Elliott Opportunity II Corp.

We are a newly organized blank check company incorporated on February 1, 2021 as a Cayman Islands exempted company with a business purpose to effect a merger, capital share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or assets, which we refer to as our “initial business combination”. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. 

Elliott Investment Management L.P. (together with its advisory affiliates, “Elliott”), a global investment management firm that manages approximately $46 billion in assets as of April 1, 2021, is an affiliate of our sponsor. 

While we may pursue an acquisition opportunity in any business, industry, sector or geographical location, we intend to capitalize on the ability of our management team and its access to the broader Elliott platform to identify and acquire opportunities in the technology sector that we believe have leading market positions, operate in a space with a large and growing total addressable market, have a track record of sustainable growth with identifiable upside opportunities and have strong management teams.

We have identified the following attributes and guidelines to evaluate prospective target businesses. We may decide, however, to enter into our initial business combination with one or more businesses that do not meet these criteria and guidelines. We intend to pursue an initial business combination with companies that have the following characteristics:

  • Strong and proven management team: We believe that management continuity can reduce the risk associated with an investment. We will look for a management team with a track record of delivering consistent performance, one with whom we can partner to drive growth and operational improvements.
  • Leading market position: We will prioritize an initial business combination with a market-leading platform on which we can partner with management to build and innovate. We believe a leadership position affords a company the opportunity to drive outcomes for its market and more easily capture the mindshare of customers.
  • Large and growing total addressable market: We will seek to partner with a company that operates in a market with robust tailwinds to capitalize on natural growth opportunities. The technology sector is home to many growth companies benefitting from the increasing pace of digital transformations.
  • Track record of sustainable growth with numerous, identifiable upside opportunities that can be enhanced with our oversight: We will seek to make operational improvements at, or shortly after, the initial business combination based on our expertise and strong track record of enhancing public companies, private portfolio companies and other investments across industries. By leveraging the experience of our management team, the broader Elliott investment professional network and our operating resources, we can move quickly to implement operational changes, which will create immediate and lasting benefits for the business in which we invest.

These criteria are not intended to be exhaustive and may exist in different proportions to each other. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as on other considerations, factors and criteria that our management may deem relevant. In the event that we decide to enter into our initial business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our shareholder communications related to our initial business combination, which, as discussed in this prospectus, would be in the form of proxy solicitation materials or tender offer documents that we would file with the Securities and Exchange Commission.