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                         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.
 Scott Honour
FirstName
Perception LastNameScott
           Capital Corp. II Honour
Comapany
May        NamePerception Capital Corp. II
     19, 2023
May 19,
Page  2 2023 Page 2
FirstName LastName
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.
 Scott Honour
FirstName
Perception LastNameScott
           Capital Corp. II Honour
Comapany
May        NamePerception Capital Corp. II
     19, 2023
May 19,
Page  3 2023 Page 3
FirstName LastName
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.
 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
FirstName LastNameScott Honour
15.    We note your response to prior comment 27. Please also address your
consideration of
Comapany    NamePerception
       the relative           Capital
                    voting rights      Corp.entity
                                  that each  II held in the combined entity in
determining that
May 19,MicroMS
         2023 Pagewas4 the accounting acquirer.
FirstName LastName
 Scott Honour
FirstName
Perception LastNameScott
           Capital Corp. II Honour
Comapany
May        NamePerception Capital Corp. II
     19, 2023
May 19,
Page  5 2023 Page 5
FirstName LastName
        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.