CTAQ / Carney Technology Acquisition Corp II - Class A - Documents déposés auprès de la SEC, rapport annuel, procuration

CTAQ / Carney Technology Acquisition Corp II - Class A / Radcliffe Capital Management, L.P. - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 2) Carney Technology Acquisition Corp. II (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 143

CTAQ / Carney Technology Acquisition Corp II - Class A / Castle Creek Arbitrage, LLC - AMENDMENT NO. 1 Passive Investment

SC 13G/A 1 carney12241sc13ga1.htm AMENDMENT NO. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* 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, 2023 (Date of Event Which Req

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

FORM 15-12G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-39779 Carney Technology Acquisition Corp. II (Exact name of

CTAQ / Carney Technology Acquisition Corp. II / GLAZER CAPITAL, LLC Passive Investment

SC 13G 1 ctaq20221231.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Carney Technology Acquisition Corporation 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

CTAQ / Carney Technology Acquisition Corp. II / Radcliffe Capital Management, L.P. - SC 13G/A Passive Investment

SC 13G/A 1 tm235855d6sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 1)* Carney Technology Acquisition Corp. II (Name of Issuer) Class A Common Stock, par value $0.0001 pe

CTAQ / Carney Technology Acquisition Corp. II / MOORE CAPITAL MANAGEMENT, LP - SC 13G Passive Investment

SC 13G 1 d450765dsc13g.htm SC 13G 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 t

POWER OF ATTORNEY

EX-99.B 3 d450765dex99b.htm EX-99.B EXHIBIT B POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENT, that I, Louis M. Bacon, hereby make constitute and appoint each of James E. Kaye and James Danza, acting individually, as my agent and attorney-in-fact for the purpose of executing in my name (a) in my personal capacity or (b) in my capacity as Chairman and Chief Executive Officer of each of Moore Capita

JOINT FILING AGREEMENT

EX-99.A 2 d450765dex99a.htm EX-99.A EXHIBIT A JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Class A Common Stock, par value $0.0001 per share, of Carney Technology Acquisition Corp. II, dated as of February 14, 2023, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on

CTAQ / Carney Technology Acquisition Corp. II / Castle Creek Arbitrage, LLC Passive Investment

SC 13G 1 c210231sc13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 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 ap

Carney Technology Acquisition Corp. II Announces Intent to Liquidate

Exhibit 99.1 Carney Technology Acquisition Corp. II Announces Intent to Liquidate Palo Alto, California, Feb. 10, 2023 (GLOBE NEWSWIRE) — Carney Technology Acquisition Corp. II (the “Company”) announced today that it will be unable to consummate an initial business combination and intends to dissolve and liquidate in accordance with the provisions of its Amended and Restated Certificate of Incorpo

Financial Statements and Exhibits, Other Events

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): February 10, 2023 Carney Technology Acquisition Corp. II (Exact name of registrant as specified in its charter) Delaware 001-39779 85-2832589 (State or other jurisdiction of incorpora

CTAQ / Carney Technology Acquisition Corp. II / ARISTEIA CAPITAL LLC Passive Investment

SC 13G/A 1 sc13gacarneytechnology.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2) 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

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 14, 2022 CARNEY TECHNOLOGY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-39779 85-2832589 (State or other juris

CTAQ / Carney Technology Acquisition Corp. II / Radcliffe Capital Management, L.P. - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2 (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) 1436

Promissory Note issued to the Sponsor.

Exhibit 10.1 THIS PROMISSORY NOTE (?NOTE?) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE MAKER TH

Amendment to the Certificate of Incorporation of the Company.

Exhibit 3.1 AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF Carney Technology Acquisition Corp. II Pursuant to Section 242 of the Delaware General Corporation Law Carney Technology Acquisition Corp. II (the ?Corporation?), a corporation organized and existing under the laws of the State of Delaware, does hereby certify as follows: 1) The name of the Corporation is Carney Tech

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Submission of Matters to a Vote of Security Holders

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): December 20, 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 incorpora

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

Exhibit 99.1 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 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 a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

Financial Statements and Exhibits, Other Events

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): December 12, 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 incorpora

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents November 16, 2022 Division of Corporation Finance Office of Real Estate and Construction U.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPORT PURSUANT

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-39779 CARNE

Other Events, Shareholder Director Nominations

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 incorporat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

