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CORRESP

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 November 16, 2022

Division of Corporation Finance

 Office of Real Estate and
Construction

 U.S. Securities and Exchange Commission

 100 F
Street, N.E.

 Washington, D.C. 20549

 Attention: Isabel
Rivera

Re:

Carney Technology Acquisition Corp. II

Schedule Pre 14A, filed November 4, 2022

File No. 001-39779

 Dear Ms. Rivera:

 On behalf
of our client, Carney Technology Acquisition Corp. II, a Delaware corporation (the “Company”), we submit to the staff (the “Staff”) of the U.S. Securities and Exchange Commission this letter setting forth the Company’s
response to the comments discussed in a conference call between the Staff and our counsel on November 10, 2022.

 In response to the Staff comments,
we have revised the preliminary proxy statement to address each of the comments and are submitting a revised proxy statement herewith for the review of the Staff, a substantially similar version of which the Company intends to file with the SEC.

 We appreciate the willingness of the Staff to communicate its comments in the conference call and ask that you advise if the Staff has any further
comments.

Very truly yours,

 /s/ Lijia Sanchez

Lijia Sanchez, Esq.

Ellenoff Grossman & Schole LLP

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 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.        )

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 Statement

☐
 Definitive Additional Materials

☐
 Soliciting Material under §240.14a-12

CARNEY TECHNOLOGY ACQUISITION CORP. II

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒
 No fee required

☐
 Fee paid previously with preliminary materials.

☐
 Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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 PRELIMINARY PROXY STATEMENT SUBJECT

TO COMPLETION DATED [            ], 2022

Carney Technology Acquisition Corp. II

630 Ramona St. Palo

Alto, CA 94301

 LETTER
TO STOCKHOLDERS

 TO THE STOCKHOLDERS OF CARNEY TECHNOLOGY ACQUISITION CORP. II:

You are cordially invited to attend the special meeting in lieu of an annual meeting of stockholders (the “Meeting”), of
Carney Technology Acquisition Corp. II (“we”, “us”, “our” or the “Company”), to be held at [          ] a.m. Eastern time on
December 9, 2022.

 The Meeting will be a completely virtual meeting of stockholders, which will be conducted via live webcast. You
will be able to attend the Meeting online, vote and submit your questions during the Meeting by visiting https://www.cstproxy.com/carneytechacqcorpii/2022.

Even if you are planning on attending the Meeting online, please promptly submit your proxy vote by telephone, or, if you received a printed
form of proxy in the mail, by completing, dating, signing and returning the enclosed proxy, so your shares will be represented at the Meeting. Instructions on voting your shares are on the proxy materials you received for the Meeting. Even if you
plan to attend the Meeting online, it is strongly recommended you complete and return your proxy card before the Meeting date, to ensure that your shares will be represented at the Meeting if you are unable to attend.

The accompanying proxy statement (the “Proxy Statement”) is dated [ ], 2022, and is first being mailed to stockholders of the
Company on or about November 17, 2022. The sole purpose of the Meeting is to consider and vote upon the following proposals (the “Proposals”):

1)
 a proposal to amend the Company’s amended and restated certificate of incorporation (the
“Charter”), in the form set forth in Annex A to the accompanying Proxy Statement (the “Extension Amendment” and such proposal, the “Extension Amendment Proposal”), to extend the date by which
the Company must (i) effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, involving the Company and one or more businesses (a “Business Combination”, and
the Company’s initial Business Combination, the “Business Combination”) (ii) cease all operations except for the purpose of winding up, and (iii) redeem or repurchase 100% of the Company’s Class A common stock
included as part of the units (the “Public Shares”) sold in the Company’s initial public offering that was consummated on December 14, 2020 (the “IPO”), from December 14, 2022 to June 14, 2023
(the “Extension”, and such later date, the “Extended Date”), or such earlier date as determined by the board of directors (“the Board”));

2)
 a proposal to re-elect each of Carol Goode and Lieutenant General (Ret.) Robert Ferrell as Class I directors of
the Board until the annual meeting of the Company to be held in 2025 or until their successors are elected and qualified, subject to their earlier death, resignation, retirement, disqualification or removal (the “Director Election
Proposal”); and

3)
 a proposal to approve the adjournment of the Meeting to a later date or dates, if necessary, to permit further
solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the other proposals (the “Adjournment Proposal”). The Adjournment Proposal will only be presented
at the Meeting if there are not sufficient votes to approve any of the other proposals.

