Form 10-K

Large accelerated filer

Accelerated filer

Non-accelerated
filer

Smaller reporting company

Emerging growth company

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM

10-K

☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2021

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM

COMMISSION FILE NUMBER

001-40549

Elliott Opportunity II Corp.

(Exact name of registrant as specified in its charter)\


Cayman Islands		98-1581385
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

Phillips Point, East Tower

777 S. Flagler Drive, Suite 1000

West Palm Beach, FL 33401

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (212)

974-6000

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A ordinary shares included as part of the Units, par value $0.0001 per share	EOCW	The New York Stock Exchange
Redeemable warrants to acquire one Class A ordinary share included as part the Units	EOCW WS	The New York Stock Exchange
Units, each consisting of one Class A ordinary share and one-fourth of a redeemable warrant to acquire one Class A ordinary share	EOCW.U	The New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Auditor Firm Id:

688

Auditor Name: Marcum LLP Auditor Location: West Palm Beach, Florida, United States

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant (1) has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation

S-T

during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a

non-accelerated

filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule

12b-2

of the Exchange Act. (Check one):

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule

12b-2

of the Act). Yes ☒ No ☐

The aggregate market value of the ordinary shares held by

non-affiliates

of the registrant, computed as of June 30, 2021 (the last business day of the registrant’s most recently completed second fiscal quarter) was approximately

$610,109,500

As of

April 13, 2022

, 60,950,000 Class A ordinary shares, par value $0.0001 per share, and 15,237,500 Class B ordinary shares, par value $0.0001 per share, were issued and outstanding, respectively.

DOCUMENTS INCORPORATED BY REFERENCE

None.

Table of Contents

TABLE OF CONTENTS


CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS AND RISK FACTOR SUMMARY			1

PART I			2

ITEM 1. BUSINESS.			2

ITEM 1A. RISK FACTORS.			26

ITEM IB. UNRESOLVED STAFF COMMENTS.			61

ITEM 2. PROPERTIES.			61

ITEM 3. LEGAL PROCEEDINGS.			61

ITEM 4. MINE SAFETY DISCLOSURES.			61

PART II			62

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.			62

ITEM 6. SELECTED FINANCIAL DATA.			62

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.			63

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.			68

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.			68

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.			68

ITEM 9A. CONTROLS AND PROCEDURES.			68

ITEM 9B. OTHER INFORMATION.			69

PART III			70

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.			70

ITEM 11. EXECUTIVE COMPENSATION.			84

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.			85

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.			88

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.			90

PART IV			91

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.			91

SIGNATURES			93

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS AND SUMMARY RISK FACTORS

Some of the statements contained in this report may constitute “forward-looking statements” for purposes of the federal securities laws. Our forward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward- looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this Annual Report on Form

10-K

may include, for example, statements about:

•

our ability to select an appropriate target business or businesses;

•

our ability to complete our initial business combination;

•

our expectations around the performance of a prospective target business or businesses;

•

our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination;

•

our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination;

•

our potential ability to obtain additional financing to complete our initial business combination;

•

our pool of prospective target businesses;

•

our ability to consummate an initial business combination due to the uncertainty resulting from the

COVID-19

pandemic;

•

the ability of our officers and directors to generate a number of potential business combination opportunities;

•

our public securities’ potential liquidity and trading;

•

the lack of a market for our securities;

•

the use of proceeds not held in the Trust Account (as described herein) or available to us from interest income on the Trust Account balance;

•

the Trust Account not being subject to claims of third parties; or

•

our financial performance.

The forward-looking statements contained in this report are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward- looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading “Risk Factors” in this Annual Report. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

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PART I

References in this report to “we,” “us” or the “Company” refer to Elliott Opportunity II Corp. References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to Elliott Opportunity Sponsor II L.P., a Delaware limited partnership. References to our “initial shareholders” refer to the holders of Founder Shares.

ITEM 1. BUSINESS.

General

We are a blank check company incorporated as a Cayman Islands exempted company on February 1, 2021. The Company was incorporated for the purpose of effecting a merger, capital share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or assets (the “Business Combination”). The Company’s sponsor is Elliott Opportunity Sponsor II L.P., a Delaware limited partnership (the “Sponsor”). Elliott Investment Management L.P., a global investment management firm that manages approximately $46 billion in assets as of April 1, 2021, is an affiliate of our sponsor.

