Filing Details

Accession Number:
0000902664-23-001794
Form Type:
13G Filing
Publication Date:
2023-02-13 19:00:00
Filed By:
Elliott Management
Company:
Elliott Opportunity Ii Corp.
Filing Date:
2023-02-14
SEC Url:
13G Filing
Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Elliott Investment Management 14,960,000 0 14,960,000 0 14,960,000 19.7%
Filing

 

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G/A
 
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
 

Elliott Opportunity II Corp.

(Name of Issuer)
 

Class A Ordinary Shares, par value $0.0001 per share

(Title of Class of Securities)
 

G30092103

(CUSIP Number)
 

December 31, 2022

(Date of Event Which Requires Filing of This Statement)
 
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
¨ Rule 13d-1(b)
¨ Rule 13d-1(c)
x Rule 13d-1(d)
 
(Page 1 of 6 Pages)

 

______________________________

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

CUSIP No. G3009210313G/APage 2 of 6 Pages

 

1

NAME OF REPORTING PERSON

Elliott Investment Management L.P.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
5

SOLE VOTING POWER

14,960,000 Class A Ordinary Shares issuable upon conversion of 14,960,000 Class B Ordinary Shares

6

SHARED VOTING POWER

0

7

SOLE DISPOSITIVE POWER

14,960,000 Class A Ordinary Shares issuable upon conversion of 14,960,000 Class B Ordinary Shares

8

SHARED DISPOSITIVE POWER

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

14,960,000 Class A Ordinary Shares issuable upon conversion of 14,960,000 Class B Ordinary Shares

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

19.7%

12

TYPE OF REPORTING PERSON

PN, IA

         

 

 

CUSIP No. G3009210313G/APage 3 of 6 Pages

 

Item 1(a). NAME OF ISSUER
   
  The name of the issuer is Elliott Opportunity II Corp. (the "Issuer").  

 

Item 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
   
  360 S. Rosemary Ave, 18th Floor, West Palm Beach, FL 33401.

 

Item 2 (a). NAME OF PERSON FILING
   
  This statement on Schedule 13G/A is filed by Elliott Investment Management L.P., a Delaware limited partnership ("EIM" or the "Reporting Person"), with respect to the Class A Ordinary Shares (as defined below) issuable upon conversion of the Class B Ordinary Shares, par value $0.0001 per share (the "Class B Ordinary Shares") 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 A Ordinary Shares issuable upon conversion of the Class B Ordinary Shares held by Sponsor.
   
  The general partner of EIM is Elliott Investment Management GP LLC, a Delaware limited liability company ("EIM GP").  Paul E. Singer ("Singer") is the sole managing member of EIM GP.

 

Item 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
   
  The business address of EIM, EIM GP and Singer is 360 S. Rosemary Ave, 18th Floor, West Palm Beach, FL 33401.

 

Item 2(c). CITIZENSHIP
   
  EIM is a limited partnership formed under the laws of the State of Delaware.
   
  EIM GP is a limited liability company formed under the laws of the State of Delaware.
   
  Singer is a U.S. citizen.

 

Item 2(d). TITLE OF CLASS OF SECURITIES
   
 

Class A Ordinary Shares, par value $0.0001 per share (the "Class A Ordinary Shares")

 

CUSIP No. G3009210313G/APage 4 of 6 Pages
Item 2(e). CUSIP NUMBER
   
  G30092103

 

Item 3. IF THIS STATEMENT IS FILED PURSUANT TO Rules 13d-1(b), OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

 

  (a) ¨ Broker or dealer registered under Section 15 of the Act;
  (b) ¨ Bank as defined in Section 3(a)(6) of the Act;
  (c) ¨ Insurance company as defined in Section 3(a)(19) of the Act;
  (d) ¨ Investment company registered under Section 8 of the Investment Company Act of 1940;
  (e) ¨ An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
  (f) ¨

An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

 

  (g) ¨

A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

 

  (h) ¨

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

 

  (i) ¨

A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;

 

  (j) ¨ A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
  (k) ¨ Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

 

  If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please
  specify the type of institution:  

 

Item 4. OWNERSHIP
   
  The percentage set forth in this Schedule 13G/A is calculated based upon 60,950,000 Class A Ordinary Shares reported to be outstanding as of November 7, 2022, as reported by in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2022 filed with the Securities and Exchange Commission on November 7, 2022.
   
  The information required by Items 4(a) - (c) is set forth in Rows 5 - 11 of the cover page for the Reporting Person and is incorporated herein by reference.

 

CUSIP No. G3009210313G/APage 5 of 6 Pages

 

Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
   
  Not applicable.

 

Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
   
  See Item 2.

 

Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON
   
  Not applicable.

 

Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
   
  Not applicable.

 

Item 9. NOTICE OF DISSOLUTION OF GROUP
   
  Not applicable.

 

Item 10. CERTIFICATION  
     
  Not applicable.

 

 

CUSIP No. G3009210313G/APage 6 of 6 Pages

 

SIGNATURES

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

DATE: February 14, 2023

 

Elliott Investment Management L.P.  
   
/s/ Elliot Greenberg  
Name: Elliot Greenberg  
Title: Vice President