United States securities and exchange commission logo
September 6, 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. 2 to
Registration Statement on Form F-4
Filed August 24,
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
August 10, 2023 letter.
Amendment No. 2 to the Registration Statement on Form S-4
Summary
Certain Engagements in Connection with the Business Combination and
Related Transactions,
page 11
1. We note your response
to comment 1 and reissue the comment in
part. Please disclose
how this waiver was obtained and why the waiver was agreed to.
Rick Gaenzle
FirstName
Perception LastNameRick
Capital Corp. IIGaenzle
Comapany 6,
September NamePerception
2023 Capital Corp. II
September
Page 2 6, 2023 Page 2
FirstName LastName
Risk Factors
Moelis and Nomura, two of the IPO Underwriters, have gratuitously waived their
right to
deferred payment for services rendered in connection, page 65
2. We note your response to comment 4 and reissue the comment in part.
Clarify the impact
of such a fee waiver on the evaluation of the business combination.
Proposal No. 3 - The Organizational Documents Proposal, page 107
3. We note your response to comment 8 and your revised disclosure
throughout the
prospectus, including here, where you state that "[t]he Proposed
Organizational
documents authorize 620,000,000 shares, consisting of 600,000,000
shares of NewCo
Common Stock and 20,000,000 shares of NewCo Preferred Stock." We note,
however,
that on page F-1 of Annex F, which is the Form of Certificate of
Incorporation of
Spectaire Holdings Inc. to become effective upon the completion of the
Domestication,
the number of shares to be authorized remains blank. Please revise the
Form of Certificate
of Incorporation of Spectaire Holdings Inc. to also disclose the
number of shares of
NewCo Common Stock and NewCo Preferred Stock that will be authorized.
U.S. Federal Income Tax Considerations to Holders of PCCT Class A Ordinary
Shares and
Public Warrants, page 232
4. We note your response to comment 6 and reissue in part. Please also
add risk factor and/or
other appropriate disclosure setting forth the risks of uncertain tax
treatment to investors,
including with respect to U.S. holders of PCCT Class A Ordinary Shares
exercising their
redemption rights and with respect to whether the Merger qualifies as
a "reorganization"
within the meaning of Section 368(a) of the Code, both of which appear
to be subject to
uncertainty.
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
Office of
Industrial Applications and
Services
cc: Michael Mies, Esq.