The registration statement for the Company’s initial public offering (the “IPO”) was declared effective on June 28, 2021 (the “Effective Date”). On July 1, 2021, the Company consummated the IPO of 60,950,000 units (the “Units”), which included the full exercise by the underwriters of the over-allotment option to purchase an additional 7,950,000 Units, at $10.00 per unit, generating gross proceeds of $609,500,000.

Simultaneously with the closing of the IPO, the Company consummated the sale of 10,793,333 warrants to the Sponsor (the “Private Placement Warrants”), at a price of $1.50 per Private Placement Warrant, generating gross proceeds of $16,190,000. Each Private Placement Warrant is exercisable to purchase one Class A ordinary share at $11.50 per share.

Transaction costs of the IPO amounted to $34,844,966, comprised of $12,190,000 of underwriting discount, $21,332,500 of deferred underwriting discount, and $1,322,466 of other offering costs, and of which $1,053,837 were allocated to expense associated with the warrant liability.

Following the closing of the IPO on July 1, 2021, $609,500,000 (approximately $10.00 per Unit) from the net proceeds of the sale of the Units in the IPO, including a portion of the proceeds from the sale of the Private Placement Warrants, was deposited in a trust account (“Trust Account”), located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and is only invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule

2a-7

promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay taxes, if any, the proceeds from the IPO and the sale of the Private Placement Warrants will not be released from the Trust Account (1) to the Company, until the completion of the initial Business Combination, or (2) to the public shareholders, until the earliest of (a) the completion of the initial Business Combination, and then only in connection with those Class A ordinary shares that such shareholders properly elected to redeem, subject to the limitations, (b) the redemption of any public shares properly tendered in connection with a (A) shareholder vote to amend the amended and restated memorandum and articles of association to modify the substance or timing of the Company’s obligation to provide holders of the Class A ordinary shares the right to have their shares redeemed in connection with the initial Business Combination or to redeem 100% of the public shares if the Company does not complete the initial Business Combination within 24 months from the closing of the Initial public offering (the “Combination Period”), or (B) with respect to any other provision relating to the rights of holders of the Class A ordinary shares or

pre-initial

business combination activity, and (c) the redemption of the public shares if the Company has not consummated the initial Business Combination within 24 months from the closing of the Initial public offering. Public shareholders who redeem their Class A ordinary shares in connection with a shareholder vote described in clause (b) in the preceding sentence shall not be entitled to funds from the Trust Account upon the subsequent completion of an initial Business Combination or liquidation if the Company has not consummated an initial Business Combination within the Combination Period, with respect to such Class A ordinary shares so redeemed. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the public shareholders.

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The Company will provide its public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination either (i) in connection with a general meeting called to approve the initial Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed initial Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The shareholders will be entitled to redeem their shares for a pro rata portion of the amount then on deposit in the Trust Account (initially approximately $10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations).

The Company will have 24 months from July 1, 2021, the closing of the IPO, to complete the initial Business Combination (the “Combination Period”). However, if the Company is unable to complete the initial Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible, but not more than ten business days, redeem the public shares, at a

per-share

price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay the income taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of the then-outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii), to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the warrants, which will expire worthless if the Company fails to consummate an initial Business Combination within 24 months from the closing of the Public Offering.

The Sponsor, officers and directors have agreed to (i) waive their redemption rights with respect to their founder shares and public shares they hold in connection with the completion of the initial Business Combination, (ii) waive their redemption rights with respect to any founder shares and any public shares purchased during or after the Public Offering in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (A) that would modify the substance or timing of the Company’s obligation to provide holders of the Company’s Class A ordinary shares the right to have their shares redeemed in connection with its initial Business Combination or to redeem 100% of its public shares if the Company does not complete its initial Business Combination within 24 months from the closing of the Public Offering, (B) with respect to any other provision relating to the rights of holders of the Company’s Class A ordinary shares or

pre-initial

business combination activity and , (iii) waive their rights to liquidating distributions from the Trust Account with respect to any founder shares or private placement warrants they hold if the Company fails to consummate the Business Combination within 24 months from the closing of the Public Offering (although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete its initial Business Combination within 24 months from the closing of the Public Offering).

