Section 1.01 Entering into a Material Definitive Agreement.

On October 31, 2022, Perception Capital Corp. II (the “Company”) has issued a convertible promissory note in an aggregate principal amount of up to $720,000
(the “extension loan”) to its sponsor, Perception Capital Partners II LLCa
Delaware limited liability company (the “Sponsor”). The extension loan was issued in connection with certain payments to be made by the promoter into the company’s trust account pursuant to the company’s amended and restated certificate of incorporation, to provide the company with an extension of the date on which it must consummate an initial business combination of November 1, 2022at May 1, 2023 (the Extension”). Pursuant to the Extension Loan, the Promoter has agreed to contribute to the Company’s trust account in the form of a loan (each loan hereinafter referred to as a “Contribution”) $0.04 for each Class A common share outstanding, par value $0.0001 per share (the “Class A Common Shares”), for each month (or prorated portion thereof if less than one month) up to the earliest of the following dates: (i) the date of extraordinary general meeting held within the framework of the shareholders’ vote to approve a first business combination and (ii) the promoter having made cumulative contributions of $720,000.

The Extension Loans may be settled, at the option of the Promoter, in whole warrants to purchase Class A common shares of the Corporation at a conversion price equal to $1.00 per warrant (the “Extension Loan Warrants”). The Extension Loan Warrants will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), and will be issued on the basis of the exemption from the registration requirements thereof. ci provided for by section 4(a)(2) of the Securities Act. The Debt Warrants will become exercisable 30 days after the completion of our initial business combination. Each Extension Warrant will entitle its holder to purchase one Class A common share of the Company at an exercise price of $11.50 per share, subject to certain adjustments. The Extension Loan Warrants are identical to the warrants included in the Units sold in the Company’s IPO, except that, so long as they are held by the Sponsor or its permitted transferees : (1) they will not be reimbursable by the company; (2) they (including the Class A Common Shares issuable upon the exercise of the Extension Loan Warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by the Sponsor before 30 days after the completion of the company’s initial business combination; (3) they are exercisable by holders without cash; and (4) they (including the Class A Common Shares issuable upon the exercise of the Extension Loan Warrants) are entitled to registration rights. In addition, the Extension Loan Warrants expire at 5:00 p.m., New York City five years after the completion of the company’s initial business combination, or earlier upon takeover or liquidation.

The Contribution(s) and Extension Loan(s) will bear no interest and will be repayable by the Company to the Promoter on the earliest of the following dates between (i) the date on which the Company must complete a first business combination and (ii) the consumption of a first business combination. The Company’s Board of Directors shall have the discretion to continue to extend additional months until $720,000 in aggregate has been loaned, and if the Board of Directors of the Company decides not to continue to extend for additional months, the Sponsor’s obligation to make additional contributions will terminate. Should this occur, the Company would wind up the affairs of the Company and repurchase 100% of the outstanding Class A Common Shares in accordance with the procedures set forth in the Company’s Amended and Restated Memorandum and Articles of Association.

The maturity date of Extension Loans may be accelerated in the event of an “Event of Default” (as defined therein). Any outstanding principal under the Extension Loans may be prepaid at any time by the Company, at its option and without penalty, provided, however, that the Promoter has the right to first convert such principal balance as described in Section 6 of the Extension Loan upon notification of such prepayment.

The foregoing description of the Extension Loan does not purport to be complete and is qualified in its entirety by the terms and conditions of the Extension Loan, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Item 2.03Creation of a Direct Financial Obligation or Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

Information disclosed under Section 1.01 of this Current Report on Form 8-K is incorporated by reference into this Section 2.03 to the extent required herein.

Item 3.02 Unrecorded Sales of Equity securities.

Information disclosed under Section 1.01 of this Current Report on Form 8-K is incorporated by reference into this Section 3.02 to the extent required herein.

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Item 9.01 Financial statements and supporting documents.

(d) Exhibits.

Exhibit
  No.                                   Description

10.1        Convertible Promissory Note, dated as of October 31, 2022, by and
          between Perception Capital Corp. II and Perception Capital Partners II
          LLC
104       Cover Page Interactive Data File (embedded within the Inline XBRL
          document)





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