10-Q

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-Q

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

For the quarterly period ended September 30, 2022

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

For the transition period from

ELLIOTT OPPORTUNITY II CORP.

(Exact name of registrant as specified in its charter)


Cayman Islands	001-40549	98-1581385
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

360 S Rosemary Ave, 18th Floor

West Palm Beach, FL 33401

(Address of principal executive offices, including zip code)

(212)974-6000

Registrant’s Telephone Number, Including Area Code

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 of the Units	EOCW WS	The New York Stock Exchange
Units, each consisting of one Class A ordinary share andone-fourthof a redeemable warrant to acquire one Class A ordinary share	EOCW.U	The New York Stock Exchange

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 has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T(§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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

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 is a shell company (as defined in Rule

12b-2

of the Exchange Act). Yes ☒ No ☐

As of November

, 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.


	Page
Part I. Financial Information
Item 1. Financial Statements
Condensed Balance Sheets as of September 30, 2022 (unaudited) and December 31, 2021 (audited)		1
Unaudited Condensed Statements of Operations for the three and nine months ended September 30, 2022 and for the three months ended September 30, 2021 and for the period from February 1, 2021 (Inception) to September 30, 2021		2
Unaudited Condensed Statement of Changes in Shareholders’ Deficit for the three and nine months ended September 30, 2022 and for the three months ended September 30, 2021 and for the period from February 1, 2021 (Inception) to September 30, 2021		3
Unaudited Condensed Statement of Cash Flows for the nine months ended September 30, 2022 and for the period from February 1, 2021 (Inception) to September 30, 2021		4
Notes to Unaudited Condensed Financial Statements		5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		20
Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk		26
Item 4. Controls and Procedures		26
Part II. Other Information
Item 1. Legal Proceedings		27
Item 1A. Risk Factors		27
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities		27
Item 3. Defaults Upon Senior Securities		27
Item 4. Mine Safely Disclosures		28
Item 5. Other Information		28
Item 6. Exhibits		28
Part III. Signatures		29


	September 30, 2022 (Unaudited)			December 31, 2021 (Audited)
Assets
Current assets:
Cash	$	400,054		$	720,480
Prepaid expenses		636,842			856,416

Total Current Assets		1,036,896			1,576,896
Prepaid expenses—noncurrent		—			413,554
Investment held in Trust Account		613,359,931			609,610,629

TOTAL ASSETS	$	614,396,827		$	611,601,079

Liabilities and Shareholders’ Deficit
Current liabilities:
Accrued expenses	$	1,316,092		$	1,252,721
Due to related party		150,000			60,000

Total Current Liabilities		1,466,092			1,312,721
Deferred underwriters’ discount		21,332,500			21,332,500
Warrant liability		4,164,933			28,176,791

Total liabilities		26,963,525			50,822,012

Commitments and contingencies (Note 6)
Class A ordinary shares subject to possible redemption, 60,950,000 at redemption value of $10.00 at September 30, 2022 and December 31, 2021		613,359,931			609,500,000
Shareholders’ Deficit
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding		—			—
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; none issued or outstanding (excluding 60,950,000 shares subject to possible redemption) at September 30, 2022 and December 31, 2021		—			—
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 15,237,500 issued and outstanding at September 30, 2022 and December 31, 2021		1,524			1,524
Additional paid-in capital		—			—
Accumulated deficit		(25,928,153	)		(48,722,457	)

Total Shareholders’ Deficit		(25,926,629	)		(48,720,933	)

Total Liabilities and Shareholders’ Deficit	$	614,396,827		$	611,601,079


	Three Months Ended September 30,						Nine Months Ended September 30,			For the period from February 1, 2021 (Inception) to September 30,
	2022			2021			2022			2021
Formation and operating costs	$	311,612		$	348,223		$	1,108,070		$	360,490

Loss from operations		(311,612	)		(348,223	)		(1,108,070	)		(360,490	)
Other income:
Interest earned on investment held in Trust Account		2,697,903			58,244			3,749,302			58,244
Interest earned on cash held in bank account		623			1,140			1,145			1,153
Offering costs allocated to warrants		—			(1,053,836	)		—			(1,053,836	)
Fair value in excess of proceeds from sale of private warrants		—			(188,584	)		—			(188,584	)
Change in fair value of warrant liability		2,616,099			1,979,159			24,011,858			1,979,159

Total other income, net		5,314,625			796,123			27,762,305			796,136

Net income	$	5,003,013		$	447,900		$	26,654,235		$	435,646

Weighted average shares outstanding of Class A ordinary shares subject to possible redemption		60,950,000			60,950,000			60,950,000			23,171,074

Basic and diluted net income per share, Class A ordinary shares subject to possible redemption	$	0.07		$	0.01		$	0.35		$	0.01

Weighted average shares outstanding, Class B ordinary shares		15,237,500			15,237,500			15,237,500			14,005,579

Basic and diluted net income per share, Class B ordinary shares	$	0.07		$	0.01		$	0.35		$	0.01


	Class A Ordinary shares				Class B Ordinary shares				Additional Paid-in		Accumulated			Total Shareholder’s
	Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
Balance as of January 1, 2022		—	$	—		15,237,500	$	1,524	$	—	$	(48,722,457	)	$	(48,720,933	)
Net income		—		—		—		—		—		12,167,979			12,167,979