The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (excluding the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn to pay the Company’s tax obligations, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial public offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Company’s sponsor will not be responsible to the extent of any liability for such third-party claims. However, the Company has not asked the Sponsor to reserve

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for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that the Sponsor would be able to satisfy those obligations. None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

Our Company

We are affiliated with Elliott. Launched in 1977 by Paul Singer, Elliott’s domestic fund is one of the oldest funds of its kind under continuous management. Elliott employs 480 people worldwide as of December 31, 2021, with nearly half dedicated to identifying and managing investments, trading and research. The six most senior investment professionals have an average of 30 years of investment experience and an average tenure of 25 years at Elliott. One of the key elements of Elliott’s investment approach is its focus on the creation—not just identification—of value.

Elliott has invested across a range of industries with a demonstrated aptitude for technology investments. Elliott’s technology team includes private equity and public equity investment professionals, and works alongside an experienced team of operating executives and other consultants. Elliott’s private equity team has closed more than $80 billion in technology and technology-enabled private equity transactions in their careers across approximately 30 platform companies and approximately 30

add-on

acquisitions. Elliott has built relationships with operating executives and other consultants, including six technology operating executives who have extensive technology experience with more than 150 years of cumulative leadership and operational roles in technology companies. These executives also possess, cumulatively, decades of experience advising private equity firms and their portfolio companies. Elliott’s private investments in technology and technology-enabled services include ASG Technologies, athenahealth, BMC Software, Coveo, Cubic, E2open, Gigamon, LogMeIn, Mitchell, MSC Software, Novell, Quest Software, SonicWall, Travelport and WorkForce Software. Additionally, Elliott’s public equity team has invested in more than 85 public technology, media or telecommunications companies. As one of the largest, most recognized and engaged investors, Elliott has extensive experience collaborating with management teams and boards of public companies to create value. Examples of public equity investments in the technology, media and telecommunications sectors include Akamai Technologies, ASM International, AT&T, CDK Global, Citrix, Dell, eBay, EMC, F5 Networks, Informatica, Juniper Networks, Mentor Graphics, NetApp, SAP, SoftBank, and Twitter.

Our management expects to benefit from Elliott’s long history of investing in both public and private companies in the technology space, which has contributed to Elliott’s knowledge of the sector and a broad set of relationships, including with private equity sponsors, industry executives and board members, operating executives, bankers, and other advisors that it leverages to help source deals, conduct extensive due diligence on investment opportunities and work with companies to enhance value. Elliott’s network of relationships in the technology sector is unique and provides a distinct competitive advantage in completing an investment.

We are a portfolio investment indirectly owned by Elliott’s domestic fund and international fund (together, the “Funds”), which have provided all of the risk capital to fund our launch. As such, we will have access to Elliott’s platform of team members, deal prospects, and network, along with any necessary resources to aid in our identification, diligence, and operational support of a target for the initial business combination. Elliott’s professionals, including our

Co-Chief

Executive Officers, David Kerko and Isaac Kim, are required to dedicate substantially all of their business time to the affairs of Elliott and its affiliates. As a portfolio investment of the Funds, we expect we will receive substantial time and support from the Elliott platform. In connection with our initial public offering, we entered into an administrative services agreement with our sponsor providing for the reimbursement for office space, secretarial and administrative services provided to us by our sponsor, in the amount of up to $10,000 per month. Other than the administrative services agreement, there is no other agreement with the Funds or Elliott in respect of any services.

Our Team

Our management team is led by Jesse Cohn,

Co-Chairman

of the Board of Directors, Gordon Singer,

Co-Chairman

of the Board of Directors, David Kerko,

Co-Chief

Executive Officer, Isaac Kim,

Co-Chief

Executive Officer, Nabeel Bhanji, President, Steven Barg, Chief Financial Officer, and Terry Kassel, Chief Strategy Officer.

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Mr.

