☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934☒ March 31,☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934☐ CARNEY TECHNOLOGY ACQUISITION CORP. II(Exact name of registrant as specified in its charter) 533 Airport BlvdSuite 400Burlingame, CA 94010(Address of Principal Executive Offices, including zip code)(619) 736-6855(Registrant’s telephone number, including area code)N/A(Former name, former address and former fiscal year, if changed since last report)
Symbol(s)
on which registeredand one-thirdan done-third of one Redeemable Warrant
Class A Common Stock for $11.50 per share S-T (§S-T(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files)a non-acceleratedanon-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company”☐ Large accelerated filer ☐ Accelerated filer ☒ Non-accelerated filer☒ Smaller reporting company☐ Non-accelerated filer ☒ Smaller reporting company ☒ Emerging growth company ☒ Rule 12b-2 Act)Act July 9,
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i
March 31, 2021 | December 31, 2020 | |||||||
(Unaudited) | ||||||||
ASSETS | ||||||||
Current Assets | ||||||||
Cash and cash equivalents | $ | 644,827 | $ | 835,208 | ||||
Prepaid expenses | 645,386 | 700,867 | ||||||
Total Current Assets | 1,290,213 | 1,536,075 | ||||||
Investment and marketable securities held in Trust Account | 402,542,675 | 402,507,131 | ||||||
TOTAL ASSETS | $ | 403,832,888 | $ | 404,043,206 | ||||
LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
Current liabilities - accrued expenses | $ | 83,799 | $ | 90,763 | ||||
Warrant liability | 11,384,834 | 17,831,667 | ||||||
Deferred underwriting fee payable | 15,137,500 | 15,137,500 | ||||||
TOTAL LIABILITIES | 26,606,133 | 33,059,930 | ||||||
Commitments and Contingencies | ||||||||
Class A common stock subject to possible redemption, 37,222,675 and 36,598,327 shares at $10.00 per share as of March 31, 2021 and December 31, 2020, respectively | 372,226,750 | 365,983,270 | ||||||
Stockholders’ Equity | ||||||||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | — | — | ||||||
Class A common stock, $0.0001 par value; 200,000,000 shares authorized; 3,927,325 and 4,551,673 shares issued and outstanding (excluding 37,222,675 shares and 36,598,327 subject to possible redemption) at March 31, 2021 and December 31, 2020, respectively. | 393 | 455 | ||||||
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 10,062,500 shares issued and outstanding at March 31, 2021 and December 31, 2020 | 1,006 | 1,006 | ||||||
Additional paid-in capital | — | 5,843,734 | ||||||
Retained earnings/(Accumulated deficit) | 4,998,606 | (845,189 | ) | |||||
Total Stockholders’ Equity | 5,000,005 | 5,000,006 | ||||||
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | 403,832,888 | $ | 404,043,206 |
September 30, 2021 | December 31, 2020 | |||||||
(Unaudited) | ||||||||
ASSETS | ||||||||
Current Assets | ||||||||
Cash and cash equivalents | $ | 318,445 | $ | 835,208 | ||||
Prepaid expenses | 429,167 | 700,867 | ||||||
Total Current Assets | 747,612 | 1,536,075 | ||||||
Investment and marketable securities held in Trust Account | 402,529,236 | 402,507,131 | ||||||
TOTAL ASSETS | $ | 403,276,848 | $ | 404,043,206 | ||||
LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||
Current liabilities - accrued expenses | $ | 159,115 | $ | 90,763 | ||||
Warrant liability | 8,915,834 | 17,831,667 | ||||||
Deferred underwriting fee payable | 15,137,500 | 15,137,500 | ||||||
TOTAL LIABILITIES | 24,212,449 | 33,059,930 | ||||||
Commitments and Contingencies | 0 | 0 | ||||||
Class A common stock subject to possible redemption, 40,250,000 shares at $10.00 per share as of September 30, 2021 and December 31, 2020, respectively | 402,500,000 | 402,500,000 | ||||||
Stockholders’ Deficit | ||||||||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; NaN issued and outstanding | 0— | 0— | ||||||
