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| Item 4.02. | Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review. |
Elliott Opportunity II Corp. (the “Company”) previously presented a portion of its shares of Class A common stock subject to redemption (the “Class A Shares”) as permanent equity because the Company’s certificate of incorporation does not permit redemptions of Class A Shares that would cause the Company’s net tangible assets to be less than $5,000,001. After discussion and evaluation, including with the Company’s independent registered public accounting firm, Marcum LLP (“Marcum”), the Company has concluded that all Class A Shares should be classified as temporary equity because such shares can be redeemed or become redeemable subject to the occurrence of events outside the Company’s sole control.
On November 22, 2021, the Audit Committee of the Board of Directors of the Company concluded, after discussion with the Company’s management, that the Company’s audited balance sheet as of July 1, 2021 filed as Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 8, 2021 (the “Affected Period”), should no longer be relied upon due to changes required to classification of temporary equity and permanent equity described above. The Company has reflected this reclassification of equity and restated its financial statements for the Affected Periods in its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021 filed with the SEC on November 22, 2021, and plans to amend the Current Report on Form 8-K filed on July 8, 2021 to file the revised audited balance sheet as of July 1, 2021.
The Company’s management has concluded that in light of the classification error described above, a material weakness exists in the Company’s internal control over financial reporting and that the Company’s disclosure controls and procedures were not effective.
The Company does not expect any of the above changes will have any impact on its cash position and cash held in the trust account.
In addition, the audit report of Marcum included in Exhibit 99.1 to the Company’s Form 8-K filed on July 8, 2021 should no longer be relied upon.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: November 22, 2021
| ELLIOTT OPPORTUNITY II CORP. | ||
| By: | /s/ Isaac Kim | |
| Isaac Kim | ||
| Co-Chief Executive Officer | ||