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United States securities and exchange commission logo
April 25, 2023
Scott Honour
Chairman of the Board
Perception Capital Corp. II
315 Lake Street East, Suite 301
Wayzata, MN 55391
Re:Perception Capital Corp. II
Preliminary Proxy Statement on Schedule 14A
Filed March 29, 2023
File No. 001-40976
Dear Scott Honour:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Preliminary Proxy Statement on Schedule 14 A filed March 29, 2023
Q. What will be the relative equity stakes of public shareholders, the Sponsor, Meteora and the
Spectaire Stockholders in NewCo upon . . ., page xiv
1.Please revise your post-Closing share ownership table on pages xiv and 7 to include
interim redemption scenarios in your sensitivity analysis and to disclose all possible
sources and extent of dilution that shareholders who elect not to redeem their shares may
experience in connection with the business combination. Provide disclosure of the impact
of each significant source of dilution, including the amount of equity held by Sponsor and
Initial Shareholders, the Spectaire earn-out shares, convertible securities, including
warrants retained by redeeming shareholders, at each of the redemption levels detailed in
your sensitivity analysis, including any needed assumptions. Please also disclose the
effective underwriting fee on a percentage basis for shares at each redemption level
presented in your sensitivity analysis.

 FirstName LastNameScott Honour
 Comapany NamePerception Capital Corp. II
 April 25, 2023 Page 2
 FirstName LastName
Scott Honour
Perception Capital Corp. II
April 25, 2023
Page 2
Q. Do any of PCCT's Directors or officers or the sponsor or is affiliates have interests in the
business combination that may differ . . ., page xxiv
2.We note that footnote 1 to the post-business combination ownership table on page xxiv
assumes that the Sponsor exercised its option to convert up to $2,500,000 of the unpaid
principal balance on the Working Capital Note into redeemable warrants. However, it
appears that the 16,430,000 shares that will be owned by the Sponsor post-Business
Combination only include the shares issuable upon the exercise of the 10,050,000 private
placement warrants and the 720,000 Extension Warrants, and the 5,660,000 shares
issuable upon conversion of the Class B Shares. Please revise to resolve this apparent
discrepancy and to disclose how many redeemable warrants the Sponsor could receive if it
exercises its option to convert the Working Capital Note and the conversion rate of the
redeemable warrants.
Unaudited Pro Forma Condensed Combined Financial Information, page 68
3.We note based on adjustment (i) to the pro forma condensed combined balance sheet that
the working capital note and extension note will be converted into warrants.  Please
discuss this conversion into warrants in your Description of the Business Combination.
Please also disclose the terms of the warrants and how you intend to account for the
warrants.
4.We note adjustment (l) regarding the Forward Purchase Agreement with Meteora and that
you determined a liability should be recorded.  Please expand your disclosures to address
the key terms that led you to determine liability accounting was appropriate under ASC
480 and ASC 815.  Please also further clarify how you are reflecting this agreement in
your pro forma financial information.  Specifically it appears for your balance sheet
presentation you are not assuming Meteroa purchases shares whereas for purposes  of
determining pro forma earnings per share amounts you are assuming that Meteora
purchased the maximum 2,457,892 shares.  Please disclose your basis for your
assumptions and also your consideration of the guidance in Rule 11-02(a)(10) of
Regulation S-X which indicates that additional pro forma presentations which give effect
to the range of possible results may be necessary if the transaction is structured in such a
manner that significantly different results may occur.
5.We note based on your disclosures on page 69 that outstanding options to purchase
Spectaire common stock, restricted stock units relating to Spectaire common stock, and
restricted shares of Spectaire Common stock will be converted as part of the merger
terms.  Please address you consideration of whether there will be any financial statement
impact of these exchanges.  In this regard, we note that there were significant amounts of
unrecognized compensation expense at December 31, 2022 based on disclosures on page
F-41.