Class A common stock, $0.0001 par value; 200,000,000 shares authorized; 900,000 shares issued and outstanding (excluding 40,250,000 subject to possible redemption) at September 30, 2021 and December 31, 2020 | 90 | 90 | ||||||
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 10,062,500 shares issued and outstanding at September 30, 2021 and December 31, 2020 | 1,006 | 1,006 | ||||||
Accumulated deficit | (23,436,697 | ) | (31,517,820 | ) | ||||
Total Stockholders’ Deficit | (23,435,601 | ) | (31,516,724 | ) | ||||
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | $ | 403,276,848 | $ | 404,043,206 | ||||
THREE MONTHS ENDED MARCH 31, 2021
Formation and operating costs | $ | 238,898 | ||
Loss from operations | (238,898 | ) | ||
Other income: | ||||
Interest earned on marketable securities held in Trust Account | 35,544 | |||
Change in fair value of warrant liabilities | 6,446,833 | |||
Other income | 6,482,377 | |||
Net income | $ | 6,243,479 | ||
Weighted average shares outstanding of Class A redeemable common stock | 40,250,000 | |||
Basic and diluted income per share, Class A redeemable common stock | $ | 0.00 | ||
Weighted average shares outstanding of Class A and B non-redeemable common stock | 10,962,500 | |||
Basic and diluted net income per share, Class A and B non-redeemable common stock | $ | 0.57 |
Three Months Ended September 30, | Nine Months Ended September 30, | For the Period from August 31, 2020 (Inception) through September 30, | ||||||||||
2021 | 2021 | 2020 | ||||||||||
Operating and formation costs | $ | 311,899 | $ | 898,492 | $ | 1,000 | ||||||
Loss from operations | (311,899 | ) | (898,492 | ) | (1,000 | ) | ||||||
Other income: | ||||||||||||
Interest income - bank | 2 | 2 | 0 | |||||||||
Interest earned on investments and marketable securities held in Trust Account | 27,529 | 63,780 | 0 | |||||||||
Change in fair value of warrant liabilities | 3,977,833 | 8,915,833 | 0 | |||||||||
Total other income | 4,005,364 | 8,979,615 | 0 | |||||||||
Net income (loss) | $ | 3,693,465 | $ | 8,081,123 | $ | (1,000 | ) | |||||
Weighted average shares outstanding, Class A common stock | 41,150,000 | 41,150,000 | 0 | |||||||||
Basic and diluted income per share, Class A common stock | $ | 0.07 | $ | 0.16 | $ | 0 | ||||||
Weighted average shares outstanding, Class B common stock | 10,062,500 | 10,062,500 | 8,750,000 | |||||||||
Basic and diluted income per share, Class B common stock | $ | 0.07 | $ | 0.16 | $ | 0 | ||||||
2
Class A Common Stock | Class B Common Stock | Additional Paid-in | Accumulated | Total Stockholders’ | ||||||||||||||||||||||||
Shares | Amount | Shares | Amount | Capital | Deficit | Deficit | ||||||||||||||||||||||
Balance – January 1, 2021 | 900,000 | $ | 90 | 10,062,500 | $ | 1,006 | $ | 0 | $ | (31,517,820 | ) | $ | (31,516,724 | ) | ||||||||||||||
Net income | — | — | — | — | — | 6,243,479 | 6,243,479 | |||||||||||||||||||||
Balance – March 31, 2021 | 900,000 | 90 | 10,062,500 | 1,006 | — | (25,274,341 | ) | (25,273,245 | ) | |||||||||||||||||||
Net loss | — | — | — | — | — | (1,855,821 | ) | (1,855,821 | ) | |||||||||||||||||||
Balance – June 30, 2021 | 900,000 | 90 | 10,062,500 | 1,006 | 0 | (27,130,162 | ) | (27,129,066 | ) | |||||||||||||||||||
Net income | — | — | — | — | — | 3,693,465 | 3,693,465 | |||||||||||||||||||||
Balance – September 30, 2021 | 900,000 | $ | 90 | 10,062,500 | $ | 1,006 | $ | 0 | $ | (23,436,697 | ) | $ | (23,435,601 | ) | ||||||||||||||
(UNAUDITED)
Class A Common Stock | Class B Common Stock | Additional Paid-in | Retained Earnings / (Accumulated | Total Stockholders’ | ||||||||||||||||||||||||
Shares | Amount | Shares | Amount | Capital | Deficit) | Equity | ||||||||||||||||||||||
Balance – January 1, 2021 | 4,551,673 | $ | 455 | 10,062,500 | $ | 1,006 | $ | 5,843,734 | $ | (845,189 | ) | $ | 5,000,006 | |||||||||||||||
Change in value of Class A common stock subject to possible redemption | (624,348 | ) | (62 | ) | — | — | (5,843,734 | ) | (399,684 | ) | (6,243,480 | ) | ||||||||||||||||
