Item 8.01 Other Events.
On December 12, 2022, Carney Technology Acquisition Corp. II (the "Company")
issued a press release announcing that its special meeting in lieu of an annual
meeting of the stockholders (the "Meeting") would be postponed from December 13,
2022 to 9:00 a.m. Eastern Time on December 14, 2022. In addition, the Company
issued a separate press release announcing that to mitigate the current
uncertainty surrounding the implementation of the Inflation Reduction Act of
2022, in the event that the extension (the "Extension") of the time period the
Company has to complete an initial business combination (the "Business
Combination") is implemented as described in the Proxy Statement (defined
below), Carney Technology Sponsor II LLC, the sponsor of the Company, or a
designee, will indemnify the Company for any excise tax liabilities with respect
to any future redemptions that occur after December 31, 2022 and prior to or in
connection with a Business Combination or liquidation of the Company.
Additionally, if the Extension is implemented, the Company plans to maintain the
remaining amount in its trust account in an interest bearing demand deposit
account at a bank. Interest on such deposit account is variable and currently
expected to be at approximately 3.0% per annum.
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.
Participants in the Solicitation
The Company and its directors and executive officers and other persons may be
deemed to be participants in the solicitation of proxies from the Company's
stockholders in respect of the Extension. Information regarding the Company's
directors and executive officers is available in its annual report on Form 10-K
filed with the SEC. Additional information regarding the participants in the
proxy solicitation and a description of their direct and indirect interests are
contained in the Proxy Statement.
No Offer or Solicitation
This communication shall not constitute an offer to sell or the solicitation of
an offer to buy any securities, nor shall there be any sale of securities in any
jurisdiction in which the offer, solicitation or sale would be unlawful prior to
the registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities Act of 1933,
as amended.
Additional Information
The Company has filed with the Securities and Exchange Commission (the "SEC") a
definitive proxy statement (the "Proxy Statement") in connection with the
Meeting to consider and vote upon the Extension and other matters and, beginning
on November 23, 2022, mailed the Proxy Statement and other relevant documents to
its stockholders as of the November 10, 2022 record date for the Meeting. The
Company's stockholders and other interested persons are advised to read the
Proxy Statement and any other relevant documents that have been or will be filed
with the SEC in connection with the Company's solicitation of proxies for the
Meeting because these documents will contain important information about the
Company, the Extension and related matters. Stockholders may also obtain a free
copy of the Proxy Statement, as well as other relevant documents that have been
or will be filed with the SEC, without charge, at the SEC's website located
at www.sec.gov or by directing a request to MacKenzie Partners, Inc. at
1-800-322-2885 (toll free) or by email at proxy@mackenziepartners.com.
Forward-Looking Statements
This press release may include, and oral statements made from time to time by
representatives of the Company may include, "forward-looking statements" within
the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. Statements
regarding possible business combinations and the financing thereof, and related
matters, as well as all other statements other than statements of historical
fact included in this press release are forward-looking statements. When used in
this press release, words such as "anticipate," "believe," "continue," "could,"
"estimate," "expect," "intend," "may," "might," "plan," "possible," "potential,"
"predict," "project," "should," "would" and similar expressions, as they relate
to us or our management team, identify forward-looking statements. Such
forward-looking statements are based on the beliefs of
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management, as well as assumptions made by, and information currently available
to, the Company's management. Actual results could differ materially from those
contemplated by the forward-looking statements as a result of certain factors
detailed in the Company's filings with the SEC. All subsequent written or oral
forward-looking statements attributable to us or persons acting on our behalf
are qualified in their entirety by this paragraph. Forward-looking statements
are subject to numerous conditions, many of which are beyond the control of the
Company, including those set forth in the Risk Factors section of the Company's
registration statement and prospectus for the Company's initial public offering
filed with the SEC. The Company undertakes no obligation to update these
statements for revisions or changes after the date of this release, except as
required by law.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit
Number Title
99.1 Press Release, dated December 12, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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