Marcy Haymaker - Oct 27, 2021 Form 3 Insider Report for Perception Capital Corp. II (PCCT)

Role: Director, 10%+ Owner
Signature: /s/Scott Honour, as Attorney-in-fact
Stock symbol: PCCT
Transactions as of: Oct 27, 2021
Transactions value $: $0
Form type: 3
Date filed: 10/29/2021, 08:13 PM
Next filing: Dec 9, 2022

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
holding	PCCT	Class B ordinary shares							Oct 27, 2021	Class A ordinary shares	5.66M		By Perception Capital Partners II LLC	F1, F2, F3

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	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.
F2	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.
F3	The securities reported herein are held by Perception Capital Partners II LLC (the "Sponsor"). The reporting person indirectly controls the Sponsor, and as such has voting and investment discretion with respect to the securities held by the Sponsor and may be deemed to have beneficial ownership of the securities held directly by the Sponsor. The reporting person disclaims beneficial ownership of these securities except to the extent of her pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.