Jesse Cohn

(Co-Chairman

of the Board of Directors)

Jesse Cohn is an Equity Partner, and Managing Partner at Elliott Investment Management L.P., supporting Jon Pollock and Paul Singer in overseeing the global situational investment teams. Mr. Cohn is also a member of the Management and Global Situational Investment Committees. Mr. Cohn is a member of the Advisory Board at the Harvard Law School Program on Corporate Governance. Prior to joining Elliott in 2004, Mr. Cohn was an analyst in the mergers and acquisitions group at Morgan Stanley. Mr. Cohn earned his B.S. in Economics from the University of Pennsylvania’s Wharton School of Business, from which he graduated summa cum laude. Mr. Cohn currently serves as a member of the board of directors of several companies, including Gigamon Inc. since 2017, Ark Continuity since 2012, and Travelport Worldwide Ltd. since 2019. Among other public and private companies, Mr. Cohn has previously served as a member of the board of directors of ASG Technologies, eBay, Inc., Athenahealth, Inc., Cardiopulmonary Corporation, BMC Software, Inc., LogMeIn Inc., E2Open LLC, MSC Software Corporation, Citrix Systems Inc., and Twitter, Inc.

Mr.

Gordon Singer

(Co-Chairman

of the Board of Directors)

Gordon Singer is an Equity Partner, and Managing Partner of Elliott Investment Management L.P., supporting Jon Pollock and Paul Singer in overseeing the global situational investing teams. Mr. Singer has also been Head of Elliott’s London office since 2009 and a member of Elliott Investment Management L.P.’s Management Committee since 2007. He is also a member of the Risk, Valuation, Compliance and Operational Risk, and Global Situational Investment Committees at Elliott Investment Management L.P. Prior to joining Elliott in 1998, Mr. Singer worked at Lehman Brothers in the Investment Banking Analyst Program. Mr. Singer graduated from Williams College. Mr. Singer currently serves as a member of the board of directors of Ember Alpha Ltd., since 2017 and Barnes & Noble, Inc. since 2021.

Mr.

David Kerko

(Co-Chief

Executive Officer)

David Kerko is Head of North America Private Equity at Elliott Investment Management L.P. Prior to joining Elliott in 2021, Mr. Kerko was an Advisor to KKR & Co. Inc. (KKR) from 2015 through June 2020. From 2010 to 2015, Mr. Kerko was a Member at KKR and served as

Co-head

of the Technology Group from 2013 to 2015. Mr. Kerko joined KKR in 1998 and played an active role building the firm’s technology platform from 2006 to 2015. Prior to joining KKR, Mr. Kerko was with Gleacher NatWest Inc. where he was involved in mergers and acquisition transactions and financing work. He holds a B.S. from The Wharton School at the University of Pennsylvania and a B.S.E., summa cum laude, from the School of Engineering and Applied Science at the University of Pennsylvania.

Mr.

Isaac Kim

(Co-Chief

Executive Officer)

Isaac Kim is a Senior Managing Director at Evergreen Coast Capital, the private equity affiliate of Elliott Investment Management L.P. Prior to establishing Evergreen in 2015, Mr. Kim was a Principal at Golden Gate Capital where he led investments in software. Before that, he was a consultant at Bain & Company. Outside of his professional career, Mr. Kim serves on the boards of YANA Ministry and ScholarMatch. Mr. Kim has an A.B. in Economics from Harvard University and an M.B.A. from the Stanford Graduate School of Business.

Mr.

Nabeel Bhanji

(President)

Nabeel Bhanji is a Portfolio Manager in Elliott Investment Management L.P.’s London office. Prior to joining Elliott in 2012, Mr. Bhanji was a private equity investor at Apax Partners. Before that, he was an investment banker at Goldman Sachs. Mr. Bhanji has a B.A. in Philosophy, Politics and Economics from Oxford University and an M.B.A. from Harvard Business School.

Mr.

