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                              September 21, 2023

       Rick Gaenzle
       Chief Executive Officer
       Perception Capital Corp. II
       3109 W 50th St., #207
       Minneapolis, MN 55410

                                                        Re: Perception Capital
Corp. II
                                                            Amendment No. 3 to
Registration Statement on Form S-4
                                                            Filed September 15,
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
September 6, 2023 letter.

       Amendment No. 2 to Registration Statement on Form S-4

       Cover Page

   1.                                                   We note from the cover
page that you have increased the registered shares of common
                                                        stock from 2,080,915 to
7,868,016 and that the additional 5,787,101 shares are attributable
                                                        to shares of NewCo
Common Stock issuable to Spectaire Stockholders, excluding shares
                                                        of NewCo Common Stock
that may be issued to the Requisite Spectaire Stockholders.
                                                        Please clearly explain
the reasons for the increase in registered shares. Please also revise
                                                        your disclosure
throughout the prospectus including, for example, in the Background to
                                                        the Business
Combination section, share ownership tables and Risk Factors section, to
                                                        discuss any
negotiations that occurred regarding these shares, any impact these shares
                                                        have on dilution to
non-redeeming shareholders and any risks to non-redeeming
 Rick Gaenzle
Perception Capital Corp. II
September 21, 2023
Page 2
       shareholders as a result of these shares.
Summary
Certain Engagements in Connection with the Business Combination and Related
Transactions,
page 11

2.     We note your response to prior comment 1 and reissue the comment. Please
revise to
       disclose how the waiver was obtained, including how and when you were
notified of this
       waiver by each of Moelis and Nomura. Please also tell us why you agreed
to the Moelis
       and Nomura waiver.
        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,

FirstName LastNameRick Gaenzle                            Division of
Corporation Finance
                                                          Office of Industrial
Applications and
Comapany NamePerception Capital Corp. II
                                                          Services
September 21, 2023 Page 2
cc:       Michael Mies, Esq.
FirstName LastName