Current Report Filing (8-k)
29 January 2021 - 11:11PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): January 29, 2021
Carney
Technology Acquisition Corp. II
(Exact
name of registrant as specified in its charter)
Delaware
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001-39779
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85-2832589
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(State
or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification No.)
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533
Airport Blvd
Suite
400
Burlingame,
CA 94010
(Address
of principal executive offices, including 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:
☐
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Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which
registered
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Units,
each consisting of one share of Class A Common Stock and one-third of one Redeemable Warrant
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CTAQU
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The NASDAQ Stock
Market LLC
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Class A Common Stock, par value $0.0001 per
share
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CTAQ
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The NASDAQ Stock
Market LLC
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Warrants,
each exercisable for one share Class A Common Stock for $11.50 per share
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CTAQW
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The NASDAQ Stock
Market LLC
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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
8.01. Other Events.
Separate
Trading of Units, Class A Common Stock and Warrants
On
January 29, 2021, Carney Technology Acquisition Corp. II (the “Company”) announced that, commencing on February
1, 2021, the holders of units issued in its IPO (the “Units”), each consisting of one share of Class A common
stock of the Company, par value $0.0001 per share (the “Class A Common Stock”), and one third of one warrant
of the Company (“Warrant”), with each whole Warrant entitling the holder thereof to purchase one share of Class
A Common Stock for $11.50 per share, may elect to separately trade shares of Class A Common Stock and Warrants included in the
Units. No fractional Warrants will be issued upon separation of the Units and only whole Warrants will trade. The Units not separated
will continue to trade on the NASDAQ Capital Market under the symbol “CTAQU.” Shares of Class A Common Stock and the
Warrants are expected to trade on the NASDAQ Capital Market under the symbols “CTAQ” and “CTAQW,” respectively.
Holders of Units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s
transfer agent, in order to separate the Units into shares of Class A Common Stock and Warrants.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
SIGNATURE
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.
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Carney Technology Acquisition
Corp. II
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By:
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/s/ David
Roberson
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Name:
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David Roberson
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Title:
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Chief
Executive Officer, Chief Financial Officer and Chairman
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Dated: January 29, 2021
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