0000899243-22-036529.txt : 20221121 0000899243-22-036529.hdr.sgml : 20221121 20221121165958 ACCESSION NUMBER: 0000899243-22-036529 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20221118 FILED AS OF DATE: 20221121 DATE AS OF CHANGE: 20221121 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Willis Karrie CENTRAL INDEX KEY: 0001954066 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40976 FILM NUMBER: 221406528 MAIL ADDRESS: STREET 1: C/O PERCEPTION CAPITAL CORP. II STREET 2: PO BOX 309, UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Perception Capital Corp. II CENTRAL INDEX KEY: 0001844149 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 981578608 FISCAL YEAR END: 1231 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 2022-11-18 0 0001844149 Perception Capital Corp. II PCCT 0001954066 Willis Karrie C/O PERCEPTION CAPITAL CORP. II 315 LAKE STREET EAST, SUITE 301 WAYZATA MN 55391 1 0 0 0 Sponsor Units Class A Ordinary Shares 30000 D 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. See Exhibit 24 POA. /s/ Scott Honour, as Attorney-in-fact 2022-11-21 EX-24 2 attachment1.htm EX-24 DOCUMENT

                                                                      Exhibit 24
                           POWER OF ATTORNEY
                         For Executing Forms 3, 4 and 5

     KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints each of Rick Gaenzle, Scott Honour and Corey Campbell, or any of them,
each acting alone, his or her true and lawful attorney-in-fact to:

     (1) execute for and on behalf of the undersigned a Form 3, Form 4 or Form
5, or any amendment thereto, relating to the securities of Perception Capital
Corp. II, in accordance with Section 16(a) of the Securities Exchange Act of
1934 and the rules thereunder;

     (2) do and perform any and all acts for and on behalf of the undersigned
which may be necessary or desirable to complete and execute such Form 3, Form 4
or Form 5, or any amendment thereto, and the timely filing of such form with the
United States Securities and Exchange Commission and any other authority; and

     (3) take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.

     The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary and proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as such undersigned might
or could do if personally present, hereby ratifying and confirming all that such
attorney-in-fact shall lawfully do or cause to be done by virtue of this Power
of Attorney and the rights and powers herein granted. The undersigned
acknowledges that each of the foregoing attorneys-in-fact, in serving in such
capacity at the request of the undersigned, I not assuming any of the
undersigned's responsibilities to comply with Section 16 of the Securities
Exchange Act of 1934. This Power of Attorney shall remain in full force and
effect until the undersigned is no longer required to file Forms 3, 4 and 5 with
respect to the undersigned's holdings of and transactions in securities issued
by Perception Capital Corp. II unless earlier revoked by the undersigned in a
signed writing delivered to the foregoing attorneys-in-fact.

     IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 18th day of November 2022.

                                     By:   /s/ Karrie Willis
                                          --------------------
                                     Name:  Karrie Willis