Item 1.01Entry into a Material Definitive Agreement.

On October 31, 2022, Perception Capital Corp. II (the "company") issued a convertible promissory note in the aggregate principal amount of up to $720,000 (the "extension loan") to its sponsor, Perception Capital Partners II LLC, a Delaware limited liability company (the "sponsor"). The extension loan was issued in connection with certain payments to be made by the sponsor into the trust account of the company pursuant to the company's amended and restated certificate of incorporation, to provide the company with an extension of the date by which it must consummate an initial business combination from November 1, 2022, to May 1, 2023 (the "extension"). Pursuant to the extension loan, the sponsor agreed to contribute to the trust account of the company as a loan (each loan being referred to herein as a "contribution") $0.04 for each outstanding Class A ordinary share, par value $0.0001 per share (the "Class A ordinary shares"), for each month (or a pro rata portion thereof if less than a month) until the earlier of (i) the date of the extraordinary general meeting held in connection with the shareholder vote to approve an initial business combination and (ii) the sponsor having made aggregate contributions of $720,000.

The extension loans may be settled, at the option of the sponsor, in whole warrants to purchase Class A ordinary shares of the company 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 in reliance on the exemption from registration requirements thereof provided by Section 4(a)(2) of the Securities Act. The extension loan warrants will become exercisable 30 days after the completion of our initial business combination. Each extension loan warrant will entitle the holder thereof to purchase one Class A ordinary 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 initial public offering, except that, so long as they are held by the sponsor or its permitted transferees: (1) they will not be redeemable by the company; (2) they (including the Class A ordinary shares issuable upon exercise of the extension loan warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by the sponsor until 30 days after the completion of the company's initial business combination; (3) they may be exercised by the holders on a cashless basis; and (4) they (including the Class A ordinary shares issuable upon 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 time, five years after the completion of the company's initial business combination, or earlier upon redemption or liquidation.

The contribution(s) and the extension loans will not bear any interest, and will be repayable by the company to the sponsor upon the earlier of (i) the date by which the company must complete an initial business combination and (ii) the consummation of an initial business combination. The company's board of directors will have the sole discretion whether to continue extending for additional months until $720,000 in the aggregate has been loaned, and if the company's board of directors determines not to continue extending for additional months, the sponsor's obligation to make additional contributions will terminate. If this occurs, the company would wind up the company's affairs and redeem 100% of the outstanding Class A ordinary shares in accordance with the procedures set forth in the company's amended and restated memorandum and articles of association.

The maturity date of the extension loans may be accelerated upon the occurrence 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 election and without penalty, provided, however, that the sponsor shall have a right to first convert such principal balance as described in Section 6 of the extension loan upon notice 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 an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

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

Item 3.02Unregistered Sales of Equity Securities.

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


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Item 9.01Financial Statements and Exhibits.



(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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