Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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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, Address and Telephone Number of Person Authorized to |
| Receive Notices and Communications) |
| December 14, 2020 |
| (Date of Event Which Requires Filing of this Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
* 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 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 | 13D | Page 2 of 14 pages |
| 1 |
Names of Reporting Persons.
Carney Technology Sponsor II LLC |
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) |
| (a) ☐ | |
| (b) ☐ | |
| 3 | SEC Use Only
|
| 4 |
Source of Funds (See Instructions):
WC |
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e):
☐ |
| 6 |
Citizenship or Place of Organization.
Delaware |
|
Number of Shares Beneficially Owned by Each Reporting Person With |
7 |
Sole Voting Power
0 |
| 8 |
Shared Voting Power
10,962,500 | |
| 9 |
Sole Dispositive Power
0 | |
| 10 |
Shared Dispositive Power
10,962,500 |
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
10,962,500 |
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
|
| 13 |
Percent of Class Represented by Amount in Row (11)
21.4% |
| 14 |
Type of Reporting Person (See Instructions)
OO |
| CUSIP No. 143636108 | 13D | Page 3 of 14 pages |
| 1 |
Names of Reporting Persons.
Explorer Parent LLC |
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) |
| (a) ☐ | |
| (b) ☐ | |
| 3 | SEC Use Only
|
| 4 |
Source of Funds (See Instructions):
WC |
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e):
☐ |
| 6 |
Citizenship or Place of Organization.
Cayman Islands |
|
Number of Shares Beneficially Owned by Each Reporting Person With |
7 |
Sole Voting Power
0 |
| 8 |
Shared Voting Power
10,962,500 | |
| 9 |
Sole Dispositive Power
0 | |
| 10 |
Shared Dispositive Power
10,962,500 |
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
10,962,500 |
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
|
| 13 |
Percent of Class Represented by Amount in Row (11)
21.4% |
| 14 |
Type of Reporting Person (See Instructions)
OO |
| CUSIP No. 143636108 | 13D | Page 4 of 14 pages |
| 1 |
Names of Reporting Persons.
Founder Holdings LLC |
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) |
| (a) ☐ | |
| (b) ☐ | |
| 3 | SEC Use Only
|
| 4 |
Source of Funds (See Instructions):
WC |
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e):
☐ |
| 6 |
Citizenship or Place of Organization.
Cayman Islands |
|
Number of Shares Beneficially Owned by Each Reporting Person With |
7 |
Sole Voting Power
0 |
| 8 |
Shared Voting Power
10,962,500 | |
| 9 |
Sole Dispositive Power
0 | |
| 10 |
Shared Dispositive Power
10,962,500 |
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
10,962,500 |
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
|
| 13 |
Percent of Class Represented by Amount in Row (11)
21.4% |
| 14 |
Type of Reporting Person (See Instructions)
OO |
| CUSIP No. 143636108 | 13D | Page 5 of 14 pages |
| 1 |
Names of Reporting Persons.
Steven Fletcher |
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) |
| (a) ☐ | |
| (b) ☐ | |
| 3 | SEC Use Only
|
| 4 |
Source of Funds (See Instructions):
OO |
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e):
☐ |
| 6 |
Citizenship or Place of Organization.
United States |
|
Number of Shares Beneficially Owned by Each Reporting Person With |
7 |
Sole Voting Power
0 |
| 8 |
Shared Voting Power
10,962,500 | |
| 9 |
Sole Dispositive Power
0 | |
| 10 |
Shared Dispositive Power
10,962,500 |
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
10,962,500 |
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
|
| 13 |
Percent of Class Represented by Amount in Row (11)
21.4% |
| 14 |
Type of Reporting Person (See Instructions)
IN |
| CUSIP No. 143636108 | 13D | Page 6 of 14 pages |
| 1 |
Names of Reporting Persons.
Alex Vieux |
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) |
| (a) ☐ | |
| (b) ☐ | |
| 3 | SEC Use Only
|
| 4 |
Source of Funds (See Instructions):
OO |
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e):
☐ |
| 6 |
Citizenship or Place of Organization.
