Carney Technology Acquisition Corp. II Announces Postponement of its Special Meeting of Stockholders to December 14, 2022 and That Trust Account Will Bear Interest and Will Not Be Decreased Due to Excise Tax
13 December 2022 - 12:00AM
Carney Technology Acquisition Corp. II (“the Company”) (NASDAQ:
CTAQ) today announced that its special meeting in lieu of an annual
meeting of the stockholders (the “Meeting”) will be postponed from
December 13, 2022 to 9:00 a.m. Eastern Time on December 14, 2022.
The record date for the Meeting to vote on the Extension Amendment
remains the close of business on November 10, 2022 (the
“Record Date”). Stockholders who have previously submitted their
proxies or otherwise voted and who do not want to change their vote
need not take any action. Stockholders as of the Record Date can
vote, even if they have subsequently sold their shares. In
connection with the postponement of the Meeting, the Company has
further extended the deadline for holders of the Company’s
Class A common stock issued in the Company’s initial public
offering to submit their shares for redemption in connection with
the Extension Amendment to 5:00 p.m. Eastern Time on
December 12, 2022. Stockholders who wish to withdraw their
previously submitted redemption request may do so prior to the
rescheduled meeting by requesting that the transfer agent return
such shares by 8:00 a.m. Eastern Time on December 14, 2022.
Additionally, 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”), the sponsor of
the Company, or a designee, will indemnify the Company against 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 (the “Trust
Account”) in an interest bearing demand deposit account at a bank.
Interest on such deposit account is variable and currently expected
to be approximately 3.0% per annum. If the Extension is
implemented, the Sponsor has agreed to deposit into the Trust
Account $0.04 for each public share that is not redeemed for each
month that is needed by the Company to complete the Business
Combination until June 14, 2023.
About Carney Technology Acquisition
Corp. II
Carney Technology Acquisition Corp. II is a
blank check company organized for the purpose of effecting a
merger, share exchange, asset acquisition, share purchase,
recapitalization, reorganization, or other similar business
combination with one or more businesses or entities. The Company
intends to focus on a target business in the technology industry.
The Company is led by Chief Executive Officer David Roberson,
President Gale England and Chief Acquisition Officer Lloyd
Carney.
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
(defined below).
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 a special meeting in lieu of
an annual meeting of the stockholders (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 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:
Lloyd Carney David Roberson Carney Technology
Acquisition Corp. II (619) 736-6855
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