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.
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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)
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CARNEY TECHNOLOGY ACQUISITION CORP. II 