France |
|
Number of Shares Beneficially Owned by Each Reporting Person With |
7 |
Sole Voting Power
0 |
| 8 |
Shared Voting Power
10,962,500 | |
| 9 |
Sole Dispositive Power
0 | |
| 10 |
Shared Dispositive Power
10,962,500 |
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
10,962,500 |
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
|
| 13 |
Percent of Class Represented by Amount in Row (11)
21.4% |
| 14 |
Type of Reporting Person (See Instructions)
IN |
| CUSIP No. 143636108 | 13D | Page 7 of 14 pages |
| Item 1. | Security and Issuer. |
This statement on Schedule 13D (the “Schedule 13D”) relates to the Class A common stock, par value $0.0001 per share (the “Common Stock”), of Carney Technology Acquisition Corp. II, a Delaware corporation (the “Issuer”) whose principal executive offices are located at 533 Airport Blvd, Suite 400, Burlingame, CA 94010.
| Item 2. | Identity and Background |
The Schedule 13D is being filed by the following persons (each a “Reporting Person” and, collectively, the “Reporting Persons”):
Carney Technology Sponsor II LLC (“Sponsor”);
Explorer Parent LLC (“Explorer”);
Founder Holdings LLC (“Founder”);
Steven Fletcher; and
Alex Vieux.
Sponsor is organized under the laws of the State of Delaware. Explorer and Founder are each organized under the laws of the Cayman Islands. Mr. Steven Fletcher is a citizen of the United States and Mr. Alex Vieux is a citizen of France. The address for the principal business office of each Reporting Person is 533 Airport Blvd, Suite 400, Burlingame, CA 94010.
The principal occupation of Messers. Fletcher and Vieux is Principal of Founder. The principal business of each of the other Reporting Persons is investing in securities, including the securities o f the Issuer.
Information with respect to the directors and officers of Sponsor, Explorer, and Founder (collectively, the “Related Persons”), including the name, business address, present principal occupation or employment and citizenship of each of the Related Persons is listed on the attached Schedule A, which is incorporated herein by reference.
During the last five years, none of the Reporting Persons or Related Persons (i) has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
| Item 3. | Source and Amount of Funds or Other Consideration. |
The aggregate purchase price for the Placement Units (as defined below) was $9,000,000. The aggregate purchase price for the Founder Shares (as defined below) was $25,000. In each case, the source of these funds was the working capital of Sponsor.
| CUSIP No. 143636108 | 13D | Page 8 of 14 pages |
| Item 4. | Purpose of Transaction |
Founder Shares
In August 2020, Sponsor purchased 10,062,500 founder shares, classified as shares of Class B common stock (the “Founder Shares”), for an aggregate purchase price of $25,000. The Founder Shares include an aggregate of up to 1,312,500 Class B shares subject to forfeiture to the extent that the underwriters’ over-allotment option in connection with the Issuer’s initial public offering (the “IPO”) is not exercised in full or in part, so that the Sponsor will own, on an as-converted basis, 20% of the Issuer’s issued and outstanding shares after the IPO (excluding the shares of Common Stock underlying the Placement Units (defined below)). The Founder Shares will automatically convert into shares of Common Stock at the time of the Issuer’s initial business combination (the “Business Combination”) on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights.
Placement Units
On December 14, 2020, as part of a unit subscription agreement dated December 9, 2020 (the “Unit Subscription Agreement”), Sponsor purchased 900,000 placement units (the “Placement Units”) from the Issuer for an aggregate purchase price of $9,000,000. Each Placement Unit consists of one share of Common Stock (“Placement Share”) and one-third of one redeemable warrant (each, a “Placement Warrant”). Each whole Placement Warrant is exercisable to purchase one share Common Stock at a price of $11.50 per share, subject to adjustment, during the period commencing on the later of (i) twelve (12) months from the date of the closing of the IPO and (ii) 30 days following the consummation of the Business Combination.
The foregoing description of the Unit Subscription Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the agreement, which is attached as an exhibit hereto and incorporated herein by reference.
Letter Agreement
Sponsor and the Issuer entered into a letter agreement (the “Letter Agreement”) pursuant to which Sponsor agreed to (i) waive its redemption rights with respect to its Founder Shares and Common Stock in connection with the completion of the Business Combination, (ii) waive its redemption rights with respect to its Founder Shares and Common Stock in connection with a stockholder vote to approve an amendment to the Issuer’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Issuer’s obligation to allow redemption in connection with the Issuer’s Business Combination or certain amendments to the Issuer’s charter prior thereto or to redeem 100% of the Issuer’s Common Stock if the Issuer does not complete the Business Combination within 24 months from the closing of the IPO or (B) with respect to any other provision relating to stockholders’ rights or pre-Business Combination activity and (iii) waive its rights to liquidating distributions from the trust account with respect to its Founder Shares if the Issuer fails to complete the Business Combination within 24 months from the closing of the IPO, although Sponsor will be entitled to liquidating distributions from the trust account with respect to any Common Stock it holds if the Issuer fails to complete the Business Combination within the prescribed time frame.
| CUSIP No. 143636108 | 13D | Page 9 of 14 pages |
Voting Agreement
Pursuant to the Letter Agreement, Sponsor agreed to vote any Founder Shares, Placement Shares, and any Common Stock purchased during or after the IPO (including in open market and privately negotiated transactions) in favor of the Business Combination. If the Issuer submits the Business Combination to its public stockholders for a vote, the Issuer will complete the Business Combination only if a majority of the outstanding shares of Common Stock voted are voted in favor of the Business Combination.
