The information in this preliminary proxy statement/prospectus is not complete and may be changed. The registrant may not sell the securities described in this preliminary proxy statement/ prospectus until the registration statement filed with the Securities and Exchange Commission is declared effective. This preliminary proxy statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

PROXY STATEMENT FOR

EXTRAORDINARY GENERAL MEETING OF

PERCEPTION CAPITAL CORP. II

(A CAYMAN ISLANDS EXEMPTED COMPANY)

PROSPECTUS FOR

2,080,915 SHARES OF COMMON STOCK, 11,500,000 WARRANTS AND UP TO 11,500,000 SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF WARRANTS OF

PERCEPTION CAPITAL CORP. II

(AFTER ITS DOMESTICATION AS A CORPORATION INCORPORATED IN THE STATE OF DELAWARE), THE CONTINUING ENTITY FOLLOWING THE DOMESTICATION, WHICH WILL BE RENAMED “SPECTAIRE HOLDINGS INC.” IN CONNECTION WITH THE BUSINESS COMBINATION DESCRIBED HEREIN

The board of directors of Perception Capital Corp. II, a Cayman Islands exempted company (“PCCT”), unanimously approved (1) the domestication of PCCT as a Delaware corporation (the “Domestication” and PCCT, immediately after the Domestication, “NewCo”); (2) the merger (the “Merger” and, together with the Domestication, the “Business Combination”) of Perception Spectaire Merger Sub Corp. (“Merger Sub”), a Delaware corporation and direct wholly-owned subsidiary of PCCT, with and into Spectaire, Inc., a Delaware corporation (“Spectaire”), with Spectaire surviving the Merger as a direct wholly-owned subsidiary of NewCo, pursuant to the terms of the Agreement and Plan of Merger, dated as of January 16, 2023, by and among PCCT, Merger Sub and Spectaire, attached to this proxy statement/prospectus as Annex A (as may be amended from time to time, the “Merger Agreement”), as more fully described elsewhere in this proxy statement/prospectus; and (3) the other transactions contemplated by the Merger Agreement and documents related thereto. In connection with the Business Combination, PCCT will change its name to “Spectaire Holdings Inc.”

As a result of and upon the effective time of the Domestication, among other things, (1) each of the then issued and outstanding Class A ordinary shares, par value $0.0001 per share, of PCCT (“PCCT Class A Ordinary Shares”), and Class B ordinary shares, par value $0.0001 per share, of PCCT (“PCCT Class B Ordinary Shares”) will convert automatically, on a one-for-one basis, into a share of common stock, par value $0.0001 per share, of NewCo (“NewCo Common Stock”); (2) each of the then issued and outstanding redeemable warrants of PCCT (“PCCT Warrants”) will convert automatically into a redeemable warrant to acquire one share of NewCo Common Stock (“NewCo Warrants”); and (3) each of the then issued and outstanding units of PCCT that have not been previously separated into the underlying PCCT Class A Ordinary Shares and underlying PCCT Warrants upon the request of the holder thereof (the “PCCT Units”), will be cancelled and will entitle the holder thereof to one share of NewCo Common Stock and one-half of one NewCo Warrant. Accordingly, this proxy statement/prospectus covers (1) 2,080,915 shares of NewCo Common Stock to be issued in the Domestication and (2) 11,500,000 NewCo Warrants to be issued in the Domestication to holders of PCCT Warrants purchased in the initial public offering of PCCT.

As a result of and upon the closing of the Business Combination (the “Closing”), among other things, all outstanding shares of common stock, par value $0.0001 per share, of Spectaire (“Spectaire Common Stock”) (after giving effect to the Spectaire Security Conversion, as defined in the accompanying proxy statement/prospectus) as of immediately prior to the Closing, and, together with shares of Spectaire Common Stock reserved in respect of outstanding options to purchase shares of Spectaire Common Stock (“Spectaire Options”) and outstanding Spectaire RSUs (as defined in the accompanying proxy statement/prospectus) as of immediately prior to the Closing that will be converted into options and restricted stock units based on Spectaire Common Stock, will be cancelled in exchange for the right to receive, or the option to purchase or restricted stock units covering (as applicable), (i) shares of NewCo Common Stock and (ii) the right to receive a number of Spectaire Earnout Shares (as defined elsewhere in the accompanying proxy statement/prospectus). See the section entitled “The Merger Agreement—Merger Consideration; Conversion of Shares.”

The PCCT Units, PCCT Class A Ordinary Shares and PCCT Warrants are currently listed on The Nasdaq Stock Market LLC (“Nasdaq”) under the symbols “PCCTU,” “PCCT” and “PCCTW,” respectively. Spectaire has applied for listing, to be effective at the time of the Business Combination, of NewCo Common Stock and NewCo Warrants on Nasdaq under the proposed symbols “SPEC” and “SPECW,” respectively.

This proxy statement/prospectus provides shareholders of PCCT with detailed information about the proposed Business Combination and other matters to be considered at the extraordinary general meeting of PCCT. PCCT encourages you to read this entire document, including the Annexes and other documents referred to herein, carefully and in their entirety. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 36 of this proxy statement/prospectus.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

This proxy statement/prospectus is dated                 , 2023, and

is first being mailed to PCCT’s shareholders on or about                 , 2023.

