Carney Technology Acquisition Corp. II Announces Intent to Liquidate
February 10 2023 - 4:01PM
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.
In order to provide for the disbursement of funds from the trust
account, the Company has instructed the trustee of the trust
account to take all necessary actions to liquidate the securities
held in the trust account. The proceeds of the trust account will
be held in a non-interest bearing account while awaiting
disbursement to the holders of the Public Shares. Record holders
will receive their pro rata portion of the proceeds of the trust
account by delivering their Public Shares to Continental Stock
Transfer & Trust Company, the Company’s transfer agent.
Beneficial owners of Public Shares held in “street name,” however,
will not need to take any action in order to receive the redemption
amount. The redemption of the Public Shares is expected to be
completed within ten business days after February 14, 2023.
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.
About Carney Technology Acquisition Corp.
II
Carney Technology Acquisition Corp. II. is a blank check company
formed for the purpose of effecting a merger, capital stock
exchange, asset acquisition, stock purchase, reorganization or
similar business combination with one or more businesses. While the
Company may pursue an initial business combination target in any
business or industry, it intends to focus its search on companies
in the technology industry. The Company is led by Chief Executive
Officer and Chief Financial Officer and Chairman David Roberson,
Chief Acquisition Officer Lloyd Carney and President Gale
England.
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 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.
Contact person: David Roberson Title: Chief Executive Officer
and Chief Financial Officer Phone: (619) 736-6855 Address: 630
Ramona St., Palo Alto, California 94301 Email:
info@carneytechnology.com
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