Lock-up Agreement
Further pursuant to the Letter Agreement, Sponsor agreed that the Founder Shares, Placement Units, and securities contained therein are not transferable or salable (i) in the case of the Founder Shares, until the earlier of (A) one year after the completion of the Business Combination or (B) subsequent to the Business Combination, (x) if the last sale price of the Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination, or (y) the date on which the Issuer completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of its stockholders having the right to exchange their shares of Common Stock for cash, securities or other property, and (ii) in the case of the Placement Units, including the component securities therein, until 30 days after the completion of the Business Combination, with certain limited exceptions.
The foregoing description of the Letter Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the agreement, which is attached as an exhibit hereto and incorporated herein by reference.
Registration Rights Agreement
In connection with the closing of the IPO, the Issuer entered into a registration rights agreement (the “Registration Rights Agreement”) with Sponsor, pursuant to which Sponsor is entitled to make up to three demands, excluding short form demands, that the Issuer register Founder Shares, Placement Units, any Common Stock issuable upon the exercise of Placement Warrant, any Common Stock issuable upon the conversion of the Founder Shares, and any Common Stock that may be issued as part of working capital loans. In addition, Sponsor has certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Business Combination and rights to require the Issuer to register for resale such securities pursuant to Rule 415 under the Securities Act.
| CUSIP No. 143636108 | 13D | Page 10 of 14 pages |
The fore going description of the Registration Rights Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the agreement, which is attached as an exhibit hereto and incorporated herein by reference.
General
The Reporting Persons acquired the securities described in this Schedule 13D for investment purposes and intend to review their investments in the Issuer on a continuing basis. Subject to the terms of the Letter Agreement, any actions the Reporting Persons might undertake may be made at any time and from time to time without prior notice and will be dependent upon the Reporting Persons’ review of numerous factors, including, but not limited to: an ongoing evaluation of the Issuer’s business, financial condition, operations and prospects; price levels of the Issuer’s securities; general market, industry and economic conditions; the relative attractiveness of alternative business and investment opportunities; and other future developments.
Subject to the terms of the Letter Agreement, the Reporting Persons may acquire additional securities of the Issuer, or retain or sell all or a portion of the securities then held, in the open market or in privately negotiated transactions, including pursuant to registered transactions pursuant to the Registration Rights Agreement. In addition, the Reporting Persons and their designees to the Issuer’s board of directors (the “Board”) may engage in discussions with management, the Board, and securityholders of the Issuer and other relevant parties or encourage, cause or seek to cause the Issuer or such persons to consider or explore extraordinary corporate transactions, such as: a merger, reorganization or other transaction that could result in the de-listing or de-registration of the Common Stock; sales or acquisitions of assets or businesses; changes to the capitalization or dividend policy of the Issuer; or other material changes to the Issuer’s business or corporate structure, including changes in management or the composition of the Board. There can be no assurance, however, that any Reporting Person will propose such a transaction or that any such transaction would be successfully implemented.
Other than as described above, the Reporting Persons do not currently have any plans or proposals that relate to, or would result in, any of the matters listed in Items 4(a)–(j) of Schedule 13D, although, depending on the factors discussed herein, the Reporting Persons may change their purpose or formulate different plans or proposals with respect thereto at any time.
| CUSIP No. 143636108 | 13D | Page 11 of 14 pages |
| Item 5. | Interest in Securities of the Issuer |
(a) – (b)
The following sets forth, as of the date of this Schedule 13D, the aggregate number of shares of Common Stock and percentage of Common Stock beneficially owned by each of the Reporting Persons, as well as the number of shares of Common Stock as to which each Reporting Person has the sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition of or shared power to dispose or to direct the disposition of, as of the date hereof, based on 51,212,500 shares of Common Stock outstanding as of December 14, 2020, which includes: (i) 40,250,000 shares of Common Stock outstanding, (ii) 900,000 shares of Common Stock issuable upon exercise of the Placement Units, and (iii) 10,062,500 shares of Common Stock issuable upon conversion of the Founder Shares.
