Form 3 Perception Capital Corp. For: Oct 27 Filed by: Perception Capital Partners II LLC

October 27, 2021 9:49 PM EDT

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FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person *
Perception Capital Partners II LLC

(Last) (First) (Middle)
C/O PERCEPTION CAPITAL CORP. II
315 LAKE STREET EAST, SUITE 301

(Street)
WAYZATA MN 55391

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
10/27/2021
3. Issuer Name and Ticker or Trading Symbol
Perception Capital Corp. II [ PCCT ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Class B ordinary shares   (1)   (1) Class A ordinary shares 5,660,000 (2) (1) D (3)  
Explanation of Responses:
1. 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.
2. The Class B ordinary shares beneficially owned by the reporting person include up to 750,000 shares that are subject to forfeiture to the extent the underwriters of the initial public offering of the issuer's securities do not exercise in full their over-allotment option as described in the issuer's registration statement.
3. The reporting person is managed by controlled by Perception Capital Partners LLC, which is controlled by Northern Pacific Group, L.P. Scott Honour and Marcy Haymaker may be deemed to beneficially own shares held by Perception Capital Partners II LLC by virtue of their indirect shared control over our sponsor.
/s/ See Signatures Included in Exhibit 99.1 10/27/2021
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
                                                                    Exhibit 99.1

This Statement on Form 3 is filed jointly by Perception Capital Partners LLC,
Northern Pacific Group, L.P., Scott Honour and Marcy Haymaker. The principal
business address of each of these reporting persons is 315 Lake Street East,
Suite 301, Wayzata, MN 55391

Name of Designated Filer: Perception Capital Partners II LLC
Date of Event Requiring Statement: October 27, 2021
Issuer Name and Ticker or Trading Symbol:
Perception Capital Corp. II (Nasdaq: PCCT)


PERCEPTION CAPITAL PARTNERS II LLC

By:    /s/ Scott Honour
       --------------------------------------
Name:  Scott Honour
Title: Authorized Signatory


PERCEPTION CAPITAL PARTNERS LLC

By:    /s/ Scott Honour
       --------------------------------------
Name:  Scott Honour
Title: President


NORTHERN PACIFIC GROUP, L.P.

By:    /s/ Scott Honour
       --------------------------------------
Name:  Scott Honour
Title: Authorized Signatory


       /s/ Scott Honour
       Scott Honour


       /s/ Marcy Haymaker
       Marcy Haymaker
 


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