CARNEY TECHNOLOGY ACQUISITION CORP. II Item 1.01. Entry into a Material Definitive Agreement.
On
On
The Note bears no interest and is repayable in full upon the earlier of (a) the
date of the consummation of the Company's initial business combination, or
(b) the date of the liquidation of the Company. Notwithstanding the foregoing,
the Sponsor may elect to convert up to
The foregoing description is qualified in its entirety by reference to the Note, a copy of which is attached as Exhibit 10.1 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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On
The foregoing description is qualified in its entirety by reference to the Charter Amendment, a copy of which is attached as Exhibit 3.1 hereto and is incorporated by reference herein.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Meeting, an aggregate of at least 25,606,251 shares of the Company's
common stock, which represents a quorum of the outstanding common stock entitled
to vote as of the record date of
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At the Meeting, the Company's stockholders voted on the following proposals, each of which was approved:
(1) The Extension Amendment Proposal - a proposal to amend the Company's Amended
and Restated Certificate of Incorporation to extend the date by which the
Company must consummate its initial business combination from
For Against Abstain 37,738,742 1,327,702 62,796
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(2) The Director Election Proposal - to elect two persons as Class I directors (to serve until the annual meeting to be held in 2025 or until a successor is elected and qualified or their earlier resignation or removal). The following is a tabulation of the votes with respect to the election of directors, each of whom was elected by the Company's stockholders:
Name For Withheld Carole Goode 31,781,104 7,348,136 Lieutenant General (Rt.) Robert Ferrell 31,781,107 7,348,133
In connection with the Meeting, stockholders holding 30,497,783 of the Company's
common stock (the "Public Shares") exercised their right to redeem their shares
for a pro rata portion of the funds in the Company's trust account. As a result,
approximately
Item 9.01 Financial Statements and Exhibits
(d) Exhibits Exhibit Number Title 3.1 Amendment to the Certificate of Incorporation of the Company. 10.1 Promissory Note issued to the Sponsor. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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