Item 8.01 Other Events.
On December 12, 2022, Carney Technology Acquisition Corp. II (the Company) issued a press release announcing that its special meeting in lieu
of an annual meeting of the stockholders (the Meeting) would be postponed from December 13, 2022 to 9:00 a.m. Eastern Time on December 14, 2022. In addition, the Company issued a separate press release announcing that 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 of the Company, or a designee, will indemnify the Company for 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 in an interest bearing demand deposit account at a bank. Interest on such deposit account is variable and currently expected to be at approximately 3.0% per annum.
A copy of the press release issued by the Company is attached as Exhibit 99.1 and is incorporated by reference into this Item 8.01.
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 Companys stockholders in respect of the Extension. Information regarding the Companys 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.
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 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 Companys 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 Companys
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 SECs 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