PERCEPTION CAPITAL CORP. II: FD Rules Disclosure, other events, financial statements and supporting documents (form 8-K)

Article 7.01 Regulation FD Disclosure.

Perception Capital Corp. II (the “Company”) intends to disseminate through its website certain information to the market, its investors, its potential targets and others regarding certain matters relating to the Company’s business operations and other information, including potentially important information. Such information and future updates will be placed in the “Investor Relations” section of the Company’s website at www.perceptionii.com. It is possible that certain information that the Company publishes on its website may be considered material information, and the Company encourages investors, the media and others interested in the Company to review the business and financial information that the Company publishes on its website. website, this information may be considered important information.

The information in this Section 7.01 is “provided” by the Company and will not be considered “filed” for the purposes of or otherwise subject to liability under Section 18 of the Securities Exchange Act of 1934, as amended. , and will not be deemed to be incorporated by reference in our documents filed under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that such filing has incorporated by reference all or part of such information by express reference to it.

Article 8.01 Other events.

At November 1, 2021, the Company completed its initial public offering (the “IPO”) of 23,000,000 units (the “units”), including the issuance of 3,000,000 units following the ‘exercise by the underwriter of his over-allotment option. Each unit consists of one Class A ordinary share of the Company, with a par value of
$ 0.0001 per share (one “Common Share”), and a redeemable half-warrant of the Company. Each entire warrant entitles its holder to purchase one common share for $ 11.50 per share, subject to adjustment. The units were sold at a price of $ 10.00 per Share, generating gross proceeds for the Company of
$ 23,000,000.

Substantially in conjunction with the closing of the IPO, the Company completed the private sale of 10,050,000 private placement warrants (the “Private Placement Warrants”) at a purchase price of $ 1.00 by Private Placement Voucher, to the Company’s sponsor, Perception Capital Partners II LLC (the “Sponsor”), generating gross proceeds to the Company from $ 10,050,000. Private placement warrants are identical to warrants sold as part of the IPO units except that, as long as they are held by the Limited Partner or its authorized assignees: (1) they do not will not be redeemable by the company (except in certain redemption scenarios when the price per common share is equal to or greater than $ 10.00
(as adjusted)); (2) they (including the Ordinary Shares that may be issued upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by the Promoter until 30 days after the completion of the initial business combination of the Company; (3) they can be exercised by cashless holders; and (4) they (including Ordinary Shares that may be issued upon exercise of these warrants) are entitled to registration rights.

A total of $ 233,450,000, composed of the proceeds of the IPO and the sale of the private placement warrants, was placed in a wetrust account at JP Morgan Chase Bank, NA, maintained by Continental Stock Transfer & Trust Company, acting as trustee. Except for interest earned on funds held in the trust account which may be released to the Company to pay its taxes, if any, funds held in the trust account will not be released from the trust account until the first of: (1) the completion of the initial business combination of the Company; (2) the repurchase of any public share duly submitted as part of a shareholder vote aimed at amending the amended and updated articles of association and articles of association (A) in order to modify the substance or the timing of the obligation of the Company to authorize the repurchase as part of its business combination or to repurchase 100% of its public shares if the Company does not complete its initial business combination within 12 months (or up to 18 months if the Sponsor exercises its extension options) from the closing of the IPO or (B) with regard to any other provision relating to the rights of shareholders or to the activity prior to the business combination; and (3) the repurchase of the public shares of the Company if the Company has not completed its initial business combination within 12 months (or up to 18 months if the Sponsor exercises its extension options) from closing of the IPO, subject to applicable law.

As part of the initial public offering, the Company has entered into the following agreements, the forms of which were previously filed as an appendix to the Company’s registration statement (file n ° 333-255107):

  • Amended and Restated Memorandum and Articles of Association of the Company.

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       •   An Underwriting Agreement, dated October 27, 2021, between the Company
           and Jefferies LLC.


       •   A Warrant Agreement, dated October 27, 2021, between the Company and
           Continental Stock Transfer & Trust Company, as warrant agent.


       •   A Letter Agreement, dated October 27, 2021, among the Company, the
           Sponsor and the Company's officers and directors.


       •   An Investment Management Trust Agreement, dated October 27, 2021,
           between the Company and Continental Stock Transfer & Trust Company, as
           trustee.


       •   A Registration Rights Agreement, dated October 27, 2021, among the
           Company, the Sponsor and certain other security holders named therein.


       •   A Sponsor Warrants Purchase Agreement, dated October 27, 2021, between
           the Company and the Sponsor.


       •   An Administrative Services Agreement, dated October 27, 2021, between
           the Company and the Sponsor.

At October 27, 2021, the Company issued a press release, a copy of which is attached as Exhibit 99.1 to this current report on Form 8-K, announcing the IPO price.

Article 9.01 Financial statements and supporting documents.

(d) Exhibitions. The following exhibits are filed with this Form 8-K:

Exhibit No.                        Description of Exhibits
    1.1        Underwriting Agreement, dated October 27, 2021, between the
             Company and Jefferies LLC.
    3.1        Amended and Restated Memorandum and Articles of Association of the
             Company.
    4.1        Warrant Agreement, dated October 27, 2021, between the Company and
             Continental Stock Transfer & Trust Company, as warrant agent.
    10.1       Letter Agreement, dated October 27, 2021, among the Company, the
             Sponsor and the Company's officers and directors.
    10.2       Investment Management Trust Agreement, dated October 27  , 2021,
             between the Company and Continental Stock Transfer & Trust Company,
             as trustee.
    10.3       Registration Rights Agreement, dated October 27, 2021, among the
             Company, the Sponsor and certain other security holders named
             therein.
    10.4       Sponsor Warrants Purchase Agreement, dated October 27, 2021,
             between the Company and the Sponsor.
    10.5       Administrative Services Agreement, dated October 27, 2021, between
             the Company and the Sponsor.
    99.1       Press Release, dated October 27, 2021.

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