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                             October 19, 2021

       Rick Gaenzle
       Chief Executive Officer
       Perception Capital Corp. II
       315 Lake Street East, Suite 301
       Wayzata, MN 55391

                                                        Re: Perception Capital
Corp. II
                                                            Amendment No. 3 to
Registration Statement on Form S-1
                                                            Filed September 30,
2021
                                                            File No. 333-255107

       Dear Mr. Gaenzle:

             We have reviewed your amended registration statement 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 this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.

       Amendment No. 3 to Registration Statement on Form S-1

       Exhibit 23.1 Consent of Independent Registered Public Accounting Firm ,
page 1

   1.                                                   The consent indicates
that the disclosures in Notes 7 and 8 to the financial statements are
                                                        as of September 29,
2021 while the report of the independent registered public accounting
                                                        firm indicates the
disclosures in these Notes are as of September 30, 2021. Please revise
                                                        these dates so they are
consistent.
 Rick Gaenzle
FirstName
Perception LastNameRick
           Capital Corp. IIGaenzle
Comapany
October 19,NamePerception
            2021            Capital Corp. II
October
Page 2 19, 2021 Page 2
FirstName LastName
       You may contact Aamira Chaudhry at 202-551-3389 or Linda Cvrkel at
202-551-3813 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Taylor Beech at 202-551-4515 or Dietrich King at 202-551-8071 with any
other
questions.



                                                          Sincerely,

                                                          Division of
Corporation Finance
                                                          Office of Trade &
Services
cc:      Gregg A. Noel, Esq.