Net income | — | — | — | — | — | 6,243,479 | 6,243,479 | |||||||||||||||||||||
Balance – March 31, 2021 | 3,927,325 | $ | 393 | 10,062,500 | $ | 1,006 | $ | — | $ | 4,998,606 | $ | 5,000,005 |
2020 (INCEPTION) THROUGH SEPTEMBER 30, 2020
Class B Common Stock | Additional Paid-in | Retained Earnings / (Accumulated | Total Stockholders’ | |||||||||||||||||
Shares | Amount | Capital | Deficit) | Equity | ||||||||||||||||
Balance – August 31, 2020 (inception) | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | |||||||||||
Issuance of Class B common stock to Sponsor | 10,062,500 | 1,006 | 23,994 | — | 25,000 | |||||||||||||||
Net loss | — | — | — | (1,000 | ) | (1,000 | ) | |||||||||||||
Balance – September 30, 2020 | 10,062,500 | $ | 1,006 | $ | 23,994 | $ | (1,000 | ) | $ | 24,000 | ||||||||||
3
THREE MONTHS ENDED MARCH 31, 2021
Cash Flows from Operating Activities: | ||||
Net income | $ | 6,243,479 | ||
Adjustments to reconcile net income to net cash used in operating activities: | ||||
Interest earned on marketable securities held in Trust Account | (35,544 | ) | ||
Change in fair value of warrant liabilities | (6,446,833 | ) | ||
Changes in operating assets and liabilities: | ||||
Prepaid expenses | 55,481 | |||
Accrued expenses | (6,964 | ) | ||
Net cash used in operating activities | (190,381 | ) | ||
Net Change in Cash | (190,381 | ) | ||
Cash – Beginning of period | 835,208 | |||
Cash – End of period | $ | 644,827 | ||
Non-Cash financing activities: | ||||
Change in value of Class A common stock subject to possible redemption | $ | 6,243,480 |
Nine Months Ended September 30, | For The Period From August 31, 2020 (Inception) Through September 30, | |||||||
2021 | 2020 | |||||||
Cash Flows from Operating Activities: | ||||||||
Net income (loss) | $ | 8,081,123 | $ | (1,000 | ) | |||
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||||||||
Interest earned on investments and marketable securities held in Trust Account | (63,780 | ) | 0 | |||||
Change in fair value of warrant liabilities | (8,915,833 | ) | 0 | |||||
Changes in operating assets and liabilities: | ||||||||
Prepaid expenses | 271,700 | 0 | ||||||
Accrued expenses | 68,352 | 1,000 | ||||||
Net cash used in operating activities | (558,438 | ) | 0 | |||||
Cash Flows from Investing Activities: | ||||||||
Cash withdrawn from Trust Account to pay franchise taxes | 41,675 | 0 | ||||||
Net cash provided by investing activities | 41,675 | 0 | ||||||
Net Change in Cash | (516,763 | ) | 0 | |||||
Cash – Beginning of period | 835,208 | 0 | ||||||
Cash – End of period | $ | 318,445 | $ | 0 | ||||
MARCH 31,
4.
5.
MARCH 31,
Balance Sheet as of December 31, 2020 (audited) | As Previously Reported | Adjustment | As Restated | |||||||||
Class A common stock subject to possible redemption | $ | 365,983,270 | $ | 36,516,730 | $ | 402,500,000 | ||||||
Class A common stock | $ | 455 | $ | (365 | ) | $ | 90 | |||||
Additional paid-in capital | $ | 5,843,734 | $ | (5,843,734 | ) | $ | 0 | |||||
Accumulated Deficit | $ | (845,189 | ) | $ | (30,672,631 | ) | $ | (31,517,820 | ) | |||
Total Stockholders’ Equity (Deficit) | $ | 5,000,006 | $ | (36,516,730 | ) | $ | (31,516,724 | ) | ||||
Statement of Operations for the period from August 31, 2020 (inception) through December 31, 2020 (audited) | ||||||||||||
Weighted average shares outstanding, Class A redeemable common stock | 40,250,000 | (34,515,984 | ) | 5,734,016 | ||||||||
Basic and diluted net income per share, Class A redeemable common stock | $ | 0 | $ | (0.06 | ) | $ | (0.06 | ) | ||||
Weighted average shares outstanding, Class A and Class B non-redeemable common stock | 10,194,207 | (2,441,133 | ) | 7,753,074 | ||||||||
Basic and diluted net income per share, Class A and Class B non-redeemable common stock | $ | (0.08 | ) | $ | 0.02 | $ | (0.06 | ) |
2.3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
MARCH 31,
sheets.