PRE 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Carney Technology Acquisition Corp. II 630 Ramona St. Palo Alto, CA 94301

Carney Technology Acquisition Corp. II 630 Ramona St. Palo Alto, CA 94301 VIA EDGAR August 29, 2022 U.S. Securities & Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, NE Washington, D.C. 20549 Attn: William Demarest Re: Carney Technology Acquisition Corp. II Form 10-K for the Year Ended December 31, 2021 Filed March 28, 2022 File No. 001-39779

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO S

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-39779 CARNEY TEC

Carney Technology Acquisition Corp. II 533 Airport Blvd Suite 400 Burlingame, CA 94010

CORRESP 1 filename1.htm Carney Technology Acquisition Corp. II 533 Airport Blvd Suite 400 Burlingame, CA 94010 VIA EDGAR August 8, 2022 U.S. Securities & Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, NE Washington, D.C. 20549 Attn: William Demarest Re: Carney Technology Acquisition Corp. II Form 10-K for the Year Ended December 31, 2021 Filed March 28, 2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ☐ TRANSITION REPORT PURSUANT TO

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-39779 CARNEY TE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ☐ TRANSITION REPORT PURSUA

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39779

CTAQ / Carney Technology Acquisition Corp. II / ARISTEIA CAPITAL LLC - SC 13G/A Passive Investment

SC 13G/A 1 d298101dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1) 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, 2021 (Date of Event Which Requires Fili

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 2) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 ☐ TRAN

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 2) (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission fi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ☐ TRANSITI

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File N

Promissory Note, dated January 24, 2022. (5)

Exhibit 10.1 THIS PROMISSORY NOTE (?NOTE?) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): January 24, 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 incorporat

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): January 4, 2022 CARNEY TECHNOLOGY ACQUISITION CORP.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ☐ TRANSITION REPORT PURSUANT

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-39779 CARNE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 ☐ TRANSITION REPORT PURSUANT TO S

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-39779 CARNEY TEC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-39779 CARNEY TECHNOLOGY ACQUISITI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 ☐ TRAN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-397

Description of Registered Securities.*

Exhibit 4.5 DESCRIPTION OF THE REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED As of December 31, 2020, Carney Technology Acquisition Corp. II (?we,? ?our,? ?us? or the ?Company?) had the following three classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the ?Exchange Act?): (i) its unit

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

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): June 9, 2021 (June 8, 2021) CARNEY TECHNOLOGY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-39779 85-2832589 (State or other jurisdiction of

Carney Technology Acquisition Corp. II Announces Receipt of Notice from Nasdaq Regarding Late Filing of Quarterly Report on Form 10-Q

Exhibit 99.1 Carney Technology Acquisition Corp. II Announces Receipt of Notice from Nasdaq Regarding Late Filing of Quarterly Report on Form 10-Q Burlingame, California, June 3, 2021 (GLOBE NEWSWIRE) ? Carney Technology Acquisition Corp. II (NASDAQ: CTAQ) (the ?Company?) today announced that it has received a notice (?Notice?) from the Listing Qualifications Department of The Nasdaq Stock Market

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Other Events

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): June 3, 2021 (May 28, 2021) CARNEY TECHNOLOGY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-39779 85-2832589 (State or other jurisdiction of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission file number: 001-39779 (Check one): ? Form 10-K ? Form 20-F ? Form 11-K x Form 10-Q ? Form 10-D ? Form N-SAR ? Form N-CSR For Period Ended: March 31, 2021 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on

Description of Registered Securities.*

Exhibit 4.5 DESCRIPTION OF THE REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED As of December 31, 2020, Carney Technology Acquisition Corp. II (?we,? ?our,? ?us? or the ?Company?) had the following three classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the ?Exchange Act?): (i) its unit

Annual Report - ANNUAL REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39779 CARNEY TECHNOLOGY

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

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, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriat

Carney Technology Acquisition Corp. II Announces the Separate Trading of its Class A Common Stock and Warrants, Commencing February 1, 2021

Exhibit 99.1 Carney Technology Acquisition Corp. II Announces the Separate Trading of its Class A Common Stock and Warrants, Commencing February 1, 2021 NEW YORK, NY, January 29, 2021 (GLOBE NEWSWIRE) - Carney Technology Acquisition Corp. II (NASDAQ: CTAQU) (the “Company”) announced that, commencing February 1, 2021, holders of the units sold in the Company’s initial public offering may elect to s

