0000899243-21-041794.txt : 20211027 0000899243-21-041794.hdr.sgml : 20211027 20211027214850 ACCESSION NUMBER: 0000899243-21-041794 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20211027 FILED AS OF DATE: 20211027 DATE AS OF CHANGE: 20211027 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Perception Capital Partners II LLC CENTRAL INDEX KEY: 0001843892 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40976 FILM NUMBER: 211354826 BUSINESS ADDRESS: STREET 1: 251 LITTLE FALLS DRIVE CITY: WILMINGTON STATE: DE ZIP: 19808 BUSINESS PHONE: (952) 456-5300 MAIL ADDRESS: STREET 1: 251 LITTLE FALLS DRIVE CITY: WILMINGTON STATE: DE ZIP: 19808 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Perception Capital Corp. II CENTRAL INDEX KEY: 0001844149 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 981578608 BUSINESS ADDRESS: STREET 1: MAPLES CORPORATE SERVICES STREET 2: PO BOX 309, UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 BUSINESS PHONE: (952) 456-5300 MAIL ADDRESS: STREET 1: MAPLES CORPORATE SERVICES STREET 2: PO BOX 309, UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2021-10-27 0 0001844149 Perception Capital Corp. II PCCT 0001843892 Perception Capital Partners II LLC C/O PERCEPTION CAPITAL CORP. II 315 LAKE STREET EAST, SUITE 301 WAYZATA MN 55391 0 0 1 0 Class B ordinary shares Class A ordinary shares 5660000 D 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. The Class B ordinary shares beneficially owned by the reporting person include up to 750,000 shares that are subject to forfeiture to the extent the underwriters of the initial public offering of the issuer's securities do not exercise in full their over-allotment option as described in the issuer's registration statement. The reporting person is managed by controlled by Perception Capital Partners LLC, which is controlled by Northern Pacific Group, L.P. Scott Honour and Marcy Haymaker may be deemed to beneficially own shares held by Perception Capital Partners II LLC by virtue of their indirect shared control over our sponsor. /s/ See Signatures Included in Exhibit 99.1 2021-10-27 EX-99.1 2 attachment1.htm EX-99.1 DOCUMENT

                                                                    Exhibit 99.1

This Statement on Form 3 is filed jointly by Perception Capital Partners LLC,
Northern Pacific Group, L.P., Scott Honour and Marcy Haymaker. The principal
business address of each of these reporting persons is 315 Lake Street East,
Suite 301, Wayzata, MN 55391

Name of Designated Filer: Perception Capital Partners II LLC
Date of Event Requiring Statement: October 27, 2021
Issuer Name and Ticker or Trading Symbol:
Perception Capital Corp. II (Nasdaq: PCCT)


PERCEPTION CAPITAL PARTNERS II LLC

By:    /s/ Scott Honour
       --------------------------------------
Name:  Scott Honour
Title: Authorized Signatory


PERCEPTION CAPITAL PARTNERS LLC

By:    /s/ Scott Honour
       --------------------------------------
Name:  Scott Honour
Title: President


NORTHERN PACIFIC GROUP, L.P.

By:    /s/ Scott Honour
       --------------------------------------
Name:  Scott Honour
Title: Authorized Signatory


       /s/ Scott Honour
       Scott Honour


       /s/ Marcy Haymaker
       Marcy Haymaker