UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

~~PURSUANT~~Pursuant TOto ~~SECTION~~Section 13 ORor 15(d)

OFof ~~THE~~The ~~SECURITIES~~Securities ~~EXCHANGE~~Exchange ~~ACT~~Act OFof 1934

Date of Report (Date of earliest event reported): ~~December 20~~February 10, ~~2022~~2023

Carney ~~CARNEY~~Technology ~~TECHNOLOGY~~Acquisition ~~ACQUISITION CORP~~Corp. II

(Exact name of registrant as specified in its charter)

Delaware

001-39779

85-2832589

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

630 Ramona ~~Street~~St.

Palo Alto, CA ~~94301~~

(Address of principal executive offices~~, including zip code~~)

94301

(Zip Code)

Registrant’s telephone number, including area code: (619) 736-6855

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	~~Trading Symbol~~TradingSymbol(s)	Name of each exchange on which registered
Units, each consisting of one share of Class A Common Stock and one-third of one Redeemable Warrant	CTAQU	The Nasdaq Stock Market LLC
Class A common stock, par value $0.0001 per share	CTAQ	The Nasdaq Stock Market LLC
Shares of Class A Common Stock, par value $0.0001 per share	CTAQ	The Nasdaq Stock Market LLC
Redeemable warrants included as part of the units, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50	CTAQW	The Nasdaq Stock Market LLC
Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock for $11.50 per share	CTAQW	The Nasdaq Stock Market LLC
Units, each consisting of one share of Class A common stock and one-third of one redeemable warrant	CTAQU	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 18.01. ~~Entry~~Other ~~into a Material Definitive Agreement~~Events.

On ~~December 19~~February 10, ~~2022~~2023, Carney Technology Acquisition Corp. II (the “Company”) ~~issued~~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 ~~promissory~~special ~~note~~meeting in lieu of an annual meeting of the stockholders (the “~~Note~~Meeting”) inwhereby the ~~principal~~stockholders ~~amount~~approved an extension of upthe todate ~~$2,340,533.00~~by which the Company has to ~~Carney~~complete ~~Technology~~an ~~Sponsor~~initial IIbusiness ~~LLC~~combination from December 14, 2022 to June 14, 2023 (the “~~Sponsor~~Extension”). At the time of the Meeting, ~~pursuant~~the toCompany ~~which~~was in active discussions with a partner company and believed it could complete a business combination if the ~~Sponsor~~Extension ~~agreed~~were to ~~loan~~be approved by the stockholders. However, after careful consideration, the Company uphas determined it would be unable to ~~$2,340,533~~deliver a high quality transaction to stockholders even with an Extension.00 Therefore, indue ~~connection~~to ~~with~~the recent developments, the ~~extension~~Board of Directors of the Company’s ~~time~~has determined not to ~~consummate~~further aextend ~~business~~the ~~combination~~term ~~from~~the ~~December 14,~~Company ~~2022~~has to ~~June~~ complete an initial business combination beyond February 14, 2023 and proceed with the Liquidation.

OnAs ~~December~~of ~~19, 2022,~~ the ~~Company~~close ~~deposited $390,088.68~~ of ~~such~~business ~~funds~~on ~~into~~February 14, ~~the~~2023, ~~Company’s trust account (~~the ~~“Trust~~Class A ~~Account”),~~common ~~which~~stock ~~amount~~that ~~will~~were be included in the ~~pro~~units ~~rata~~issued ~~amount distributed to (i) all of the holders of the Class A common stock sold~~ in the Company’s initial public offering (“Public Shares”) ~~upon~~will ~~the~~be ~~Company’s~~deemed ~~liquidation~~cancelled orand ~~(ii) holders~~will ofrepresent ~~Public~~only ~~Shares~~the ~~who~~right ~~elect~~ to ~~have~~receive ~~their shares redeemed in connection with~~ the ~~consummation~~redemption ~~of the Company’s initial business combination~~amount.

The ~~Note~~Company’s ~~bears~~sponsor nohas ~~interest~~agreed ~~and~~to iswaive ~~repayable~~its inredemption ~~full~~rights ~~upon~~with ~~the~~respect ~~earlier~~to ofits ~~(a)~~outstanding Class ~~the~~B ~~date~~common ofstock ~~the~~issued ~~consummation~~prior ofto the Company’s initial ~~business~~public ~~combination,~~offering orand ~~(b)~~ the date of the liquidation of the Company. Notwithstanding the foregoing, the Sponsor may elect to convert up to $1,200,000 of the unpaid principal balance of the Note into that number of units, each unit consisting of one share of Class A common stock ofcontained in the ~~Company~~units ~~and~~issued ~~one~~in ~~third~~a ofprivate ~~one~~placement ~~warrant,~~concurrent ~~each~~with ~~whole~~the ~~warrant~~initial ~~exercisable~~public ~~for one share of Class A common stock of the Company~~offering.

~~The~~There ~~foregoing~~will ~~description~~be isno ~~qualified~~redemption inrights ~~its~~or ~~entirety~~liquidating bydistributions ~~reference~~with respect to the ~~Note~~Company’s warrants, ~~a copy of~~ which iswill ~~attached~~expire ~~as Exhibit 10~~worthless.1 ~~hereto and is incorporated herein by reference.~~

~~Item~~A ~~2.03.~~copy ~~Creation~~ of athe ~~Direct~~press ~~Financial~~release ~~Obligation~~issued orby anthe ~~Obligation~~Company ~~Under~~is anattached ~~Off-balance~~as ~~Sheet~~Exhibit ~~Arrangement~~99.1 ofand ais ~~Registrant~~incorporated by reference into this Item 8.01.

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 December 14, 2022, the Company held a special meeting in lieu of the 2021 annual meeting of stockholders (the “Meeting”). At the Meeting, the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Charter Amendment”) to extend the date by which the Company must consummate its initial business combination from December 14, 2022 to June 14, 2023 (or such earlier date as determined by the Company’s board of directors (the “Board”). The Company filed the Charter Amendment with the Secretary of State of the State of Delaware on December 14, 2022.

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 November 10, 2022, were represented in person or by proxy at the Meeting.

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 December 14, 2022 to June 14, 2023 (or such earlier date as determined by the Board). The following is a tabulation of the votes with respect to this proposal, which was approved by the Company’s stockholders:

For		Against		Abstain
37,738,742		1,327,702		62,796

(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 of the date of this report, the final amount being redeemed from the Trust Account, the amounts of funds remaining in the Trust Account, and the per-share redemption price are being calculated by Continental Stock Transfer & Trust Company, the transfer agent and trustee of the Company. The Company expects to file a Current Report on Form 8-K to announce such information as soon as possible.

Item 9.01

Financial Statements and Exhibits

(d) Exhibits

Exhibit Number		Title
3.1		Amendment to the Certificate of Incorporation of the Company.
99.1		Press Release, dated February 10, 2023
10.1		Promissory Note issued to the Sponsor.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

~~SIGNATURE~~SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CARNEY TECHNOLOGY ACQUISITION CORP. II


By:		/s/ David Roberson
Name:		David Roberson
Title:		Chief Executive Officer, Chief Financial Officer and Chairman of the Board

Dated: February 10, 2023

Dated: December 20, 2022

Carney Technology Acquisition Corp. II

/s/ David Roberson

David Roberson

Chief Executive Officer, Chief Financial Officer and Chairman of the Board

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