Karrie Willis - 18 Nov 2022 Form 3 Insider Report for Perception Capital Corp. II

Role: Director
Signature: /s/ Scott Honour, as Attorney-in-fact
Issuer symbol: N/A
Transactions as of: 18 Nov 2022
Net transactions value: $0
Form type: 3
Filing time: 21 Nov 2022, 15:59:58 UTC
Next filing: 31 Jul 2023
SEC: View on sec.gov

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
holding	PCCT	Sponsor Units							18 Nov 2022	Class A Ordinary Shares	30,000		Direct	F1

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Sponsor Units represent membership interests in Perception Capital Partners II LLC, a Delaware limited liability company ("Sponsor"), which are intended to be treated as profits interests for U.S. income tax purposes and derive value based on the appreciation in the value of Class B Ordinary Shares, par value $0.0001, of the Issuer ("Class B Ordinary Shares") that are held by Sponsor. As described in the issuer's registration statement on Form S-1 (File No. 333- 255107) under the heading "Description of Securities--Founder Shares", the Class B ordinary shares, par value $0.0001 per share, will automatically convert into Class A ordinary shares, par value $0.0001 per share, of the issuer at the time of the issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for share splits, share capitalizations, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date.

Content

Sponsor Units represent membership interests in Perception Capital Partners II LLC, a Delaware limited liability company ("Sponsor"), which are intended to be treated as profits interests for U.S. income tax purposes and derive value based on the appreciation in the value of Class B Ordinary Shares, par value $0.0001, of the Issuer ("Class B Ordinary Shares") that are held by Sponsor. As described in the issuer's registration statement on Form S-1 (File No. 333- 255107) under the heading "Description of Securities--Founder Shares", the Class B ordinary shares, par value $0.0001 per share, will automatically convert into Class A ordinary shares, par value $0.0001 per share, of the issuer at the time of the issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for share splits, share capitalizations, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date.

Remarks:

See Exhibit 24 POA.