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 Each of the Proposals are more fully described in the accompanying Proxy Statement.

The purpose of the Extension Amendment Proposal and, if necessary, the Adjournment Proposal, is to allow us additional time to complete the
Business Combination. While we are currently in discussions regarding various Business Combination opportunities, our Board currently believes that there will not be sufficient time before December 14, 2022 to complete the Business Combination.
Accordingly, the Board believes that in order to be able to consummate the Business Combination, we will need to obtain the Extension. Therefore, the Board has determined that it is in the best interests of our stockholders to extend the date by
which the Company has to consummate a Business Combination to the Extended Date in order for our stockholders to have the opportunity to participate in our future investment.

In connection with the Extension Amendment Proposal, public stockholders may elect (the “Election”) to redeem their Public
Shares for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account (the “Trust Account”), including interest (which interest shall be net of taxes payable), divided by the number of
then outstanding Public Shares, regardless of whether such public stockholders vote on the Extension Amendment Proposal. If the Extension Amendment Proposal is approved by the requisite vote of stockholders, the remaining holders of Public Shares
will retain their right to redeem their Public Shares when the Business Combination is submitted to the stockholders, subject to any limitations set forth in our Charter, as amended by the Extension Amendment. In addition, public stockholders who do
not make the Election would be entitled to have their Public Shares redeemed for cash if the Company has not completed the Business Combination by the Extended Date. Our sponsor, Carney Technology Sponsor II LLC (the “Sponsor”),
owns 10,062,500 shares of our Class B common stock (the “Founder Shares”), that were issued to the Sponsor prior to our IPO, and 900,000 private placement units (the “Private Placement Units”), which were purchased
by the Sponsor in a private placement that occurred simultaneously with the completion of the IPO. Each Private Placement Unit includes of one share of Class A common stock (the “Private Placement Share”) and one-third of one
warrant (the “Private Placement Warrant”). Each whole warrant is exercisable to purchase one whole share of Class A common stock at $11.50 per share.

To make the Election, you must demand that the Company redeem your Public Shares for a pro rata portion of the funds held in the Trust
Account and tender your Public Shares to the Company’s transfer agent at least two business days prior to the Meeting (or December 7, 2022). You may tender your Public Shares by either delivering your share certificate to the transfer
agent or by delivering your shares electronically using the Depository Trust Company’s Deposit/Withdrawal At Custodian system. If you hold your Public Shares in street name, you will need to instruct your bank, broker or other nominee to
withdraw the Public Shares from your account in order to make the Election.

 If the Extension Amendment Proposal is approved and the
Board decides to implement the Extension, the Sponsor or its designees have agreed to contribute to us loans (the “Loans”) of (i) $[        ] for each Public Share that is not redeemed
(such amount, the “Monthly Amount”) plus (ii) if the Business Combination is not consummated by January 14, 2023, the Monthly Amount for each calendar month (commencing on January 15, 2023, and ending on the 14th day
of each subsequent month), or portion thereof, that is needed by the Company to complete the Business Combination until June 14, 2023. Accordingly, the amount deposited per share will depend on the number of Public Shares that remain
outstanding after redemptions in connection with the Extension and the length of the extension period that will be needed to complete the Business Combination. For example, if we take until [        ] to
complete the Business Combination, which would represent [        ]calendar months, our Sponsor or its designees would make aggregate maximum contributions of approximately
$[        ] per share (assuming no public shares were redeemed). Accordingly, if the Extension Amendment Proposal is approved and the Extension is implemented and we take the full time through the
June 14, 2023 to complete the Business Combination, the redemption amount per share at the meeting for such Business Combination or the Company’s subsequent liquidation will be approximately
$[        ] per share, in comparison to the current redemption amount
of $[        ] per share as on the Record Date.