| Reporting Person | Amount beneficially owned | Percent of class | Sole power to vote or to direct the vote | Shared power to vote or to direct the vote | Sole power to dispose or to direct the disposition | Shared power to dispose or to direct the disposition | ||||||||||||||||||
| Carney Technology Sponsor II LLC | 10,962,500 | 21.4 | % | 0 | 10,962,500 | 0 | 10,962,500 | |||||||||||||||||
| Explorer Parent LLC | 10,962,500 | 21.4 | % | 0 | 10,962,500 | 0 | 10,962,500 | |||||||||||||||||
| Founder Holdings LLC | 10,962,500 | 21.4 | % | 0 | 10,962,500 | 0 | 10,962,500 | |||||||||||||||||
| Steven Fletcher | 10,962,500 | 21.4 | % | 0 | 10,962,500 | 0 | 10,962,500 | |||||||||||||||||
| Alex Vieux | 10,962,500 | 21.4 | % | 0 | 10,962,500 | 0 | 10,962,500 | |||||||||||||||||
The securities reported above are held of record by Sponsor and include: (i) 900,000 shares of Common Stock issuable upon exercise of the Placement Units, and (ii) 10,062,500 shares of Common Stock issuable upon conversion of the Founder Shares.
Sponsor is the record holder of the securities reported herein. Alex Vieux and Steven Fletcher are managing members of Sponsor and of Founder Holdings LLC, which is the managing member of Explorer Parent LLC, which is a member of Sponsor. By virtue of these relationships, each of these entities and individuals may be deemed to share beneficial ownership of the securities held of record by Sponsor.
(c) The Reporting Person has not effected any transactions of the Issuer’s Common Stock during the 60 days preceding the date of this report, except as described in Item 4 of this Schedule 13D, which information is incorporated herein by reference.
(d) Not applicable.
(e) Not applicable.
| Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. |
Item 4 above summarizes certain provisions of the Unit Subscription Agreement, Letter Agreement, and Registration Rights Agreement and is incorporated herein by reference. A copy of these agreements are attached as exhibits to this Schedule 13D, and are incorporated herein by reference.
Except as set forth herein, none of the Reporting Persons or Related Persons has any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including but not limited to any contracts, arrangements, understandings or relationships concerning the transfer or voting of such securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.
| CUSIP No. 143636108 | 13D | Page 12 of 14 pages |
| Item 7. | Materials to be Filed as Exhibits |
| CUSIP No. 143636108 | 13D | Page 13 of 14 pages |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: December 16, 2020
| Carney TECHNOLOGY SPONSOR II LLC | ||
| By: | /s/ Steven Fletcher | |
| Name: | Steven Fletcher | |
| Title: | a Managing Member | |
| EXPLORER PARENT LLC | ||
| By: Founder Holdings LLC, its managing member | ||
| By: | /s/ Steven Fletcher | |
| Name: | Steven Fletcher | |
| Title: | a Managing Member | |
| By: | /s/ Alex Vieux | |
| Name: | Alex Vieux | |
| Title: | a Managing Member | |
| FOUNDER HOLDINGS LLC | ||
| By: | /s/ Steven Fletcher | |
| Name: | Steven Fletcher | |
| Title: | a Managing Member | |
| By: | /s/ Alex Vieux | |
| Name: | Alex Vieux | |
| Title: | a Managing Member | |
| STEVEN FLETCHER | ||
| /s/ Steven Fletcher | ||
| ALEX VIEUX | ||
| /s/ Alex Vieux | ||
| CUSIP No. 143636108 | 13D | Page 14 of 14 pages |
SCHEDULE A
The name, present principal occupation or employment, business address and citizenship of each of the executive officers and directors of Carney Technology Sponsor II LLC, Explorer Parent LLC, and Founder Holdings LLC are set forth below.
Carney Technology Sponsor II LLC
| Name | Present Principal Occupation or Employment | Business Address | Citizenship | |||
| Steven Fletcher | Principal of Financial Services Firm | 533 Airport Blvd, Suite 400, Burlingame, CA 94010 | United States | |||
| Alex Vieux | Principal of Financial Services Firm | 533 Airport Blvd, Suite 400, Burlingame, CA 94010 | France | |||
| Lloyd Carney | Principal of Financial Services Firm | 533 Airport Blvd, Suite 400, Burlingame, CA 94010 | United States |
Explorer Parent LLC
| Name | Present Principal Occupation or Employment | Business Address | Citizenship | |||
| Steven Fletcher | Principal of Financial Services Firm | 533 Airport Blvd, Suite 400, Burlingame, CA 94010 | United States | |||
| Alex Vieux | Principal of Financial Services Firm | 533 Airport Blvd, Suite 400, Burlingame, CA 94010 | France |
Founder Holdings LLC
| Name | Present Principal Occupation or Employment | Business Address | Citizenship | |||
| Steven Fletcher | Principal of Financial Services Firm | 533 Airport Blvd, Suite 400, Burlingame, CA 94010 | United States | |||
| Alex Vieux | Principal of Financial Services Firm | 533 Airport Blvd, Suite 400, Burlingame, CA 94010 | France |