the event the underwriters for the Issuer's initial public offering do not exercise in full their overallotment option in connection with that offering, all as described in the Prospectus. The number of Class B ordinary shares underlying these limited partnership interests in Elliott Opportunity II Sponsor L.P. will be adjusted to reflect any such forfeiture.

3. The limited partnership interests in Elliott Opportunity II Sponsor L.P. represent an economic entitlement to the proceeds attributable to 225,000 of the Class B ordinary shares of the Issuer held by Elliott Opportunity II Sponsor L.P. The limited partnership interests in Elliott Opportunity II Sponsor L.P. have no expiration date.

Remarks:

Exhibit List - Exhibit 24 - Power of Attorney

	/s/ Isaac Kim, as attorney-in-fact for Michael Capellas	06/28/2021
	** 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.
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