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 Assuming the Extension Amendment Proposal is approved and the Board implements the
Extension, the initial Monthly Amount will be deposited in the Trust Account promptly following the Meeting. Each additional Monthly Amount will be deposited in the Trust Account within seven calendar days from the 14th of such calendar month (or
portion thereof). The Loans are conditioned upon the implementation of the Extension Amendment. The Loans will not occur if the Extension Amendment is not approved or the Extension is not completed. The amount of the Loans will not bear interest and
will be repayable by us to the Sponsor or its designees upon consummation of a Business Combination. If the Sponsor or its designees advises us that it does not intend to make the Loans, then the Extension Amendment and the Adjournment Proposal will
not be put before the stockholders at the Meeting and we will dissolve and liquidate in accordance with our Charter. Our Board will have the sole discretion whether to extend for additional calendar months until June 14, 2023 and if our Board
determines not to continue extending for additional calendar months, the Sponsor or its designees’ obligation to make Additional Loans following such determination will terminate.

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 As of the Record Date, based on funds in the Trust Account of approximately
$[          ] as of such date, the pro rata portion of the funds available in the Trust Account for the redemption of Public Shares was approximately
$10.[          ] per share (before taking into account the removal of the accrued interest in the Trust Account to pay our taxes). The closing price of the Company’s Class A common stock on
[          ], 2022 as reported on the Nasdaq Capital Market was $[          ]. The Company cannot assure stockholders that they will be able to sell
their shares of the Company’s Class A common stock in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in its securities when such stockholders
wish to sell their shares.

 The Adjournment Proposal, if adopted, will allow our Board to adjourn the Meeting to a later date or dates to
permit further solicitation of proxies. The Adjournment Proposal will only be presented to our stockholders in the event that there are insufficient votes for, or otherwise in connection with, the approval of the other Proposals.

If the Extension Amendment Proposal is not approved and we do not consummate the Business Combination by December 14, 2022, as
contemplated by our IPO prospectus and in accordance with our Charter, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible, but not more than ten business days thereafter subject
to lawfully available funds therefor, redeem 100% of the Public Shares in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including
interest not previously released to us to pay our taxes (less up to $100,000 of such net interest to pay dissolution expenses), by (B) the total number of then outstanding Public Shares, which redemption will completely extinguish rights of our
public stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining
stockholders and the Board, dissolve and liquidate, subject, in the case of clauses (ii) and (iii) to our obligations under Delaware law to provide for claims of creditors and other requirements of applicable law. There will be no
redemption rights or liquidating distributions with respect to our warrants, which will expire worthless in the event of our winding up. In the event of a liquidation, our Sponsor and our officers and directors will not receive any monies held in
the Trust Account as a result of their ownership of the Founder Shares or the Private Placement Units.

 Subject to the foregoing, the
affirmative vote of at least 65% of the Company’s outstanding shares of common stock, including the Founder Shares and Private Placement Shares, will be required to approve the Extension Amendment Proposal. Stockholder approval of the Extension
Amendment is required for the implementation of our Board’s plan to extend the date by which we must consummate our Business Combination. Notwithstanding stockholder approval of the Extension Amendment Proposal, our Board will retain the right
to abandon and not implement the Extension Amendment at any time without any further action by our stockholders.

 The election of the
nominees in the Director Election Proposal requires the affirmative vote of a plurality of the issued and outstanding shares of the Company’s common stock represented in person (including virtually) or by proxy at the Meeting and entitled to
vote thereon. “Plurality” means that the individuals who receive the largest number of votes cast “FOR” are elected as directors.

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 Approval of the Adjournment Proposal, if presented, requires the affirmative vote of the
majority of the votes cast by stockholders present in person (including virtually) or represented by proxy at the Meeting and entitled to vote t