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                              June 14, 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 2. to
Preliminary Proxy Statement on Schedule 14A
                                                            Filed May 26, 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 and any amendment you may file in
response to these
       comments, we may have additional comments.

       Amendment No. 2 to the Preliminary Proxy Filed May 26, 2023

       Certain Unaudited Projected Financial Information, page 2

   1.                                                   We note your response
to comment 12. To help investors better understand the material
                                                        assumptions used to
determine the projected financial information presented, please
                                                        provide additional
insight as to when you expect to start achieving each of the three
                                                        revenue streams.
       Unaudited Pro Forma Condensed Combined Financial Information, page 72

   2.                                                   We note your response
to comment 2. In a similar manner to your response, please
                                                        expand your disclosures
to explain the terms of the Bridge Loan specifically as it relates to
                                                        mandatory prepayments.
 Scott Honour
FirstName
Perception LastNameScott
           Capital Corp. II Honour
Comapany
June       NamePerception Capital Corp. II
     14, 2023
June 14,
Page  2 2023 Page 2
FirstName LastName
3.       We note in your disclosures on page F-68 that the Arosa loan agreement
also resulted in
         Arosa transferring founder units to Spectaire which were then
distributed to shareholders.
         Please disclose how these units and the distributions were accounted
for and also what
         consideration was given to reflecting this part of the transaction in
the pro forma financial
         information.
Background to the Business Combination, page 184

4.       We note your revisions in response to our prior comment 8. We note
that PCCT
         management took into account the    fundamentals of the industrial
technology sector    and
            execution risks inherent within scaling [Spectaire   s]
technologies.    Please revise to
         briefly summarize the fundamentals and inherent risks that PCCT
management took into
         account, including PCCT   s position on those matters.
5.       We note that the initial LOI submitted by PCCT on November 30, 2022
already contained
         the $125 million pre-money valuation and the 7.5 million earnout
shares and that the
         amount and structure of the earn-out was determined through through
the process of
         negotiation described on page 189. Please disclose the dates that
these discussions and
         negotiations took place, including when Spectaire sought the $300
million valuation and
         when PCCT proposed the earnout provisions.
6.       We note your revisions and response to our prior comment 11. Please
revise your
         disclosure related to the January 10, 2023 Board Meeting to disclose
         the "material findings from prior informational business due diligence
discussions with
         Spectaire management" that were presented to the PCCT Board. We refer
to your
         disclosure that the "Results of Due Diligence Conducted by PCCT" were
a supporting
         factor that the Board considered in its decision to enter the business
combination.
U.S. Federal Income Tax Considerations, page 227

7.       We note your response to comment 14. Please provide disclosure as to
the tax
         consequences of the merger in this section and file a tax opinion as
an exhibit to the
         registration statement as we view the tax consequences to be material
to the transaction
         and your disclosure contains representations as to the tax-free nature
of the transaction. In
         this regard, we note that if the tax consequences are material to the
transaction as a whole,
         which we believe to be the case with respect to the merger, then
disclosure and an
         appropriate tax opinion are required with respect to the transaction
as a whole. If there is
         uncertainty regarding the tax treatment of the merger, counsel may
issue a "should" or
         "more likely than not" opinion to make clear that the opinion is
subject to a degree of
         uncertainty, and explain why it cannot give a firm opinion.
 Scott Honour
FirstName
Perception LastNameScott
           Capital Corp. II Honour
Comapany
June       NamePerception Capital Corp. II
     14, 2023
June 14,
Page  3 2023 Page 3
FirstName LastName
Note 1. Organization and Business Operations, page F-56

8.       We note your response to comment 15. Please help us better understand
how you
         determined that MicroMS should be considered the accounting acquirer
pursuant to ASC
         805. Specifically please address the following:
             You determined that Spectaire was a Newco that lacked substance
from inception in
             September 2022 to December 13, 2022 and had limited
pre-combination activities.
             Please tell us what specific activities this entity was engaged in
during this period,
             including whether the entity was focused on raising capital,
identifying and
             promoting acquisition targets, and negotiating any other types of
transactions.
             You disclose that the board composition and management is mixed
between former
             MicroMS and Spectaire executives. Please tell us the specific
composition of both
             the board and management, including how many members of the board
are
             representatives of MicroMS as well as representatives of
Spectaire.


        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 202-551-5381 or Jane Park at 202-551-7439 with any other
questions.



                                                              Sincerely,

                                                              Division of
Corporation Finance
                                                              Office of
Industrial Applications and
                                                              Services
cc:      Michael Mies, Esq.