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    Carney Technology Acquisition Corp. II filed SEC Form 8-K: Shareholder Director Nominations, Other Events

    11/8/22 4:20:36 PM ET
    $CTAQ
    Consumer Electronics/Appliances
    Industrials
    Get the next $CTAQ alert in real time by email
    8-K
    false 0001823634 0001823634 2022-11-04 2022-11-04 0001823634 us-gaap:MemberUnitsMember 2022-11-04 2022-11-04 0001823634 us-gaap:CommonClassBMember 2022-11-04 2022-11-04 0001823634 us-gaap:WarrantMember 2022-11-04 2022-11-04

     

     

    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): November 4, 2022

     

     

    CARNEY TECHNOLOGY ACQUISITION 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 St.

    Palo Alto, CA

    (Address of principal executive offices)

    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(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

    Warrants, each exercisable for one

    share of Class A Common Stock for $11.50 per share

      CTAQW   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 5.08.

    Shareholder Director Nominations.

    (a) To the extent applicable, the information in Item 8.01 of this Form 8-K is incorporated by reference into this Item 5.08.

     

    Item 8.01.

    Other Events.

    On November 4, 2022, Carney Technology Acquisition Corp. II (the “Company”) determined that a special meeting of its stockholders will be held in lieu of its 2021 Annual Meeting of Stockholders (the “Meeting”) on Friday, December 9, 2022. The time and location of the Meeting will be as set forth in the Company’s definitive proxy statement for the Meeting to be filed with the Securities and Exchange Commission (the “SEC”). Pursuant to the Company’s bylaws (the “Bylaws”), stockholders seeking to bring business before the Meeting or to nominate candidates for election as directors at the Meeting must deliver such proposals or nominations to the principal executive offices of the Company at 630 Ramona St., Palo Alto, CA 94301, Attention: Chief Executive Officer, no later than November 18, 2022. Any stockholder proposal or director nominations must also comply with the requirements of Delaware law, the rules and regulations promulgated by the SEC and the Bylaws.


    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: November 8, 2022

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