Gross proceeds | $ | 402,500,000 | ||
Less: | ||||
Proceeds allocated to Public Warrants | (17,710,000 | ) | ||
Class A common stocks issuance costs | (21,590,535 | ) | ||
Plus: | ||||
Accretion of carrying value to redemption value | 39,300,535 | |||
Class A common stocks subject to possible redemption | $ | 402,500,000 | ||
MARCH 31,
The Company’s statements of operations includes a presentation of income (loss) per share for common shares subjectdoes not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to possible redemption in a manner similar to the two-class method of income (loss) per share. Net income per common share, basic and diluted, forpurchase 13,716,667 Class A redeemablecommon stock in the aggregate. As of September 30, 2021 and 2020
MARCH 31,
Three Months Ended March 31, 2021 | ||||
Redeemable Class A Common Stock | ||||
Numerator: Earnings allocable to Redeemable Class A Common Stock | ||||
Interest Income | $ | 34,544 | ||
Less: Income and Franchise Taxes | (34,544 | ) | ||
Net Earnings | $ | — | ||
Denominator: Weighted Average Redeemable Class A Common Stock | ||||
Redeemable Class A Common Stock, Basic and Diluted | 40,250,000 | |||
Earnings/Basic and Diluted Redeemable Class A Common Stock | $ | 0.00 | ||
Non-Redeemable Class A and B Common Stock | ||||
Numerator: Net income minus Redeemable Net Earnings | ||||
Net Income | $ | 6,243,479 | ||
Redeemable Net Earnings | — | |||
Non-Redeemable Net Income | $ | 6,243,479 | ||
Denominator: Weighted Average Non-Redeemable Class A and B Common Stock | ||||
Non-Redeemable Class A and B Common Stock, Basic and Diluted (1) | 10,962,500 | |||
Income/Basic and Diluted Non-Redeemable Class A and B Common Stock | $ | 0.57 |
Three Months Ended September 30, 2021 | Nine Months Ended September 30, 2021 | For the Period from August 31, 2020 (Inception) Through September 30, 2020 | ||||||||||||||||||||||
Class A | Class B | Class A | Class B | Class A | Class B | |||||||||||||||||||
Basic and diluted net income per common share | ||||||||||||||||||||||||
Numerator: | ||||||||||||||||||||||||
Allocation of net income (loss), as adjusted | $ | 2,967,754 | $ | 725,711 | $ | 6,493,302 | $ | 1,587,821 | $ | 0 | $ | (1,000 | ) | |||||||||||
Denominator: | ||||||||||||||||||||||||
Basic and diluted weighted average shares outstanding | 41,150,000 | 10,062,500 | 41,150,000 | 10,062,500 | 0 | 8,750,000 | ||||||||||||||||||
Basic and diluted net income per common share | $ | 0.07 | $ | 0.07 | $ | 0.16 | $ | 0.16 | $ | 0 | $ | 0.00 |
(1) | The weighted average non-redeemable common stock for the three and ni ne months ended , respectively, includes the effect of 900,000 Placement Units, which were issued in conjunction with the Initial Public Offering on December 14, 2020. |
approximatesapproximate the carrying amounts represented in the accompanying condensed balance sheet,sheets, primarily due to their short-term nature, except for the Warrants (see Note 9). (“(“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-convertedif- converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The CompanyWe adopted ASU 2020-06 effective January 1, 2021. The adoption of ASU 2020-06 did not have an impact on the Company’sour financial statements.
3.4. INITIAL PUBLIC OFFERING
CARNEY TECHNOLOGY ACQUISITION CORP. II
NOTES TO CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2021
(Unaudited)
4.5. PRIVATE PLACEMENT
5.6. RELATED PARTY TRANSACTIONS
MARCH 31,
which are presented as temporary equity.
11
MARCH
(Unaudited)
NOTE 8. WARRANTS
2020, there were 20,000,000 Public Warrants and 400,000 Private Placement Warrants outstanding, respectively. Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.
MARCH 31,
MARCH 31,
Level 1: | Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. |
Level 2: | Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. |
Level 3: | Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability |
withdrew $41,675 for tax payment purposes.
