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United States securities and exchange commission logo
May 19, 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
Amendment No 1. to Preliminary Proxy Statement on Schedule 14A
Filed May 9, 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.

 FirstName LastNameScott Honour
 Comapany NamePerception Capital Corp. II
 May 19, 2023 Page 2
 FirstName LastName
Scott Honour
Perception Capital Corp. II
May 19, 2023
Page 2
Amendment No. 1 to Preliminary Proxy on Schedule 14A filed May 9, 2023
Q. Do any of PCCT's directors or officers or the sponsor of its affiliates have interests in the
business combination that may differ . . . , page xxii
1.We note your revisions in response to our prior comment 1 and reissue in part. It appears
that the underwriting fees remain constant and are not adjusted based on redemptions.
Please revise your disclosure to disclose the effective underwriting fee on a percentage
basis for shares at each redemption level presented in your sensitivity analysis related to
dilution.
Pro Forma Note P, page 80
2.If a $6.4 million prepayment of the Bridge Loan is "mandatory", then please expand your
disclosure to state whether you would be in default of the loan given your assumed failure
to make the prepayment under the maximum redemption scenario. If you would be in
default, then disclose the adverse consequences of the default, both here and on page 19.
Also, if this would cause the interest rate on the debt to increase by 5% (page 74), then it
appears that the pro forma note FF on page 81 should be revised to reflect the higher
interest rate.
Pro Forma Note EE, page 82
3.Please clarify for us why you are accounting for the waiver of deferred underwriting fees
as income instead of as an adjustment to equity.
Executive and Director Compensation, page 96
4.We note your response to our prior comment 14. With respect to smaller reporting
companies and emerging growth companies, Item 402(n) requires compensation of the
named executive officers for each of the last two completed fiscal years. Please revise to
provide the executive compensation disclosure for the fiscal year ended December 31,
2021.
Security Ownership of Certain Beneficial Owners and Management of PCCT and NewCo, page
137
5.We note your revisions in response to our prior comment 10 and reissue. Please revise
your beneficial ownership table to disclose the Sponsor and its affiliates’ total potential
ownership interest in the combined company, assuming the exercise and conversion of all
securities, including the Private Placement Warrants, the Extension Warrants or the
redeemable warrants issuable upon conversion of the Working Capital Note. Please refer
to Item 6 of Schedule 14A and Item 403 of Regulation S-K.

 FirstName LastNameScott Honour
 Comapany NamePerception Capital Corp. II
 May 19, 2023 Page 3
 FirstName LastName
Scott Honour
Perception Capital Corp. II
May 19, 2023
Page 3
Spectaire's Business Model, page 150
6.We note your response to comment 13.  Please also expand your disclosures to help
investors understand the inherent limitations of the projected amounts.
The Business Combination
Background to the Business Combination, page 177
7.We note your revisions in response to our prior comment 16. We note that after previously
declining to participate in a capital raise with Spectaire in early August due to its "lack of
commercially available product and customers," Mr. Honour expressed that those
concerns were satisfied, and PCCT and Spectaire began discussions regarding a potential
business combination on November 17, 2022. Please provide additional detail about how
the circumstances related to commercially available product and customers changed
between early August and November 2022.
8.We note your revisions in response to our prior comment 17 and reissue in part. It is still
not clear how you arrived at the $125 million valuation you proposed on November 30,
2022. Please disclose the methodology by which you arrived at the $125 million
valuation. We note the valuation you proposed on November 30, 2022 was based in part
on "[your] understanding of Spectaire's business model and unit economics . . .which was
itself based on Spectaire’s view of the overall scale of the opportunity, addressable market
and ability of Spectaire to utilize its proprietary technology to capture meaningful market
share." Please disclose how Spectaire's view of its scale of opportunity, addressable
market, and ability to capture market share shaped your understanding of Spectaire's
business model and factored into your proposed valuation. Please also disclose any
discussions you had or materials you received from Spectaire regarding these topics,
including how these discussions or materials influenced your valuation assessment and
any assumptions.
9.We note your revisions in response to our prior comment 18 and reissue in part. Please
expand your background discussion to provide more detailed disclosure regarding key
negotiation considerations and how they changed over time. We note, for example, that
the amount and structure of the earn-out were determined through a process of negotiation
over the pre-money equity valuation.  We also note that multiple drafts of the LOI were
exchanged between November 30, 2022 and December 1, 2022, and that several terms of
the Merger Agreement were negotiated between the December 6, December 22 and final
January 16 drafts. Please expand your disclosure to discuss how these terms evolved
throughout the negotiations, 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.
10.We note your revisions in response to our prior comment 19. Please specify which
members of PCCT had previously worked with Meteora.

 FirstName LastNameScott Honour
 Comapany NamePerception Capital Corp. II
 May 19, 2023 Page 4
 FirstName LastName
Scott Honour
Perception Capital Corp. II
May 19, 2023
Page 4
11.We note your revisions in response to our prior comment 20 and reissue in part. Please
revise your disclosure to elaborate how these topics and the related discussions influenced
the terms of the transaction, including the relevant positions of each party and whether the
Board considered these topics when approving the business combination.
Certain Unaudited Projected Financial Information, page 191
12.Given the limited historical operations of Spectaire including no revenues have been
recorded, please provide comprehensive disclosures regarding the material assumptions
used to determine the projected financial information presented.  Your disclosures
should enable investors to evaluate the projected financial information and its
reasonableness.  In this regard, we also note the following:
•In regards to the significant projected revenue compound annual growth rates, we
note your disclosures on page 150 regarding revenue streams.  Please consider
whether disclosures regarding each of these streams would help investors better
evaluate the reasonableness of your projected financial information; and
•In regards to the projected gross margin percentages, please address in your
disclosures how these projected amounts align with your disclosures on page 153
which indicate that your revenues will initially be weighted towards unit sales which
will have approximately 30% margin.

13.Please disclose how management and the Board considered and relied upon this projected
financial information particularly in light of the limited operations of Spectaire.
U.S. Federal Income Tax Considerations, page 218
14.We note your response to prior comment 24 that you do not plan on filing
a tax opinion supporting a conclusion that the Business Combination should be tax-free to
U.S. holders; however, you still represent that the Company "intends" for the Business
Combination to be considered a tax-free "reorganization" under the provisions of Section
368(a) of the Code. Whenever there is significant doubt about the tax consequences of the
transaction, it is permissible for the tax opinion to use “should” rather than “will,” but
counsel providing the opinion must explain why it cannot give a “will” opinion and
describe the degree of uncertainty in the opinion. Please refer to Section III.C.4 of Staff
Legal Bulletin 19.
Note 1. Organization and Business Operations, page F-32, page F-32
15.We note your response to prior comment 27.  Please also address your consideration of
the relative voting rights that each entity held in the combined entity in determining that
MicroMS was the accounting acquirer.

 FirstName LastNameScott Honour
 Comapany NamePerception Capital Corp. II
 May 19, 2023 Page 5
 FirstName LastName
Scott Honour
Perception Capital Corp. II
May 19, 2023
Page 5
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Nudrat Salik at 202-551-3692 or Al Pavot at 202-551-3738 if you have
questions regarding comments on the financial statements and related matters.  Please contact
Jordan Nimitz at 202-551-5831 or Celeste Murphy at 202-551-3257 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Michael Mies, Esq.