Steven Barg

(Chief Financial Officer)

Steven Barg is Global Head of Corporate Engagement at Elliott Investment Management L.P. Prior to joining Elliott in February of 2020, Mr. Barg was a Participating Managing Director at Goldman Sachs, from 2010 until 2019. From 2010 until 2012, Mr. Barg served as

Co-head

of Asian Equity Capital Markets in Hong Kong. In 2013, he returned to New York to establish what became the firm’s Activism and Shareholder Advisory practice, which he led globally until 2019. In addition, while at Goldman, Mr. Barg served on both the Asian and the Global Equity Commitments Committees and was Global Head of Diversity for the Investment Banking Division. Prior to joining Goldman Sachs, Mr. Barg ran first the Asian equity and then the integrated capital markets business for UBS in Hong Kong beginning in 2006. Prior to UBS, Mr. Barg also served as a managing director in Equity Capital Markets at Credit Suisse in New York and London. In total, Mr. Barg had a 30 year career in investment banking prior to joining Elliott. Mr. Barg holds a B.A. from Wesleyan University and an M.B.A. from the Stanford Graduate School of Business. In addition, Mr. Barg was a Henry Luce Scholar in Hong Kong and a Coro Fellow in Public Affairs in New York.

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Ms.

Terry Kassel

(Chief Strategy Officer)

Terry Kassel is the Head of Strategic Human Resources at Elliott Investment Management L.P. and serves as Counsel on the Management Committee. Ms. Kassel is also a member of the Compliance and Operational Risk Committee. Previously, Ms. Kassel was Global Head of Human Resources and a member of the Operating Committee at Merrill Lynch & Co., Inc. from 2001 to 2006, Counsel and Head of Human Resources for the Private Client Division at Merrill Lynch & Co., Inc. from 2000 to 2001, and Litigation Counsel at Merrill Lynch, Pierce, Fenner & Smith from 1985 to 2000. Ms. Kassel serves as Chairman of the Board of

Start-Up

Nation Central, a

not-for-profit

based in Israel and inspired by the book,

Start-Up

Nation. She also serves as Director of the Paul E. Singer Foundation, and as Board Member of the Jewish Funders Network and Jewish Food Society. Ms. Kassel earned a J.D. from Seton Hall University and a B.A. in Political Science from New York University.

Our Independent Directors

Our efforts to seek a suitable business combination target will be complemented and augmented by the expertise and network of the relationships of our independent directors, Michael Capellas, Moira Kilcoyne, Charles Phillips and Val Rahmani, each of whom have extensive experience in business and financial matters.

Mr.

Michael Capellas

serves as a director as of the consummation of our initial public offering. Mr. Capellas has served as founder and Chief Executive Officer of Capellas Strategic Partners since November 2012. He served as Chairman of the Board of VCE Company, LLC from January 2011 until November 2012 and as Chief Executive Officer of VCE from May 2010 to September 2011. Mr. Capellas was the Chairman and Chief Executive Officer of First Data Corporation from September 2007 to March 2010. From November 2002 to January 2006, he served as Chief Executive Officer of MCI, Inc., previously WorldCom. From November 2002 to March 2004, he was also Chairman of the Board of WorldCom, and he continued to serve as a member of the board of directors of MCI until January 2006. Mr. Capellas left MCI as planned in early January 2006 upon its acquisition by Verizon Communications Inc. Previously, Mr. Capellas was President of Hewlett-Packard Company from May 2002 to November 2002. Before the merger of Hewlett-Packard and Compaq Computer Corporation in May 2002, Mr. Capellas was President and Chief Executive Officer of Compaq, a position he had held since July 1999, and Chairman of the Board of Compaq, a position he had held since September 2000. Mr. Capellas held earlier positions as Chief Information Officer and Chief Operating Officer of Compaq. Mr. Capellas also currently serves as the chairman of the board of directors of Flex Ltd., the chairman of the board of directors of Blue Yonder Group, Inc., the lead independent director of Cisco and is on the board of directors of Vesper Healthcare Acquisition Corp. and OnSolve. He previously served as lead independent director of MuleSoft, Inc., ending in 2018. Mr. Capellas holds a B.B.A. from Kent State University.

Ms.

Moira Kilcoyne

serves as a director as of the consummation of our initial public offering. Ms. Kilcoyne is a 30+ year technology and financial industry veteran. Moira retired from Morgan Stanley in early 2016 as the

Co-Head

of Global Technology and member of the Firm’s Management Committee. In her time with Morgan Stanley, Moira held a number of leadership positions. These included Global

Co-CIO

and Head of Technology for the Wealth and Investment Management organizations, where she was responsible for the overall Morgan Stanley Smith Barney Integration and Conversion efforts. She served as the COO of Global Operations, Technology and Data from 2008 to 2010 and International CIO based in London from 1996 to 2004. Her performance in mission critical roles eventually led to her serving as Global

Co-CIO

from 2013 to 2016. Kilcoyne began her career at IBM, where she served in multiple technical roles, before moving on to Morgan Stanley. She currently serves on the board of UK-based Quilter PLC., Citrix Systems, Inc., Arch Capital Group and as a Trustee of Manhattan College. Ms. Kilcoyne holds a B.S. from Manhattan College. We believe that Ms. Kilcoyne’s extensive global technology and operations experience, especially in the financial services industry make her well qualified to serve as a member of our board of directors.