Other Events, Financial Statements and Exhibits

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): January 29, 2021 Carney Technology Acquisition Corp. II (Exact name of registrant as specified in its charter) Delaware 001-39779 85-2832589 (State or other jurisdiction of incorporat

Quarterly Report - QUARTERLY REPORT

10-Q 1 f10q0920carneytechnology2.htm QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition per

CARNEY TECHNOLOGY ACQUISITION CORP. II INDEX TO FINANCIAL STATEMENT

Exhibit 99.1 CARNEY TECHNOLOGY ACQUISITION CORP. II INDEX TO FINANCIAL STATEMENT Page Audited Financial Statement of Carney Technology Acquisition Corp. II: Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of December 14, 2020 F-3 Notes to Financial Statement F-4 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and the Board of Directors o

Financial Statements and Exhibits, Other Events

8-K 1 ea131862-8kcarneytech2.htm CURRENT REPORT 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): December 18, 2020 (December 14, 2020) Carney Technology Acquisition Corp. II (Exact name of registrant as specified in its charter) Del

Joint Filing Agreement.

Exhibit 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that they are jointly filing this statement on Schedule 13D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )*

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D 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) Carney Technology Sponsor II LLC 533 Airport Blvd, Suite 400 Burlingame, CA 94010 (Name, Addr

Carney Technology Acquisition Corp. II Announces Closing of $402,500,000 Initial Public Offering

Exhibit 99.2 Carney Technology Acquisition Corp. II Announces Closing of $402,500,000 Initial Public Offering New York, NY, December 14, 2020 (GLOBE NEWSWIRE) - Carney Technology Acquisition Corp. II (NASDAQ: CTAQU) (the “Company”) announced today that it closed its initial public offering of 40,250,000 units including 5,250,000 units issued pursuant to the exercise by the underwriter of its over-

Amended and Restated Certificate of Incorporation. (3)

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CARNEY TECHNOLOGY ACQUISITION CORP. II December 9, 2020 Carney Technology Acquisition Corp. II, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Carney Technology Acquisition Corp. II”. The original certificate of incor

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events - CURRENT REPORT

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): December 15, 2020 (December 9, 2020) Carney Technology Acquisition Corp. II (Exact name of registrant as specified in its charter) Delaware 001-39779 85-2832589 (State or other jurisd

Unit Subscription Agreement, dated December 9, 2020, by and between the Company and the sponsor. (3)

Exhibit 10.5 UNIT SUBSCRIPTION AGREEMENT This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the 9th day of December, 2020, by and between Carney Technology Acquisition Corp. II, a Delaware corporation (the “Company”), having its principal place of business at 533 Airport Blvd, Suite 400, Burlingame, CA 94010, and Carney Technology Sponsor II LLC, a Delaware limited liability company

Registration Rights Agreement, dated December 9, 2020, by and among the Company and the sponsor. (3)

Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 9, 2020, is made and entered into by and among Carney Technology Acquisition Corp. II, a Delaware corporation (the “Company”) and Carney Technology Sponsor II LLC, a Delaware limited liability company (the “Sponsor,” together with any person or entity who hereafter becomes a party

Investment Management Trust Agreement, dated December 9, 2020, by and between the Company and Continental, as trustee. (3)

Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of December 9, 2020, by and between Carney Technology Acquisition Corp. II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statements on Form S-1, Fi

Carney Technology Acquisition Corp. II Announces Pricing of $ $350,000,000 Initial Public Offering

Exhibit 99.1 Carney Technology Acquisition Corp. II Announces Pricing of $ $350,000,000 Initial Public Offering New York, NY, Dec. 09, 2020 (GLOBE NEWSWIRE) - Carney Technology Acquisition Corp. II (the “Company”) announced today that it priced its initial public offering of 35,000,000 units at $10.00 per unit. The units will be listed on the Nasdaq Capital Market (“Nasdaq”) and will begin trading

Warrant Agreement, dated December 9, 2020, by and between the Company and Continental, as warrant agent. (3)

Exhibit 4.1 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “Agreement”), dated as of December 9, 2020, is by and between Carney Technology Acquisition Corp. II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”). WHEREAS, the Company is engaged in an

Letter Agreement, dated October 15, 2020, by and among the Company, its officers, its directors and the Sponsor. (3)