 FirstName LastNameScott Honour
 Comapany NamePerception Capital Corp. II
 April 25, 2023 Page 3
 FirstName LastName
Scott Honour
Perception Capital Corp. II
April 25, 2023
Page 3
6.We note adjustment (m) indicates that you have preliminarily determined that the Earnout
Shares should be accounted for as a liability.  Please further expand your disclosures to
clarify the specific terms that resulted in this determination pursuant to your consideration
of ASC 815-40-15.  Please also disclose and discuss the potential impact of the shares on
future results and provide a sensitivity analysis that quantifies the potential impact that
changes in the per share market price of the post combination common stock could have
on the pro forma financial statements.  Refer to Article 11-02(b)(10) of Regulation S-X.
7.In note (1) on page 79, please state the share amount of any dilutive outstanding securities
that were excluded from the computation of pro forma net loss per share because of their
anti-dilutive effect.
8.Please expand Note (L) on page 74 to clarify why your current assets are 95% higher in
the maximimum redemption scenario relative to the minimum redemption scenario.
Quantify the impact of each specific assumption impacting your Escrow cash adjustment.
Disclose any known factors that could reasonably be expected to cause your actual
Escrow cash balance in a maximum redemption scenario to materially dffer from the
amount presented. Disclose the restrictions on your ability to use the Escrow cash funds
and what your strategy is to sustain operations with zero unrestricted cash available. Note
also the guidance in Article 11-02(a)(10) of Regulation S-X.
Purchase of PCCT Ordinary Shares, page 90
9.We note the disclosure on page 90 that the Sponsor, Spectaire and its affiliates "may"
purchase PCCT Ordinary Shares in the open market and vote the securities in favor of
approval of the business combination transaction. Please provide your analysis on how
such potential purchases would comply with Rule 14e-5.
Security Ownership of Certain Beneficial Owners and Management of PCCT and NewCo, page
131
10.Please also disclose the Sponsor and its affiliates’ total potential ownership interest in the
combined company, assuming the exercise and conversion of all securities, including
warrants.  We note that the 5,660,000 shares to be beneficially owned by your Sponsor
after the business combination does not appear to assume the exercise of the Private
Placement Warrants, the Extension Warrants or the redeemable warrants issuable upon
conversion of the Working Capital Note.

 FirstName LastNameScott Honour
 Comapany NamePerception Capital Corp. II
 April 25, 2023 Page 4
 FirstName LastName
Scott Honour
Perception Capital Corp. II
April 25, 2023
Page 4
Information About NewCo Following the Business Combination, page 134
11.Please revise to provide a supporting basis for the following statements:
•on page 134, "Our asset-light business model delivers a win-win-win for Spectaire,
for our customers, and for the environment"; and "We believe that, prior to our
introduction of AireCore™, there was no practical way to directly measure real-time
transportation emissions";
•on page 135, "We believe that AireCore™ is the world’s first and only device able to
address [the technology gap between emissions requirements and access to emissions
management capabilities] by delivering real-time, accurate, and verifiable emissions
measurements";
•throughout your prospectus, that AireCore has "industry leading" accuracy;
•on page 178, that Spectaire is part of a "Large and Growing Market with No Viable
Competitors" and that "The PCCT Board also believed that Spectaire’s micro-mass-
spectrometer (MMS) device is the world’s first and only MMS that can directly
measure actual emissions in vehicular use and is a mobile, affordable and reliable
emissions measurement product."
Spectaire's AireCore Solution, page 135
12.We note your disclosure that AireCore™ is protected by a robust patent portfolio. Please
expand your disclosure to identify by patent family or otherwise the type
of patent protection (such as composition of matter, use or process), the technology to
which it relates, the relevant jurisdiction and the expiration date. Ensure that you segregate
issued patents and patent applications.
Spectaire's Business Model, page 151
13.We note your disclosures regarding projected gross margin percentages.  Given the
limited historical operations of Spectaire including no revenues have been recorded,
please provide disclosures in order for an investor to understand the reasonableness of the
assumptions underlying the projected amounts as well as the inherent limitations of the
projected amounts.
Executive and Director Compensation, page 166
14.Please revise to also provide executive compensation disclosure for the fiscal year ended
December 31, 2020.