Mr.

Charles Phillips

serves as a director as of the consummation of our initial public offering. Mr. Phillips served as Chief Executive Officer of Infor, Inc. from 2010 to 2020. He was a President of Oracle Corporation from 2003 to 2010 and served as a member of its Board of Directors and Executive Management Committee from 2004 to 2010. Prior to Oracle, Mr. Phillips was a managing director at Morgan Stanley in the Technology Group and served on its Board of Directors. He is a member of the Board of Directors of the Federal Reserve Bank of New York, the Apollo Theater, Business Executives for National Security and the New York Police Foundation. He served on President Obama’s Economic Recovery Board, led by Paul Volcker, and is a member of the Council on Foreign Relations. Mr. Phillips holds a B.S. in Computer Science from the U.S. Air Force Academy, an M.B.A. from Hampton University and a J.D. from New York Law School, and he is a member of the Georgia State Bar Association.

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Ms.

Val Rahmani

serves as a director as of the consummation of our initial public offering. Ms. Rahmani is a

non-executive

Director of the London Stock Exchange Group plc. She is a also a

non-executive

Director of RenaissanceRe Holdings Ltd, a Bermuda-based reinsurance company. She is a

non-executive

Director of CTG Inc, a Nasdaq-listed Technology solutions company. Val is a

non-executive

Director of Entrust, a Minneapolis based private Trusted Identity company. From 2009-2012 Val served as Chief Executive Officer of Damballa, Inc., a venture capital-funded cybersecurity company headquartered in Atlanta, Georgia. Prior to this, Ms. Rahmani was with IBM in various managerial capacities for 28 years. Her last role with IBM was General Manager of IBM Internet Security Systems. Other IBM roles included General Manager of the $2.7 billion Global Technology Services business, head of the Sales and Services Strategy unit, General Manager of IBM’s $3.5 billion UNIX server business, General Manager of IBM’s Mobile business as well as serving as the Executive Assistant to Louis Gerstner, then Chairman and Chief Executive Officer, Ms. Rahmani holds an MA and a Doctor of Philosophy degree in Chemistry from Oxford University, England. We believe that Ms. Rahmani’s experience in executive roles and a background of leading global organizations in the technology industry make her well qualified to serve as a member of our board of directors.

Business Strategy

Our business strategy is to identify and complete a business combination that creates long-term value for our shareholders. We believe our investment team’s prior experience and track record of investing in public and private companies, along with our rigorous fundamental approach, will enable us to successfully identify and execute an initial business combination. We will leverage Elliott’s extensive network of relationships, ranging from senior management teams at public and private companies to investment partners and advisors, to assist in the identification of potential targets for the initial business combination.

We believe our management team will be able to execute on our business strategy by leveraging Elliott’s core competencies, including the following:

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Sourcing capabilities

: Given alignment with the Funds, we have direct access to Elliott’s global investment resources, which focus on developing proprietary investment opportunities. Our opportunity targeting is further enhanced by Elliott’s domain expertise in the technology sector, as Elliott has either invested in potential targets (either in the private or public markets), invested in direct competitors of potential targets or operated within potential targets through its operating executive network of consultants. Our management team has a relationship network built through our public investing activities as well as our private equity activities, which serves as a unique cross-section for deal sourcing. Given that a number of Elliott’s value-creation engagements at public companies have resulted in

public-to-private

opportunities for other private equity firms, our management team has strong private equity relationships. In addition, given Elliott’s flexible capital deployment mandate, Elliott has helped finance a number of other firms’ private equity transactions, which also has strengthened relationships in the private equity community. Finally, through Elliott’s Menlo Park, CA office and technology private equity team, Elliott has developed a number of important relationships with leading growth equity firms, venture capital firms, and relevant intermediaries across the industry from which we expect to benefit.