Held-To-Maturity | Amortized Cost | Gross Holding Gain | Fair Value | |||||||||||
December 31, 2020 | U.S. Treasury Securities (Matured on 03/18/2021)1 | $ | 201,256,191 | $ | 1,629 | $ | 201,257,820 |
1 The matured securities were reinvested in a U.S. Treasury Securities Money Market Fund
Held-To-Maturity | Amortized Cost | Gross Holding Gain | Fair Value | |||||||||||
September 30, 2021 | U.S. Treasury Securities (Matures on 12/09/2021) | $ | 201,267,523 | $ | 4,413 | $ | 201,271,936 | |||||||
December 31, 2020 | U.S. Treasury Securities (Matured on 03/18/2021) | $ | 201,256,191 | $ | 1,629 | $ | 201,257,820 | |||||||
1 | The matured securities were reinvested in a U.S. Treasury Securities Money Market Fund |
Description | Level | March 31, 2021 | December 31, 2020 | |||||||||
Assets: | ||||||||||||
Investments – U.S. Treasury Securities Money Market Fund | 1 | $ | 402,542,675 | $ | 201,250,937 | |||||||
Investments – U.S. Treasury Securities (Matured on 03/18/2021) | 1 | $ | — | $ | 201,257,820 | |||||||
Liabilities: | ||||||||||||
Warrant Liability – Public Warrants | 1 | $ | 11,135,834 | $ | 17,441,667 | |||||||
Warrant Liability – Placement Warrants | 3 | $ | 249,000 | $ | 390,000 | |||||||
Description | Level | September 30, 2021 | December 31, 2020 | |||||||||
Liabilities: | ||||||||||||
Warrant Liability – Public Warrants | 1 | $ | 8,720,834 | $ | 17,441,667 | |||||||
Warrant Liability – Placement Warrants | 2 | $ | 195,000 | $ | 390,000 |
MARCH 31,
The key inputs into the Monte Carlo simulation model for the Warrants were as follows:
Input: | December 31, 2020 | |||
Risk-free interest rate | 0.43 | % | ||
Expected term (years) | 5.5 | |||
Expected volatility | 20.0 | % | ||
Exercise price | $ | 11.50 | ||
Implied Fair Value of Class A common stock | $ | 9.83 |
Private Placement | Public | Warrant Liabilities (Level 3) | ||||||||||
Fair value as of January 1, 2021 | $ | 390,000 | $ | 17,441,667 | $ | 17,831,667 | ||||||
Transfers to Level 1 | — | (17,441,667 | ) | (17,441,667 | ) | |||||||
Change in fair value | (141,000 | ) | — | (141,000 | ) | |||||||
Fair value as of March 31, 2021 | $ | 249,000 | $ | — | $ | 249,000 |
Private Placement | Public | Warrant Liabilities (Level 3) | ||||||||||
Fair value as of January 1, 2021 | $ | 390,000 | $ | 17,441,667 | $ | 17,831,667 | ||||||
Transfers to Level 1 | 0 | (17,441,667 | ) | (17,441,667 | ) | |||||||
Change in fair value | (141,000 | ) | 0 | (141,000 | ) | |||||||
Fair value as of March 31, 2021 | $ | 249,000 | $ | 0— | $ | 249,000 | ||||||
Change in fair value | 33,000 | — | 33,000 | |||||||||
Fair value as of June 30, 2021 | $ | 282,000 | $ | 0— | $ | 282,000 | ||||||
Change in F airV alue | (87,000 | ) | — | (87,000 | ) | |||||||
Transfer to Level 2 | (195,000 | ) | — | (195,000 | ) | |||||||
Fair value as of September 30, 2021 | $ | 0 | $ | 0 | $ | 0 | ||||||
$311,899.
common stock is computed by dividing net loss by the weighted average number of common stock outstanding during the period. We apply the
redemption value approximates fair value.
Under
effective as of September 30, 2021.
No. | Description of Exhibit | |
31.1* | Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
32.1** | Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
101.INS* | XBRL Instance Document | |
101.CAL* | XBRL Taxonomy Extension Calculation Linkbase Document | |
101.SCH* | XBRL Taxonomy Extension Schema Document | |
101.DEF* | XBRL Taxonomy Extension Definition Linkbase Document | |
101.LAB* | XBRL Taxonomy Extension Labels Linkbase Document | |
101.PRE* | XBRL Taxonomy Extension Presentation Linkbase Document |
* | Filed herewith. |
** | Furnished. |
CARNEY TECHNOLOGY ACQUISITION CORP. II | ||||||
Date: | ||||||
By: | /s/ David Roberson | |||||
Name: | David Roberson | |||||
Title: | Chief Executive Officer, Chief Financial Officer and Chairman of the Board of Directors | |||||
(Principal Executive Officer and Principal Financial Officer) |
20