UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, DCD.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d)

of the Securities Exchange Act of 1934

Date of Report (~~Date~~date of earliest event reported): June 6, 2023 (June 1, 2023)

~~August 26,~~ELLIOTT ~~2022~~OPPORTUNITY II CORP

~~ELLIOTT~~(Exact ~~OPPORTUNITY~~name IIof ~~CORP.~~registrant as specified in its charter)

(Exact Name of Registrant as Specified in its Charter)


Cayman Islands	001-40549	N/A
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

Cayman Islands	001-40549	98-1581385
360 Rosemary Ave, 18th Floor West Palm Beach, Florida	33401
(State or other jurisdictionof incorporation)	(CommissionFile Number)	(I.R.S. EmployerIdentification No.)
(Address of Principal Executive Offices)	(Zip Code)

360 S Rosemary Ave, 18th Floor West Palm Beach, FL		33401
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: +1 212-974-6000

Registrant’s telephone number, including area code: (212) 974-6000

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ~~(see General Instruction A.2. below)~~:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class	TradingSymbol(s)	Name of each ~~exchange~~exchangeon 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, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50	EOCW WS	The New York Stock Exchange
Redeemable warrants to acquire one Class A ordinary share included as part of the Units	EOCW WS	The New York Stock Exchange
Units, each consisting of one Class A ordinary share and one-fourth of one redeemable warrant to acquire one Class A ordinary share	EOCW.U	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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

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. ☐

Item 53.~~02.~~01 ~~Departure~~Notice of ~~Directors~~Delisting or ~~Certain~~Failure ~~Officers;~~to ~~Election~~Satisfy ofa ~~Directors;~~Continued ~~Appointment~~Listing ofRule ~~Certain~~or ~~Officers~~Standard; ~~Compensatory~~Transfer ~~Arrangements~~ of ~~Certain Officers~~Listing.

On ~~August~~June 261, ~~2022~~2023, ~~Charles Phillips, a member of~~ the ~~Board~~New ofYork ~~Directors~~Stock Exchange (the “~~Board~~NYSE”) ofnotified Elliott Opportunity II Corp. (the “Company”), ~~notified~~that the ~~Board~~NYSE ofdetermined ~~his~~to ~~decision~~commence proceedings to ~~resign~~delist asthe ~~director~~Company’s ofwarrants from the NYSE and that trading in the Company’s ~~effective~~warrants would be suspended immediately., ~~Mr. Phillips~~due ~~has~~to ~~been~~trading aprice ~~member~~levels pursuant to Section 802.01D of the ~~Board~~NYSE ~~since~~Listed ~~the~~Company Manual. The Company’s ~~initial~~deadline ~~public~~to ~~offering,~~complete ~~was~~a ~~the~~business ~~chairman~~combination ofis ~~the~~July 1, ~~Nominating~~2023 and ~~Corporate~~the ~~Governance~~Company ~~Committee~~does ofnot ~~the~~expect ~~Board,~~to ~~the~~be ~~co-chairman~~able ofto ~~the~~complete ~~Operating~~a ~~Committee~~business ofcombination ~~the~~by ~~Board~~such ~~and~~time, ~~was~~in awhich ~~member~~case of the ~~Audit~~Company ~~Committee~~expects ofall ~~the~~outstanding ~~Board~~warrants ~~and~~to ~~the~~expire ~~Compensation~~worthless ~~Committee~~upon liquidation of the ~~Board.~~Company ~~Mr. Phillip’s~~following ~~resignation~~such ~~was~~date. ~~not~~As a result, ~~of any disagreement with~~ the Company ordoes ~~any~~not ~~matter~~intend ~~relating~~ to ~~its~~appeal ~~operations,~~the ~~policies~~NYSE’s ~~or practices~~determination.

~~SIGNATURES~~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~~Dated: ~~August~~June 266, ~~2022~~2023

ELLIOTT OPPORTUNITY II CORP. By: /s/ ~~Isaac~~Steven ~~Kim~~Barg ~~Isaac~~Name: ~~Kim~~Steven Barg Title: Chief ~~Executive~~Financial Officer

Filing Compare · Elliott Opportunity II Corp.