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CORRESP
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CORRESP

 PERCEPTION CAPITAL CORP. II

315 Lake Street East, Suite 301

Wayzata, MN 55391

 May 9, 2023

VIA EDGAR

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 Office of
Industrial Applications and Services

 100 F Street, NE

Washington, D.C. 20549

Attn:
 Nudrat Salik

 Al Pavot

 Jordan Nimitz

 Celeste Murphy

Re:
 Perception Capital Corp. II (the “Company”)

Preliminary Proxy Statement on Schedule 14A

Filed March 29, 2023

File No. 001-40976

Ladies and Gentleman:

 I am writing to submit
the Company’s responses to the comments of the staff of the Division of Corporation Finance of the United States Securities and Exchange Commission (the “Staff”) contained in the Staff’s letter dated April 25, 2023 (the
“Comment Letter”), with respect to the above-referenced Preliminary Proxy Statement on Schedule 14A, filed on March 29, 2023 (the “Preliminary Proxy Statement”).

Concurrently with the submission of this letter, the Company has filed via EDGAR Amendment No. 1 to the Preliminary Proxy Statement
(“Amendment No. 1”), which reflects the Company’s responses to the comments received by the Staff and certain updated information. Below are the Company’s responses to the Comment Letter. For the Staff’s convenience,
the headings and numbered comments in this letter correspond to those contained in the Comment Letter. Capitalized terms used but not defined herein have the meanings set forth in Amendment No. 1.

Preliminary Proxy Statement on Schedule 14A 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.

 Perception Capital Corp. II

May 9, 2023

  Page
 2

 Response: The Company acknowledges the Staff’s comment and has revised the
disclosure on pages xiv, xv, 7 and 8 of Amendment No. 1.

 Q. Do any of PCCT’s Directors or officer or the sponsor of its 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.

Response: The Company acknowledges the Staff’s comment and has revised the disclosure on pages xxv, 13, 59, and 197 of
Amendment No. 1.

 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.

 Response: The Company acknowledges the Staff’s comment and has added the requested disclosure
in the Description of the Business Combination on page 74 of Amendment No. 1.

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 Meteora 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.

 Response: The Company acknowledges the Staff’s comment and has expanded disclosure
under the Forward Purchase Agreement in the Description of the Business Combination and Adjustment M on pages 73, 79 and 80 of Amendment No. 1.

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.

 Perception Capital Corp. II

May 9, 2023

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 Response: The Company acknowledges the Staff’s comment and advises the Staff that
upon the Closing, each outstanding Spectaire Option, Spectaire RSU, and Spectaire Restricted Share will be converted into NewCo Options, Newco RSUs, and NewCo Restricted Shares based on the Exchange ratio. The NewCo Options, Newco RSUs, and NewCo
Restricted Shares will keep substantially the same terms and conditions post-Closing compared to pre-Closing. Any unrecognized compensation expense will be subject to the same vesting schedule as pre-closing. Management believes that the change in fair value of these securities is not material and thus there is no adjustment in the unaudited pro forma condensed combined financial information.

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.

 Response: The Company acknowledges the Staff’s comment and
has expanded disclosure under the Earnout Shares in the Description of the Business Combination and Adjustment N on pages 73 and 80 of Amendment No. 1.

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.

Response: The Company acknowledges the Staff’s comment and has expanded disclosure in note (1) on page 85 of Amendment
No. 1.

8.
 Please expand Note (L) on page 74 to clarify why your current assets are 95% higher in the maximum
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 differ 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.

Response: The Company acknowledges the Staff’s comment and advises the Staff that the reason that current assets are higher in the
maximum redemption scenario relative to the minimum redemption scenario is primarily caused by Adjustment P and Adjustment Q. The Company has added the following additional disclosures to clarify the impact to current assets on page 80 of Amendment
No. 1:

•

 Adjustment P: Under the minimum redemption scenario, management assumed that $6.4 million of cash will be
used to repay the Bridge Loan. Under the maximum redemption scenario, as a result of the maximum number of shares redeemed and the associated redemption payment of $21.4 million, there is insufficient cash to repay the Bridge Loan. This causes
the current assets under the maximum redemption scenario to be $6.4 million higher than under the minimum redemption scenario.

 Perception Capital Corp. II

May 9, 2023

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•

 Adjustment Q: Under the maximum redemption scenario, as a result of the maximum number of shares redeemed and the
associated redemption payment of $21.4 million, there is insufficient cash to pay the Company’s payables and estimated transactional related fees and expenses. Accordingly, this entry reflects the reversal of the payments of payable and
transactional related fees and expenses due to the cash shortfall at the closing of the Business Combination. This causes the current assets under the maximum redemption scenario to be $13.9 million higher than under the minimum redemption
scenario.

 In addition, we have added disclosure Adjustment M to quantify the impact of the specific assumption impacting
the Escrow cash adjustment as referred in our response to the fourth comment above.

 In response to the requested disclosures on
restrictions on the company’s ability to use the Escrow cash funds, we have added additional disclosures on pages 73 and 75 of Amendment No. 1.

In response to the requested disclosures on strategy to sustain operations with zero unrestricted cash available, the unaudited pro forma
condensed combined financial information has added the consideration received for the Bridge Loan Agreement entered into with Arosa. Accordingly, under the maximum redemption scenario on page 77 of Amendment No. 1, NewCo would have
$2.4 million cash for post-closing working capital purposes.

 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.

 Response: The Company acknowledges the Staff’s comment
and has expanded disclosure on page 96 of Amendment No. 1.

 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.

Response: The Company acknowledges the Staff’s comment and has revised disclosure on pages 139 and 140 of Amendment No. 1.

 Information About NewCo Following the Business Combination, page 134

11.
 Please revise to provide a supporting basis for the following statements:

a.
 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 AireCoreTM, there was no practical way to directly measure real-time
transportation emissions”;

b.
 on page 135, “We believe that AireCoreTM 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”;

 Perception Capital Corp. II

May 9, 2023

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c.
 throughout your prospectus, that AireCore has “industry leading” accuracy;

d.
 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.”

 Response: The Company acknowledges the Staff’s comment and has expanded
disclosure on pages 141, 143, 150 and 188 of Amendment No. 1.

 Spectaire’s AireCore Solution, page 135

12.
 We note your disclosure that AireCoreTM 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.

 Response: The Company acknowledges the Staff’s comment and has
expanded disclosure on pages 143 and 144 of Amendment No. 1

 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.

 Response: The Company acknowledges the Staff’s comment and has expanded disclosure on
pages 150 and 158 of Amendment No. 1.

 Executive and Director Compensation, page 166

14.
 Please revise to also provide executive compensation disclosure for the fiscal year ended December 31,
2020.

 Response: The Company acknowledges the Staff’s comment and advises the Staff that Spectaire was
not a reporting company pursuant to Section 13(a) or 15(d) of the Exchange Act prior to the fiscal year ended December 31, 2022. Accordingly, pursuant to Instruction 1 to Item 402(n) of Regulation
S-K, executive compensation disclosure is only required to be provided for the fiscal year ended December 31, 2022.

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.

Response: The Company acknowledges the Staff’s comment and has expande