SEC Form SC 13G filed by Carney Technology Acquisition Corp. II
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Carney Technology Acquisition Corp. II
(Name of Issuer)
Class A Common Stock, par value $0.0001 per share
(Title of Class of Securities)
143636108
(CUSIP Number)
December 31, 2022
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ☐ | Rule 13d-1(b) |
| ☐ | Rule 13d-1(c) |
| ☒ | Rule 13d-1(d) |
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP NO. 143636108
| 1. |
Names of Reporting Persons
MOORE CAPITAL MANAGEMENT, LP | |||||
| 2. | Check the Appropriate Box If a Member of a Group (See Instructions) a. ☐ b. ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
DELAWARE | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With |
5. | Sole Voting Power
1,000,000 | ||||
| 6. | Shared Voting Power
0 | |||||
| 7. | Sole Dispositive Power
1,000,000 | |||||
| 8. | Shared Dispositive Power
0 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,000,000 | |||||
| 10. | Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented By Amount in Row (9)
9.4% | |||||
| 12. | Type of Reporting Person (See Instructions)
PN; IA | |||||
CUSIP NO. 143636108
| 1. |
Names of Reporting Persons
MMF LT, LLC | |||||
| 2. | Check the Appropriate Box If a Member of a Group (See Instructions) a. ☐ b. ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
DELAWARE | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With |
5. | Sole Voting Power
1,000,000 | ||||
| 6. | Shared Voting Power
0 | |||||
| 7. | Sole Dispositive Power
1,000,000 | |||||
| 8. | Shared Dispositive Power
0 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,000,000 | |||||
| 10. | Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented By Amount in Row (9)
9.4% | |||||
| 12. | Type of Reporting Person (See Instructions)
OO | |||||
CUSIP NO. 143636108
| 1. |
Names of Reporting Persons
MOORE GLOBAL INVESTMENTS, LLC | |||||
| 2. | Check the Appropriate Box If a Member of a Group (See Instructions) a. ☐ b. ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
DELAWARE | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With |
5. | Sole Voting Power
1,000,000 | ||||
| 6. | Shared Voting Power
0 | |||||
| 7. | Sole Dispositive Power
1,000,000 | |||||
| 8. | Shared Dispositive Power
0 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,000,000 | |||||
| 10. | Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented By Amount in Row (9)
9.4% | |||||
| 12. | Type of Reporting Person (See Instructions)
OO | |||||
CUSIP NO. 143636108
| 1. |
Names of Reporting Persons
MOORE CAPITAL ADVISORS, L.L.C. | |||||
| 2. | Check the Appropriate Box If a Member of a Group (See Instructions) a. ☐ b. ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
DELAWARE | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With |
5. | Sole Voting Power
1,000,000 | ||||
| 6. | Shared Voting Power
0 | |||||
| 7. | Sole Dispositive Power
1,000,000 | |||||
| 8. | Shared Dispositive Power
0 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,000,000 | |||||
| 10. | Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented By Amount in Row (9)
9.4% | |||||
| 12. | Type of Reporting Person (See Instructions)
OO | |||||
CUSIP NO. 143636108
| 1. |
Names of Reporting Persons
LOUIS M. BACON | |||||
| 2. | Check the Appropriate Box If a Member of a Group (See Instructions) a. ☐ b. ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
UNITED STATES | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With |
5. | Sole Voting Power
1,000,000 | ||||
| 6. | Shared Voting Power
0 | |||||
| 7. | Sole Dispositive Power
1,000,000 | |||||
| 8. | Shared Dispositive Power
0 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,000,000 | |||||
| 10. | Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented By Amount in Row (9)
9.4% | |||||
| 12. | Type of Reporting Person (See Instructions)
IN | |||||
| Item 1(a). | Name of Issuer: |
Carney Technology Acquisition Corp. II (the “Issuer”).
| Item 1(b). | Address of the Issuer’s Principal Executive Offices: |
630 Ramona Street
Palo Alto, CA 94301
| Item 2(a). | Name of Person Filing |
This statement is being filed (1) by Moore Capital Management, LP, a Delaware limited partnership (“MCM”), (2) by MMF LT, LLC, a Delaware limited liability company (“MMF”), (3) by Moore Global Investments, LLC, a Delaware limited liability company (“MGI”), (4) by Moore Capital Advisors, L.L.C., a Delaware limited liability company (“MCA”) and (5) by Louis M. Bacon (“Mr. Bacon”), a United States citizen, in his capacity as chairman, chief executive officer and director of MCM. MCM, as the investment manager of MMF, has voting and investment control over the shares held by MMF. MGI and MCA are the sole owners of MMF. Mr. Bacon controls the general partner of MCM, is the chairman and director of MCA, and is the indirect majority owner of MMF. This statement relates to Shares (as defined below) held by MMF. Each of MCM, MMF, MGI, MCA and Mr. Bacon, in the capacities set forth above, may be deemed to be the beneficial owner of Shares, as applicable.
| Item 2(b). | Address of Principal Business Office or, if None, Residence: |
The principal business office of each of MCM, MMF, MGI, MCA and Mr. Bacon is located at 11 Times Square, 39th Floor, New York, New York 10036.
| Item 2(c). | Citizenship: |
i) MCM is a Delaware limited partnership;
ii) MMF is a Delaware limited liability company;
iii) MGI is a Delaware limited liability company;
iv) MCA is a Delaware limited liability company; and
v) Mr. Bacon is a United States citizen.
| Item 2(d). | Title of Class of Securities: |
Class A Common Stock, par value 0.0001 per share (the “Shares”).
| Item 2(e). | CUSIP Number: |
143636108
| Item 3. | If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: |
This Item 3 is not applicable.
| Item 4. | Ownership: |
| Item 4(a). | Amount Beneficially Owned: |
Items 5 through 9 and 11 of each of the cover pages to this Schedule 13G are incorporated herein by reference.
