Carney Technology Acquisition Corp. II announced a private placement of a promissory note in the principal amount of up to $300,000 on January 24, 2022. The transaction will include participation from returning investor Carney Technology Sponsor II LLC.

The principal of the note will be drawn down from time to time prior to the earlier of the date on which the company consummates its initial business combination and the date that the winding up of company is effective, upon written request to the investor, for an amount not less than $10,000, to be funded by the investor no later than 5 business days. The note bears no interest. At the election of the investor, all or a portion of the unpaid principal amount of the note may be converted into units of the company at a fixed conversion price of $10 per unit.

Each unit consists of one class A common share and one-third of one share purchase warrant. Each warrant entitles the holder to purchase one class A common share at an exercise price of $11.50 per share. The warrants will become exercisable on the later of 30 days after the completion of its initial business combination and 12 months from the closing of the initial public offering, and will expire five years after the completion of its initial business combination or earlier upon redemption or liquidation.

The warrants will be exercisable on a cashless basis and be non-redeemable, so long as they are held by the initial purchasers or their permitted transferees. If the company completes a business combination, it 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. The note was issued pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.