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

Role
Director
Signature
/s/ Scott Honour, as Attorney-in-fact
Stock symbol
PCCT
Transactions as of
Nov 18, 2022
Transactions value $
$0
Form type
3
Date filed
11/21/2022, 03:59 PM
Next filing
Jul 31, 2023

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 Nov 18, 2022 Class A Ordinary Shares 30K 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.

Remarks:

See Exhibit 24 POA.