United States securities and exchange commission logo
August 10, 2023
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. 1 to
Registration Statement on Form F-4
Filed July 26, 2023
File No. 333-272880
Dear Rick 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.
Unless we note
otherwise, our references to prior comments are to comments in our July
18, 2023 letter.
Amendment No. 1 to Registration Statement on Form S-4
Summary
Certain Engagements in Connection with the Business Combination and
Related Transactions,
page 11
1. We understand that
Nomura and Moelis, underwriters in your SPAC IPO, intend to waive
the deferred
underwriting commissions that would otherwise be due to them upon the
closing of the business
combination. Please disclose how this waiver was obtained, why
the waiver was agreed
to, and clarify the SPAC s current relationship with each firm.
2. Please describe what
relationship existed between Nomura and PCCT as well as between
Moelis and PCCT after
the close of the IPO, including any financial or merger-related
Rick Gaenzle
FirstName
Perception LastNameRick
Capital Corp. IIGaenzle
Comapany
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advisory services conducted by either Nomura or Moelis. For example,
clarify whether
Nomura or Moelis had any role in the identification or evaluation of
business combination
targets.
3. Tell us whether Nomura or Moelis was involved in the preparation of
any disclosure that
is included in the Form S-4 registration statement, including any
analysis underlying
disclosure in the registration statement. If so, clarify their
involvement, whether they have
retracted any work product associated with the transaction, and the
risk of such
withdrawal and reliance on their expertise. Further, please clarify
that Nomura and Moelis
claim no role in the SPAC s business combination transaction and
have affirmatively
disclaimed any responsibility for any of the disclosure in this
registration statement.
4. Please tell us whether you are aware of any disagreements with Nomura
or Moelis
regarding the disclosure in your registration statement. Further,
please add risk factor
disclosure that clarifies that Nomura and Moelis were to be
compensated, in part, on a
deferred basis for their underwriting services in connection with the
SPAC IPO and such
services have already been rendered, yet Nomura and Moelis are waiving
such fees and
disclaiming responsibility for the Form S-4 registration statement.
Clarify the unusual
nature of such a fee waiver and the impact of it on the evaluation of
the business
combination.
5. Disclose whether Nomura or Moelis provided you with any reasons for
the fee waiver. If
there was no dialogue and you did not seek out the reasons why Nomura
and Moelis were
waiving deferred fees, despite already completing their services,
please indicate so in your
registration statement. Further, revise the risk factor disclosure to
explicitly clarify that
Nomura and Moelis have performed all their obligations to obtain the
fee and therefore
are gratuitously waiving the right to be compensated.
U.S. Federal Income Tax Considerations, page 229
6. We note you have included a "short-form" tax opinion as Exhibit 8.1 to
the Registration
Statement. As stated in Section III.B.2 of Staff Legal Bulletin No. 19
(CF), if a registrant
elects to use a short-form opinion, the Exhibit 8 short-form opinion
and the tax disclosure
in the prospectus both must state clearly that the disclosure in the
tax consequences
section of the prospectus is the opinion of the named counsel or
accountant, and that
disclosure must clearly identify and articulate the opinion being
rendered. Please revise
the U.S. Federal Income Tax Considerations section of the Prospectus
to clearly state that
the disclosure in the tax consequences section is the opinion of named
counsel.
Additionally, please ensure that the Prospectus disclosure clearly
identifies and articulates
the opinion being rendered with respect to each material tax
consequence being opined
upon. For example, we note that the discussion of whether the
Domestication qualifies as
an "F reorganization" within the meaning of Section 367 of the Code
states that it is
"intended to qualify" as such without expressing an opinion. Likewise,
the discussion of
the redemption of PCCT Class A Ordinary Shares for cash states that
the tax treatment
"will depend on whether the redemption qualifies as a sale of such
shares redeemed under
Rick Gaenzle
FirstName
Perception LastNameRick
Capital Corp. IIGaenzle
Comapany
August 10, NamePerception
2023 Capital Corp. II
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Section 302 of the Code or is treated as a distribution under Section
301 of the Code"
without expressing an opinion on the applicable tax treatment.
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.
If the opinion provided is subject to uncertainty, please also add
risk factor and/or other
appropriate disclosure setting forth the risks of uncertain tax
treatment to investors.
General
7. With a view toward disclosure, please tell us whether your sponsor is,
is controlled by, has
any members who are, or has substantial ties with, a non-U.S. person.
Please also tell us
whether anyone or any entity associated with or otherwise involved in
the transaction, is,
is controlled by, or has substantial ties with a non-U.S. person. If
so, please revise your
filing to include risk factor disclosure that addresses how this fact
could impact your
ability to complete your initial business combination. For instance,
discuss the risk to
investors that you may not be able to complete an initial business
combination with a
target company should the transaction be subject to review by a U.S.
government entity,
such as the Committee on Foreign Investment in the United States
(CFIUS), or ultimately
prohibited. Further, disclose that the time necessary for government
review of the
transaction or a decision to prohibit the transaction could prevent
you from completing an
initial business combination and require you to liquidate. Disclose
the consequences of
liquidation to investors, such as the losses of the investment
opportunity in a target
company, any price appreciation in the combined company, and the
warrants, which
would expire worthless.
8. Please amend your disclosure throughout your prospectus to provide
estimates as of a
recent practicable date for the following: (1) the aggregate market
value of the Founder
Shares; (2) the aggregate market value of the Private Placement
Warrants; (3) closing
prices of the PCCT Units, Public Shares and Public Warrants; (4) the
value of the
11,500,000 Public Warrants retained by redeeming Public Shareholders;
(5) the dollar
value of the aggregate transaction costs; and (6) the amount in the
Trust Account. Please
also amend to disclose the number of shares of NewCo Common Stock and
NewCo
Preferred Stock that you are seeking authorization to issue. See
generally Rule 430 of the
Securities Act of 1933.
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
Jessica Ansart at 202-551-4511 or Jane Park at 202-551-7439 with any other
questions.
Sincerely,
Division of
Corporation Finance
Rick Gaenzle
Perception Capital Corp. II
August 10, 2023
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FirstName LastNameRick Gaenzle
Office of Industrial Applications
and
Comapany NamePerception Capital Corp. II
Services
August 10, 2023 Page 4
cc: Michael Mies, Esq.
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