Exhibit 10.1 December 9, 2020 Carney Technology Acquisition Corp. II 533 Airport Blvd, Suite 400 Burlingame, CA 94010 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Carney Technology Acquisition Corp. II ., a Delaware corporation

Administrative Support Agreement, dated December 9, 2020, by and between the Company and First In Line Enterprises, Inc., an affiliate of the sponsor. (3)

Exhibit 10.4 Carney Technology Acquisition Corp. II 533 Airport Blvd Suite 400 Burlingame, CA 94010 December 9, 2020 First In Line Enterprises, Inc. 7660 Fay Avenue Suite H, Unit 339 La Jolla, CA 92037 Re: Administrative Support Agreement Ladies and Gentlemen: This letter agreement by and between Carney Technology Acquisition Corp. II (the “Company”) and First In Line Enterprises, Inc. (“First In

Underwriting Agreement, dated December 9, 2020, by and among the Company, Morgan Stanley, Cantor and Mizuho, as representatives of the several underwriters. (3)

Exhibit 1.1 EXECUTION VERSION 35,000,000 Units Carney Technology Acquisition Corp. II Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-third of one warrant UNDERWRITING AGREEMENT December 9, 2020 Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 Cantor Fitzgerald & Co. 110 East 59th Street New York, NY 10022 Mizuho Securities USA LLC 1271 Avenue

$350,000,000 Carney Technology Acquisition Corp. II 35,000,000 Units

424B4 1 f424b41220carneytechacq2.htm FORM 424B4 PROSPECTUS Filed Pursuant to Rule 424(b)(4) Registration No. 333-249415 $350,000,000 Carney Technology Acquisition Corp. II 35,000,000 Units Carney Technology Acquisition Corp. II is a newly organized blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar

Carney Technology Acquisition Corp. II 533 Airport Blvd Suite 400 Burlingame, CA 94010 December 8, 2020

Carney Technology Acquisition Corp. II 533 Airport Blvd Suite 400 Burlingame, CA 94010 December 8, 2020 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Todd K. Schiffman Re: Carney Technology Acquisition Corp. II Registration Statement on Form S-1 Filed October 9, 2020 File No. 333- 249415 Dear Mr. Schi

- FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Carney Technology Acquisition Corp. II (Exact Name of Registrant as Specified in Its Charter) Delaware 85-2832589 (State of Incorporation or Organization) (I.R.S. Employer Identification No.) 533

[Signature Page Follows]

Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 Cantor Fitzgerald & Co. 110 East 59th Street New York, NY 10022 Mizuho Securities USA LLC 1271 Avenue of the Americas New York, NY 10020 December 7, 2020 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Todd K. Schiffman Re: Carney Technology Acquisition

- REGISTRATION STATEMENT

S-1/A 1 fs12020a3carneytechacq2.htm REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on December 2, 2020. Registration No. 333-249415 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 3 To FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Carney Technology Acquisition Corp. II (Exact name of registrant as specified in it

Form of Underwriting Agreement*

Exhibit 1.1 35,000,000 Units Carney Technology Acquisition Corp. II Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-third of one warrant UNDERWRITING AGREEMENT [●], 2020 Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 Cantor Fitzgerald & Co. 110 East 59th Street New York, NY 10022 Mizuho Securities USA LLC 1271 Avenue of the Americas New York

As filed with the Securities and Exchange Commission on November 24, 2020.

As filed with the Securities and Exchange Commission on November 24, 2020. Registration No. 333-249415 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 To FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Carney Technology Acquisition Corp. II (Exact name of registrant as specified in its charter) Delaware 6770 85-2832589 (State or other jurisd

Form of Amended and Restated Certificate of Incorporation**

Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CARNEY TECHNOLOGY ACQUISITION CORP. II [], 2020 Carney Technology Acquisition Corp. II, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Carney Technology Acquisition Corp. II”. The original certificate of incorporation

Consent of Lt. Gn. (Ret.) Robert Ferrell**

Exhibit 99.4 Consent to be Named as a Director Nominee In connection with the filing by Carney Technology Acquisition Corp. II of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of

Specimen Class A Common Stock Certificate**

Exhibit 4.2 NUMBER C- SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP 143636 108 CARNEY TECHNOLOGY ACQUISITION CORP. II INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CLASS A COMMON STOCK This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.0001 EACH OF THE CLASS A COMMON STOCK OF CARNEY TECHNOLOGY ACQUISITION CORP. II (THE “COMPANY”) transferable