MMF directly holds and beneficially owns 1,000,000 Shares. As of the date hereof, each of MCM, MGI, MCA and Mr. Bacon may be deemed to be the beneficial owner of the 1,000,000 Shares held by MMF.
In addition, MMF also directly holds warrants to purchase 333,333 Shares (“Warrants”). The Warrants have an exercise price of $11.50 per Share and are exercisable on the later of 12 months from the closing of the Issuer’s initial public offering or 30 days after the completion of the Issuer’s initial business combination, and will expire five years after the completion of the Issuer’s initial business combination or earlier upon redemption or liquidation.
| Item 4(b). | Percent of Class: |
As of the date hereof, each of MCM, MMF, MGI, MCA and Mr. Bacon may be deemed to be the beneficial owner of approximately 9.4% of the Issuer’s outstanding Shares, based on 41,150,000 Shares outstanding as of November 10, 2022, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission (“SEC”) on November 10, 2022 minus the redemption of 30,497,783 Shares by the Issuer’s shareholders, as reported in the Issuer’s Form 8-K/A filed with the SEC on December 29, 2022.
| Item 4(c). Number of shares as to which such person has:
| ||||||
| MCM | ||||||
| (i) Sole power to vote or direct the vote |
1,000,000 | |||||
| (ii) Shared power to vote or to direct the vote |
0 | |||||
| (iii) Sole power to dispose or to direct the disposition of |
1,000,000 | |||||
| (iv) Shared power to dispose or to direct the disposition of |
0 | |||||
| MMF | ||||||
| (i) | Sole power to vote or direct the vote | 1,000,000 | ||||
| (ii) | Shared power to vote or to direct the vote | 0 | ||||
| (iii) | Sole power to dispose or to direct the disposition of | 1,000,000 | ||||
| (iv) | Shared power to dispose or to direct the disposition of | 0 | ||||
| MGI | ||||||
| (i) | Sole power to vote or direct the vote | 1,000,000 | ||||
| (ii) | Shared power to vote or to direct the vote | 0 | ||||
| (iii) | Sole power to dispose or to direct the disposition of | 1,000,000 | ||||
| (iv) | Shared power to dispose or to direct the disposition of | 0 | ||||
| MCA | ||||||
| (i) | Sole power to vote or direct the vote | 1,000,000 | ||||
| (ii) | Shared power to vote or to direct the vote | 0 | ||||
| (iii) | Sole power to dispose or to direct the disposition of | 1,000,000 | ||||
| (iv) | Shared power to dispose or to direct the disposition of | 0 | ||||
| Mr. Bacon | ||||||
| (i) | Sole power to vote or direct the vote | 1,000,000 | ||||
| (ii) | Shared power to vote or to direct the vote | 0 | ||||
| (iii) | Sole power to dispose or to direct the disposition of | 1,000,000 | ||||
| (iv) | Shared power to dispose or to direct the disposition of | 0 | ||||
| Item 5. | Ownership of Five Percent or Less of a Class: |
If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owners of more than five percent of the class of securities, check the following [ ].
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person: |
This Item 6 is not applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company: |
This Item 7 is not applicable.
| Item 8. | Identification and Classification of Members of the Group: |
This Item 8 is not applicable.
| Item 9. | Notice of Dissolution of Group: |
This Item 9 is not applicable.
| Item 10. | Certification: |
This Item 10 is not applicable.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
| Date: February 14, 2023 | MOORE CAPITAL MANAGEMENT, LP | |||||
| By: | /s/ James E. Kaye | |||||
| James E. Kaye | ||||||
| Vice President | ||||||
| Date: February 14, 2023 | MMF LT, LLC | |||||
| By: | /s/ James E. Kaye | |||||
| James E. Kaye | ||||||
| Vice President | ||||||
| Date: February 14, 2023 | MOORE GLOBAL INVESTMENTS, LLC | |||||
| By: Moore Capital Management, LP | ||||||
| By: | /s/ James E. Kaye | |||||
| James E. Kaye | ||||||
| Vice President | ||||||
| Date: February 14, 2023 | MOORE CAPITAL ADVISORS, L.L.C. | |||||
| By: | /s/ James E. Kaye | |||||
| James E. Kaye | ||||||
| Vice President | ||||||
| Date: February 14, 2023 | LOUIS M. BACON | |||||
| By: | /s/ James E. Kaye | |||||
| James E. Kaye | ||||||
| Attorney-in-Fact | ||||||
EXHIBIT INDEX
| A. | Joint Filing Agreement, dated as of February 14, 2023, by and between Moore Capital Management, LP, MMF LT, LLC, Moore Global Investments, LLC, Moore Capital Advisors, L.L.C. and Louis M. Bacon | |
| B. | Power of Attorney, dated as of February 10, 2022, granted by Louis M. Bacon in favor of James E. Kaye and James Danza | |