Item 1.01 Entry into a Material Definitive Agreement
On January 24, 2022, Carney Technology Acquisition Corp. II (the "Company")
issued a promissory note (the "Note") in the principal amount of up to $300,000
to Carney Technology Sponsor II LLC (the "Sponsor"). The Note was issued in
connection with advances the Sponsor has made, and may make in the future, to
the Company for working capital expenses. If the Company completes a business
combination, the Company would repay the Note out of the proceeds of the trust
account released to the Company. Otherwise, the Note would be repaid only out of
funds held outside the trust account. In the event that a business combination
does not close, the Company may use a portion of the working capital held
outside the trust account to repay the Note but no proceeds from the trust
account would be used to repay the Note. At the election of the Sponsor, all or
a portion of the unpaid principal amount of the Note may be converted into units
of the Company at a price of $10.00 per unit (the "Conversion Units"). The
Conversion Units and their underlying securities are entitled to the
registration rights set forth in the Note.
The issuance of the Note was made pursuant to the exemption from registration
contained in Section 4(a)(2) of the Securities Act of 1933, as amended.
The foregoing description is qualified in its entirety by reference to the Note,
a copy of which is attached as Exhibit hereto and is incorporated herein by
reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an
Off-balance Sheet Arrangement of a Registrant.
The disclosure contained in Item 1.01 of this Current Report on Form 8-K is
incorporated by reference in this Item 2.03.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
10.1 Promissory Note of the Company, dated January 24, 2022.
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