Form of Compensation Committee Charter**

Exhibit 99.2 CARNEY TECHNOLOGY ACQUISITION CORP. II COMPENSATION COMMITTEE CHARTER I. Purpose The Compensation Committee (the “Committee”) of the Board of Directors of Carney Technology Acquisition Corp. II, a Delaware corporation (the “Company”), shall have responsibility for the compensation of the Company’s executive officers, including the Company’s Chief Executive Officer (the “CEO”), and for

Form of Administrative Support Agreement by and between the Registrant and First In Line Enterprises, Inc.**

Exhibit 10.8 Carney Technology Acquisition Corp. II 533 Airport Blvd Suite 400 Burlingame, CA 94010 , 2020 First In Line Enterprises, Inc. 7660 Fay Avenue Suite H, Unit 339 La Jolla, CA 92037 Re: Administrative Support Agreement Ladies and Gentlemen: This letter agreement by and between Carney Technology Acquisition Corp. II (the “Company”) and First In Line Enterprises, Inc. (“First In Line”), da

Form of Indemnity Agreement**

Exhibit 10.7 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of July 30, 2020, by and between Carney Technology Acquisition Corp. II, a Delaware corporation (the “Company”), and (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provided wi

- AMENDMENT NO. 1 TO FORM S-1

As filed with the Securities and Exchange Commission on October 20, 2020. Registration No. 333-249415 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 To FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Carney Technology Acquisition Corp. II (Exact name of registrant as specified in its charter) Delaware 6770 85-2832589 (State or other jurisdi

Consent of Gale England.**

Exhibit 99.3 Consent to be Named as a Director Nominee In connection with the filing by Carney Technology Acquisition Corp. II of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of

Form of Warrant Agreement between Continental Stock Transfer & Trust Company, LLC and the Registrant**

Exhibit 4.4 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “Agreement”), dated as of , 2020, is by and between Carney Technology Acquisition Corp. II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”). WHEREAS, the Company is engaged in an initial pu

Consent of Carol Goode**

Exhibit 99.5 Consent to be Named as a Director Nominee In connection with the filing by Carney Technology Acquisition Corp. II of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of

Form of Registration Rights Agreement between the Registrant and certain security holders**

Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of , 2020, is made and entered into by and among Carney Technology Acquisition Corp. II, a Delaware corporation (the “Company”) and Carney Technology Sponsor II LLC, a Delaware limited liability company (the “Sponsor,” together with any person or entity who hereafter becomes a party to this A

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company, LLC and the Registrant**

Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of , 2020, by and between Carney Technology Acquisition Corp. II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statements on Form S-1, File No. 333

Form of Audit Committee Charter**

Exhibit 99.1 CARNEY TECHNOLOGY ACQUISITION CORP. II AUDIT COMMITTEE CHARTER I. Purpose The Audit Committee (the “Committee”) of the Board of Directors (the “Board”) of Carney Technology Acquisition Corp. II, a Delaware corporation (the “Company”), shall provide assistance to the Board in fulfilling its legal and fiduciary obligations to oversee: (a) the integrity of the financial statements and ot

Form of Letter Agreement among the Registrant and our officers, directors and Carney Technology Sponsor II LLC**

Exhibit 10.1 , 2020 Carney Technology Acquisition Corp. II 533 Airport Blvd, Suite 400 Burlingame, CA 94010 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Carney Technology Acquisition Corp. II ., a Delaware corporation (the “Comp

Consent of Ellen O’Donnell**

Exhibit 99.6 Consent to be Named as a Director Nominee In connection with the filing by Carney Technology Acquisition Corp. II of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of

Specimen Warrant Certificate**

Exhibit 4.3 [Form of Warrant Certificate] [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW CARNEY TECHNOLOGY ACQUISITION CORP. II Incorporated Under the Laws of the State of Delaware CUSIP 143636 116 Warrant Certificate This Warrant Certificate certifies that , or registered assig

Specimen Unit Certificate**

Exhibit 4.1 NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP 143636 207 CARNEY TECHNOLOGY ACQUISITION CORP. II UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE THIRD OF ONE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1) share of Class A common stoc