March 31, 2022		—	$	—		15,237,500	$	1,524	$	—	$	(36,554,478	)	$	(36,552,954	)
Change in value of ordinary shares subject to redemption		—		—		—		—		—		(1,162,028	)		(1,162,028	)
Net income		—		—		—		—		—		9,483,243			9,483,243

June 30, 2022		—	$	—		15,237,500	$	1,524	$	—	$	(28,233,263	)	$	(28,231,739	)
Change in value of ordinary shares subject to redemption		—		—						—		(2,697,903	)		(2,697,903	)
Net income		—		—		—		—		—		5,003,013			5,003,013

September 30, 2022		—	$	—		15,237,500	$	1,524	$	—	$	(25,928,153	)	$	(25,926,629	)


	Nine Months Ended September 30, 2022			For the period from February 1, 2021 (Inception) to September 30, 2021
Cash flows from operating activities:
Net income	$	26,654,235		$	435,646
Adjustments to reconcile net income to net cash used in operating activities:
Formation cost paid by Sponsor		—			12,267
Interest earned on marketable securities held in Trust Account		(3,749,302	)		(58,244	)
Offering costs allocated to warrants					1,053,837
Fair value in excess of proceed from sale of private warrants					188,584
Change in fair value of warrant liability		(24,011,858	)		(1,979,159	)
Changes in operating assets and liabilities:
Prepaid expense		633,128			(863,171	)
Other assets					(626,106	)
Accrued expenses		63,371			20,144
Due to related party		90,000			30,000

Net cash used in operating activities		(320,426	)		(1,786,202	)

Cash Flows from Investing Activities:
Investment of cash into Trust Account	$	—		$	(609,500,000	)

Net cash used in investing activities		—			(609,500,000	)

Cash Flows from Financing Activities:
Proceeds from sale of Units, net of underwriting discount		—			597,310,000
Proceeds from sale of Private Placements Warrants		—			16,190,000
Payment of promissory note		—			(286,377	)
Payment of offering costs		—			(442,856	)

Net cash provided by financing activities	$	—		$	612,770,767

Net change in cash		(320,426	)		1,484,565
Cash, beginning of period		720,480			—

Cash, end of the period	$	400,054		$	1,484,565

Supplemental disclosure of cash flow information:
Remeasurement of carrying value to redemption value	$	3,859,931		$	51,620,132

Deferred underwriters’ discount payable charged to additional paid-in capital	$	—		$	21,332,500

Accrued offering costs	$	—		$	580,500


	Carrying Value as of September 30, 2022		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value as of September 30, 2022
Cash	$	365	$	—	$	—	$	365
U.S. Treasury Securities		613,175,673		183,893		—		613,359,565

	$	613,176,038	$	183,893	$	—	$	613,359,930


	Carrying Value as of December 31, 2021		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value as of December 31, 2021
Cash	$	1,396	$	—	$	—		$	1,396
U.S. Treasury Securities		609,609,233		—		(30,488	)		609,578,745

	$	609,610,629	$	—	$	(30,488	)	$	609,580,141


Gross Proceeds from IPO	$	609,500,000
Less:
Proceeds allocated to public warrants		(17,852,479	)
Class A ordinary shares issuance costs		(33,791,129	)
Plus:
Remeasurement of carrying value to redemption value		51,643,608

Class A ordinary shares subject to possible redemption, December 31, 2021	$	609,500,000

Remeasurement of carrying value to redemption value		3,859,931

Class A ordinary shares subject to possible redemption, September 30, 2022	$	613,359,931


	For the Three Months Ended September 30, 2022				For the Three Months Ended September 30, 2021
	Class A		Class B		Class A		Class B
Basic and diluted net income per share:
Numerator:
Allocation of net income	$	4,002,410	$	1,000,603	$	358,320	$	89,580

Denominator:
Weighted-average shares outstanding		60,950,000		15,237,500		60,950,000		15,237,500

Basic and diluted net income per share	$	0.07	$	0.07	$	0.01	$	0.01


	For the Nine Months Ended September 30, 2022				For the period from February 1, 2021 (Inception) to September 30, 2021
	Class A		Class B		Class A		Class B
Basic and diluted net income per share:
Numerator:
Allocation of net income	$	21,323,388	$	5,330,847	$	271,525	$	164,121

Denominator:
Weighted-average shares outstanding		60,950,000		15,237,500		23,171,076		14,005,579

Basic and diluted net income per share	$	0.35	$	0.35	$	0.01	$	0.01


Level 1		Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment.

Level 2		Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means.

Level 3		Valuations based on inputs that are unobservable and significant to the overall fair value measurement.


	September 30, 2022		Quoted Prices In Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Assets:
Cash and Investments Held in Trust Account	$	613,359,931	$	613,359,931	$	—	$	—

	$	613,359,931	$	613,359,931	$	—	$	—

Liabilities:
Public Warrants Liability	$	2,438,000	$	2,438,000	$	—	$	—
Private Placement Warrants Liability		1,726,933		—		1,726,933		—

	$	4,164,933	$	2,438,000	$	1,726,933	$	—

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