0000899243-21-026295.txt : 20210628 0000899243-21-026295.hdr.sgml : 20210628 20210628193013 ACCESSION NUMBER: 0000899243-21-026295 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20210628 FILED AS OF DATE: 20210628 DATE AS OF CHANGE: 20210628 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SMITH GRAHAM CENTRAL INDEX KEY: 0001219883 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40549 FILM NUMBER: 211055150 MAIL ADDRESS: STREET 1: 301 BRANNMAN ST CITY: SAN FRANCISCO STATE: CA ZIP: 94107 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Elliott Opportunity II Corp. CENTRAL INDEX KEY: 0001843862 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 0131 BUSINESS ADDRESS: STREET 1: PHILLIPS POINT, EAST TOWER STREET 2: 777 S. FLAGLER DRIVE, SUITE 1000 CITY: WEST PALM BEACH STATE: FL ZIP: 33401 BUSINESS PHONE: (212) 478-2370 MAIL ADDRESS: STREET 1: PHILLIPS POINT, EAST TOWER STREET 2: 777 S. FLAGLER DRIVE, SUITE 1000 CITY: WEST PALM BEACH STATE: FL ZIP: 33401 FORMER COMPANY: FORMER CONFORMED NAME: Wood Hill Opportunity Corp. DATE OF NAME CHANGE: 20210202 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2021-06-28 0 0001843862 Elliott Opportunity II Corp. EOCW.U 0001219883 SMITH GRAHAM PHILLIPS POINT, EAST TOWER 777 S. FLAGLER DRIVE, STE 1000 WEST PALM BEACH FL 33401 1 0 0 0 Class B Ordinary Shares 0.00 Class B Ordinary Shares 75000 D The Class B Ordinary Shares are automatically convertible into the Issuer's Class A Ordinary Shares at the time of the Issuer's initial business combination on a one-for-one basis, subject to adjustment, as more fully described under the heading "Description of Securities - Founders Shares" in the Issuer's registration statement on Form S-1 (File No. 333-253328). Exhibit List - Exhibit 24 - Power of Attorney /s/ Isaac Kim, as attorney-in-fact for Graham Smith 2021-06-28 EX-24 2 attachment1.htm EX-24 DOCUMENT

                               Power of Attorney

KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints each and any of Isaac Kim its true and lawful attorney-in-fact and
agent, with full power of substitution and re-substitution, for him and in his
name, place and stead, in any and all capacities (until revoked in writing) to:

    1.  Sign any and all instruments, certificates and documents appropriate or
required to be executed on behalf of the undersigned pursuant to sections 13 and
16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and
any and all regulations promulgated thereunder (including, without limitation,
any Joint Filing Agreement with respect thereto), and to file the same, with all
exhibits thereto, and any other documents in connection therewith, with the
Securities and Exchange Commission (the "SEC"), and with any other entity when
and if such is mandated by the Exchange Act or by the Bylaws of the Financial
Industry Regulatory Authority;

    2.  prepare, execute, acknowledge, deliver and file a Form ID
(including any amendments or authentications thereto) with respect to obtaining
EDGAR codes, with the SEC;

    3.  seek or obtain, as the representative of the undersigned and on
behalf of the undersigned, information on transactions in the securities of
Elliott Opportunity II Corp., from any third party, including brokers, employee
benefit plan administrators and trustees, and the undersigned hereby authorizes
any such person to release any such information to such attorneys-in-fact and
the undersigned approves and ratifies any such release of information; and

    4.  perform any and all other acts which in the discretion of such
attorneys-in-fact are necessary or desirable for and on behalf of the
undersigned in connection with the foregoing.

The undersigned acknowledges that:

    1.  this Power of Attorney authorizes, but does not require, such
attorneys-in-fact to act in their discretion on information provided to such
attorneys-in-fact without independent verification of such information;

    2.  any documents prepared and/or executed by such attorneys-in-fact on
behalf of any of the undersigned pursuant to this Power of Attorney will be in
such form and will contain such information and disclosure as such attorney-in-
fact, in his or her discretion, deems necessary or desirable;

    3.  neither the Company nor such attorneys-in-fact assumes (a) any liability
for responsibility to comply with the requirements of the Exchange Act for any
of the undersigned, (b) any liability for any failure to comply with such
requirements for any of the undersigned, or (c) any obligation or liability for
profit disgorgement under Section 16(b) of the Exchange Act for any of the
undersigned; and

    4.  this Power of Attorney does not relieve any of the undersigned from
responsibility for compliance with the undersigned's obligations under the
Exchange Act, including without limitation the reporting requirements under
Sections 13 and 16 of the Exchange Act.

    The undersigned hereby gives and grants the foregoing attorneys-in-fact full
power and authority to do and perform all and every act and thing whatsoever
requisite, necessary or appropriate to be done in and about the foregoing
matters as fully to all intents and purposes as the undersigned might or could
do if present, with full power of substitution and revocation, hereby ratifying
all that such attorney-in-fact, or such attorney-in-fact's substitute or
substitutes, of, for and on behalf of the undersigned, shall lawfully do or
cause to be done by virtue of this Power of Attorney. This Power of Attorney
shall remain in full force and effect until revoked by the undersigned in a
signed writing delivered to such attorneys-in-fact.

                         [Signature page follows]

    IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 28th day of June, 2021.

                                        /s/ Graham Smith
                                        ----------------------------
                                        Name: Graham Smith