Form of Code of Ethics**

EX-14 14 ea128584ex14carneytech2.htm FORM OF CODE OF ETHICS Exhibit 14 CARNEY TECHNOLOGY ACQUISITION CORP. II Code of Conduct and Ethics I. Introduction The Company requires the highest standards of professional and ethical conduct from its employees, officers and directors. Our reputation for honesty and integrity is key to the success of its business. The Company intends that its business practi

Form of Placement Unit Purchase Agreement between the Registrant and Carney Technology Sponsor II LLC**

Exhibit 10.6 UNIT SUBSCRIPTION AGREEMENT This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the day of , 2020, by and between Carney Technology Acquisition Corp. II, a Delaware corporation (the “Company”), having its principal place of business at 533 Airport Blvd, Suite 400, Burlingame, CA 94010, and Carney Technology Sponsor II LLC, a Delaware limited liability company (the “Subsc

Securities Subscription Agreement, dated August 31, 2020, between the Registrant and Carney Technology Sponsor II LLC**

Exhibit 10.5 Carney Technology Acquisition Corp. II 533 Airport Blvd Suite 400 Burlingame, CA 94010 August 31, 2020 Carney Technology Sponsor II LLC 533 Airport Blvd Suite 400 Burlingame, CA 94010 RE: Securities Subscription Agreement Ladies and Gentlemen: This agreement (the “Agreement”) is entered into on August 31, 2020 by and between Carney Technology Sponsor II LLC, a Delaware limited liabili

* * *

VIA EDGAR U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 October 9, 2020 Attention: Todd K. Schiffman Re: Carney Technology Acquisition Corp. II Draft Registration Statement on Form S-1 Submitted September 15, 2020 CIK No. 0001823634 Dear Mr. Schiffman: Carney Technology Acquisition Corp. II, (the “Company,” “we,” “our” or “us”) hereby transmits its response to t

Certificate of Incorporation**

Exhibit 3.1 Delaware Page 1 The First State I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF INCORPORATION OF “CARNEY TECHNOLOGY ACQUISITION CORP. II”, FILED IN THIS OFFICE ON THE THIRTY-FIRST DAY OF AUGUST, A.D. 2020, AT 11:53 O’ CLOCK A.M. 3559219 8100 SR# 20207020619 Authentication: 203565403 Date

Promissory Note, dated August 31, 2020, issued to Carney Technology Sponsor II LLC**

Exhibit 10.2 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY

By Laws**

Exhibit 3.3 BY LAWS OF CARNEY TECHNOLOGY ACQUISITION CORP. II (THE “CORPORATION”) ARTICLE I OFFICES Section 1.1. Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or individual acting as the Corporation’s registered a

Power of Attorney*

As filed with the Securities and Exchange Commission on October 9, 2020. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Carney Technology Acquisition Corp. II (Exact name of registrant as specified in its charter) Delaware 6770 85-2832589 (State or other jurisdiction of incorporation or

Carney Technology Acquisition Corp. II 533 Airport Blvd Suite 400 Burlingame, CA 94010

Exhibit 10.5 Carney Technology Acquisition Corp. II 533 Airport Blvd Suite 400 Burlingame, CA 94010 August 31, 2020 Carney Technology Sponsor II LLC 533 Airport Blvd Suite 400 Burlingame, CA 94010 RE: Securities Subscription Agreement Ladies and Gentlemen: This agreement (the “Agreement”) is entered into on August 31, 2020 by and between Carney Technology Sponsor II LLC, a Delaware limited liabili

BY LAWS CARNEY TECHNOLOGY ACQUISITION CORP. II (THE “CORPORATION”) ARTICLE I

Exhibit 3.3 BY LAWS OF CARNEY TECHNOLOGY ACQUISITION CORP. II (THE “CORPORATION”) ARTICLE I OFFICES Section 1.1. Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or individual acting as the Corporation’s registered a

PROMISSORY NOTE

Exhibit 10.2 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY

August 31, 2020

Exhibit 3.1 Delaware Page 1 The First State I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF INCORPORATION OF “CARNEY TECHNOLOGY ACQUISITION CORP. II”, FILED IN THIS OFFICE ON THE THIRTY-FIRST DAY OF AUGUST, A.D. 2020, AT 11:53 O’ CLOCK A.M. 3559219 8100 SR# 20207020619 Authentication: 203565403 Date

-

This is a confidential draft submission to the U.S. Securities and Exchange Commission on September 15, 2020 and is not being filed under the Securities Act of 1933, as amended. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Carney Technology Acquisition Corp. II (Exact name of registran