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Fundamental analysis

: We believe that Elliott’s professionals possess the skills, resources and experience to both identify and create value. Elliott’s investment team, which includes our management team, has more than 100 years of cumulative experience investing in and working with technology companies, and Elliott’s network of operating executives have more than 150 years’ experience cumulatively operating technology businesses. These executives also possess, cumulatively, decades of experience advising private equity firms and their portfolio companies. The investment team and operating executives spend significant time conducting primary due diligence as part of Elliott’s research process, and these professionals engage directly with portfolio companies to help identify and execute on valuation creation levers.

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Strong public shareholding stewardship

: Elliott’s history in public equity investing demonstrates its long-term value creation mindset. Elliott drives change in many of the public companies in which it invests, and the application of this capability and mindset should help drive performance post-business combination. Furthermore, our management’s experience in the public markets developed at Elliott will be a key selling point to potential targets that have various exit choices, as our management has a demonstrable track record creating value through Elliott’s public and private equity teams.

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Expertise in technology

: Both Elliott’s public equity and private equity teams have operational and investment experience in technology and technology-enabled services businesses, which our management team believes gives us a differentiated view in sourcing investments and evaluating investment opportunities. This experience allows us to partner with management teams to drive shareholder value through strategic, growth-enhancing initiatives and other operational changes.

Market Opportunity

We intend to identify and acquire a business within the technology and technology-enabled services industry. We believe that these sectors represent attractive target markets given the size, breadth and prospects for growth, with global information technology spending projected to be $4.1 trillion in 2021 and expected to continue to grow in the future. Today, software drives competitive advantage. Organizations are undergoing digital transformations to remain competitive and stay relevant to their customers. To meet the demands of this transformation, they are adopting more software and doing so at an increasing pace. While historically deploying software was a manual process that took place episodically, innovation and competitive advantage now hinge upon the ability of organizations to automate via software. As a result, global enterprise application software is expected to grow at an annualized rate of 13% from 2021 to 2025 with spending forecasted to increase from $235 billion to $380 billion. Infrastructure software is expected to grow at an annualized rate of 11% in the same period with spending forecasted to increase from $282 billion to $423 billion. Information technology (IT) services, which include fast-growing segments such as managed services and cloud infrastructure services, represent a $1.1 trillion market that is expected to grow at an annualized rate of 8% over the next four years. We believe that such an addressable market paired with the current environment that stresses the consequent need to adapt to remote access environments will result in accelerated digitization trends and highlight areas where enterprises will need to enhance their investments.

Remote work, the proliferation of cloud computing, and increasing network speeds (including the advent of 5G) have all accelerated this digital transformation. How well a business can build, deliver and manage IT drives its ability to offer differentiated services and compete effectively in the global and online business environment. This evolution has elevated the strategic importance of IT resources in many enterprises and increased the scope of the digital services that they are expected to deliver and manage. Across many industries, IT organizations are adopting multi-cloud and hybrid-cloud IT strategies to achieve cost savings, improve security, enhance agility and gain greater flexibility. Digital-first organizations are better able to capture data and analytics via artificial intelligence and machine learning embedded within business workflows to make faster strategic and operational decisions. Today, 90% of companies use cloud-based services and these investments are set to double as a percentage of IT budgets over the next three years. CIOs are looking to modernize their technology stacks and applications in order to better partner with their business counterparts to innovate and scale.

As businesses continue to adapt to current working environments centered around increasingly higher adoption rates of remote work and digital touchpoints, we believe businesses will need to expedite their digital transformation plans in order to maintain a competitive advantage. The IT weaknesses exposed as a result of the

COVID-19

pandemic helped businesses better appreciate the full benefit of “cloud”-based computing and heightened their focus on digitization. As a result, we believe

on-premises

enterprise applications will be evaluated with greater urgency, spurring businesses to rationalize their enterprise application portfolio and retire, replace or rebuild software products. These market trends also lead to an evolving landscape around cybersecurity and cyber-readiness for enterprises that need to be addressed by newer technologies.

Initial Business Combination Criteria

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:

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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.

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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.

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SEC Form 10-K filed by Elliott Opportunity II Corp.