UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01. | Other Events. |
On February 10, 2023, Carney Technology Acquisition Corp. II (the “Company”) announced today that it will be unable to consummate an initial business combination and intends to dissolve and liquidate in accordance with the provisions of its Amended and Restated Certificate of Incorporation, as amended (“Liquidation”). On December 14, 2022, the Company held a special meeting in lieu of an annual meeting of the stockholders (the “Meeting”) whereby the stockholders approved an extension of the date by which the Company has to complete an initial business combination from December 14, 2022 to June 14, 2023 (the “Extension”). At the time of the Meeting, the Company was in active discussions with a partner company and believed it could complete a business combination if the Extension were to be approved by the stockholders. However, after careful consideration, the Company has determined it would be unable to deliver a high quality transaction to stockholders even with an Extension. Therefore, due to the recent developments, the Board of Directors of the Company has determined not to further extend the term the Company has to complete an initial business combination beyond February 14, 2023 and proceed with the Liquidation.
As of the close of business on February 14, 2023, the Class A common stock that were included in the units issued in the Company’s initial public offering (“Public Shares”) will be deemed cancelled and will represent only the right to receive the redemption amount.
The Company’s sponsor has agreed to waive its redemption rights with respect to its outstanding Class B common stock issued prior to the Company’s initial public offering and the Class A common stock contained in the units issued in a private placement concurrent with the initial public offering.
There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless.
A copy of the press release issued by the Company is attached as Exhibit 99.1 and is incorporated by reference into this Item 8.01.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit Number |
Title | |
| 99.1 | Press Release, dated February 10, 2023 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
CARNEY TECHNOLOGY ACQUISITION CORP. II
| By: | /s/ David Roberson | |
| Name: | David Roberson | |
| Title: | Chief Executive Officer, Chief Financial Officer and Chairman of the Board |
Dated: February 10, 2023