 FirstName LastNameScott Honour
 Comapany NamePerception Capital Corp. II
 April 25, 2023 Page 5
 FirstName LastName
Scott Honour
Perception Capital Corp. II
April 25, 2023
Page 5
The Business Combination
Background to the Business Combination, page 171
15.Please revise the background section to provide additional detail regarding
the target businesses other than Spectaire that you executed letters of intent with. Include,
without limitation, the industries of the target businesses, proposed valuations, the date
that the targets were identified, and the dates that discussions began and ceased. To the
extent that any preliminary proposals were submitted, please disclose all material proposal
terms, including transaction structure, valuation, and equity split distribution.
16.We note that after initially being introduced to Spectaire for a capital raising transaction,
discussions stalled until September 7, and then again until late November 2022. Please
clarify what consideration PCCT gave to participating in a capital raising transaction with
Spectaire, why it chose to pursue a business combination with Spectaire instead, and at
what point PCCT began to consider Spectaire a potential target for a business
combination. Please also disclose who reinitiated the discussions regarding a potential
business combination between PCCT and Spectaire and the date that these discussions
resumed.
17.Please provide more insight into the reasons for and negotiations behind management’s
decision regarding the ultimate amount and form of consideration for the business
combination, including (i) how you determined the valuation in the letter of intent
submitted by PCCT on November 30, 2022; (ii) how the parties determined the structure
of the transaction and whether any alternative structures were considered; (iii) how the
parties determined the amount of the earn-out; and (iv) changes from letter of intent to the
final merger agreement. Please include the methodology employed in reaching
the valuation, the underlying assumptions and conclusions of the PCCT board.

 FirstName LastNameScott Honour
 Comapany NamePerception Capital Corp. II
 April 25, 2023 Page 6
 FirstName LastName
Scott Honour
Perception Capital Corp. II
April 25, 2023
Page 6
18.Please expand your background discussion to provide more detailed disclosure regarding
key negotiation considerations and how they changed over time. Currently the background
disclosure generally references negotiation topics and terms of the proposed merger
agreement, without providing details or explaining their significance, the parties' positions
on the terms throughout the negotiations, or how the terms may have changed before
being reflected in the proposed initial business combination. For each exchanged draft and
discussion related to the terms of merger agreement, please elaborate on the terms
discussed, including each material proposal, the proposing party, the reasons for the terms,
each party's position on the issues, and how you reached agreement on the final terms. In
addition, please expand the description of the transaction timeline to include any relevant
disclosure to address:
•whether the sponsor and management and affiliates have a track record with SPACs
and, if so, balanced disclosure about this record and the outcomes of the prior
transactions;
•whether the sponsor has other SPACs in the process of searching for a target
company and whether the sponsor considered more than one active SPAC to be the
potential acquirer and how the final decision was reached;
•the negotiation of any arrangements for any shareholder to waive its redemption
rights; and
•any discussions involving continuing employment or involvement for any persons
affiliated with PCCT before the merger.
19.We note that the Letter of Intent signed December 1, 2022 contemplated that PCCT would
arrange an equity line of credit of at least $50 million, a $25 million forward share
purchase agreement prior to signing of a definitive agreement and/or a PIPE of
$25 million or more between signing and closing. Please disclose the background and any
discussions related to the need to obtain additional financing, including:
•why the option of a forward share purchase agreement was selected;
•whether PCCT met with any potential PIPE investors or pursued any other financing
arrangements;
•who selected Meteora for the forward share purchase agreement;
•what relationships did the Meteora have with PCCT, the Sponsor and its affiliates,
and Jeffries;
•how the terms of the Forward Purchase Agreement evolved in the drafts exchanged
between December 13, 2022 and January 10, 2023; and
•the parties' positions on these terms.

Please also clarify whether disclose whether there were any valuations or other material
information about PCCT, Spectaire, or the de-SPAC transaction provided to Meteora or
other potential PIPE investors that have not been disclosed publicly.

 FirstName LastNameScott Honour
 Comapany NamePerception Capital Corp. II
 April 25, 2023 Page 7
 FirstName LastName
Scott Honour
Perception Capital Corp. II
April 25, 2023
Page 7
20.We note that at various meetings in December and January, representatives of PCCT and
Spectaire discussed Spectaire's business model and certain related assumptions and
variables, Spectaire's financial model and related assumptions, capital requirements, path
to scale, customer pipeline and the capabilities of Spectaire products. Please revise your
disclosure to discuss what in particular was discussed with respect to these topics, as well
as the relevant positions of each party and how these topics influenced the terms of the
transaction.
21.We note that representatives of PCCT reviewed and discussed Spectaire's financial model
and its underlying assumptions in July 2022 and the December 14, 2022 due diligence
session. Please elaborate upon the content of Spectaire's financial model and
explain whether it relied upon financial projections of any kind. To the extent
that PCCT's Board, officers and/or directors reviewed projected financial information
provided