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

Rhea-AI Summary

Carney Technology Acquisition Corp. II (NASDAQ: CTAQ) announced the postponement of its special stockholders' meeting from December 13, 2022, to December 14, 2022, at 9:00 a.m. Eastern Time. The record date remains November 10, 2022. Stockholders can vote regardless of subsequent share sales. Additionally, the deadline for Class A common stock redemption is extended to December 12, 2022. To address uncertainties from the Inflation Reduction Act, the Sponsor will indemnify against excise tax liabilities and deposit $0.04 per non-redeemed share monthly until June 14, 2023.

Positive

• Sponsor indemnification against excise tax liabilities during redemption period.
• Interest bearing deposit account expected to yield approximately 3.0% interest per annum.
• Monthly deposit of $0.04 per share by Sponsor until June 14, 2023, enhancing trust account liquidity.

Negative

• Postponement of the stockholders' meeting may indicate uncertainty regarding the business combination timeline.
• Potential dilution risk as the extension could lead to redemption of shares, impacting shareholder value.

Palo Alto, California, Dec. 12, 2022 (GLOBE NEWSWIRE) -- 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

FAQ

What is the new date for Carney Technology Acquisition Corp. II's stockholders' meeting?

The stockholders' meeting has been postponed to December 14, 2022.

What is the record date for voting on the Extension Amendment for CTAQ?

The record date remains November 10, 2022.

How is Carney Technology Acquisition Corp. II addressing tax liabilities related to redemptions?

The Sponsor will indemnify the Company against excise tax liabilities for redemptions occurring after December 31, 2022.

What interest can shareholders expect on the Trust Account if the Extension is implemented?

The interest rate is currently expected to be approximately 3.0% per annum.

What monthly support is the Sponsor providing until the completion of the Business Combination?

The Sponsor has agreed to deposit $0.04 for each public share that is not redeemed each month until June 14, 2023.