PERCEPTION CAPITAL CORP. II

315 Lake Street East, Suite 301

Wayzata, MN 55391

Dear Perception Capital Corp. II Shareholders:

You are cordially invited to attend the extraordinary general meeting of Perception Capital Corp. II, a Cayman Islands exempted company (“PCCT” and, after the Domestication as described below, “NewCo”), at [●], Eastern Time, on [●], 2023, at the offices of Skadden, Arps, Slate, Meagher & Flom LLP located at 525 University Avenue, Palo Alto, CA 94301 (the “Special Meeting”), or at such other time on such other date and at such other place to which the meeting may be postponed or adjourned, or virtually via live webcast at https://www.cstproxy.com/[●]. You will be able to attend the Special Meeting online, vote, view the list of shareholders entitled to vote thereat and submit your questions during the Special Meeting by visiting [●]. The accompanying proxy statement/prospectus is dated [●], 2023, and is first being mailed to PCCT shareholders on or about [●], 2023.

At the Special Meeting, PCCT shareholders will be asked to consider and vote upon a proposal, which is referred to herein as the “Business Combination Proposal,” to approve and adopt the Agreement and Plan of Merger, dated as of January 16, 2023 (as the same may be amended from time to time, the “Merger Agreement”), by and among PCCT, Perception Spectaire Merger Sub Corp., a Delaware corporation and a direct wholly-owned subsidiary of PCCT (“Merger Sub”), and Spectaire Inc., a Delaware corporation (“Spectaire”), a copy of which is attached as Annex A to the accompanying proxy statement/prospectus. The Merger Agreement provides for, among other things, following the Domestication of PCCT to Delaware as described below, the merger of Merger Sub with and into Spectaire (the “Merger”), with Spectaire surviving the Merger as a direct wholly-owned subsidiary of NewCo, in accordance with the terms and subject to the conditions of the Merger Agreement, as more fully described elsewhere in the accompanying proxy statement/prospectus.

The board of directors of PCCT (the “PCCT Board”) has unanimously approved a change of PCCT’s jurisdiction of incorporation by deregistering as an exempted company in the Cayman Islands and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware (the “Domestication” and, together with the Merger Agreement and other transactions contemplated thereby, the “Business Combination”). As more fully described elsewhere in the accompanying proxy statement/prospectus, PCCT shareholders will be asked to consider and vote upon a proposal to approve the Domestication (the “Domestication Proposal”). In connection with the consummation of the Business Combination, PCCT will change its name to “Spectaire Holdings Inc.” As used herein and in the accompanying proxy statement/prospectus, “NewCo” refers to PCCT following the Domestication and Business Combination, including after such change of name to “Spectaire Holdings Inc.”, as applicable.

As a result of and upon the effective time of the Domestication, (1) each of the then issued and outstanding Class A ordinary shares, par value $0.0001 per share, of PCCT (“PCCT Class A Ordinary Shares”), will convert automatically, on a one-for-one basis, into shares of common stock, par value $0.0001 per share, of Spectaire Holdings Inc. (“NewCo Common Stock”), (2) each of the then issued and outstanding Class B ordinary shares, par value $0.0001 per share, of PCCT (“PCCT Class B Ordinary Shares” and, together with the PCCT Class A Ordinary Shares, the “PCCT Ordinary Shares”), will convert automatically, on a one-for-one basis, into shares of NewCo Common Stock, (3) each of the then issued and outstanding redeemable warrants of PCCT (“PCCT Warrants”) will convert automatically into a warrant to acquire one share of NewCo Common Stock (“NewCo Warrants”), pursuant to the warrant agreement, dated as of October 27, 2021, between PCCT and Continental Stock Transfer & Trust Company (“Continental”), PCCT’s warrant agent, and (4) each of the then issued and outstanding units of PCCT that have not been previously separated into the underlying PCCT Class A Ordinary Shares and PCCT Warrants upon the request of the holder thereof (“PCCT Units”), will be cancelled, entitling the holder thereof to one share of NewCo Common Stock and one-half of one NewCo Warrant. As used herein, “Public Shares” means the PCCT Class A Ordinary Shares (including those underlying the PCCT Units) that were registered pursuant to the Registration Statement on Form S-1 (333-255107) and the shares of NewCo Common Stock issued as a matter of law upon the conversion thereof on the effective date of the Domestication and “Public Warrants” means those PCCT Warrants underlying the PCCT Units. For further information, see the section titled “Proposal No. 2—The Domestication Proposal” of the accompanying proxy statement/prospectus.

In addition to (1) the Business Combination Proposal and (2) the Domestication Proposal, PCCT shareholders will be asked to consider and vote upon (3) four separate proposals to approve material differences between PCCT’s Amended and Restated Memorandum and Articles of Association (as may be amended from time to time, the “PCCT Governing Documents”) and the proposed certificate of incorporation and proposed bylaws of NewCo (collectively, the “Organizational Documents Proposals”), (4) a proposal to elect directors who, upon consummation of the Business Combination, will be the directors of NewCo (the “Director Election Proposal”), (5) a proposal to approve, for purposes of complying with the applicable provisions of Nasdaq Stock Market Listing Rule 5635, the issuance of NewCo Common Stock to (a) the Spectaire Stockholders (as defined in the accompanying proxy statement/prospectus) pursuant to the Merger Agreement and (b) the Eligible Spectaire Equityholders (as defined in the accompanying proxy statement/prospectus) pursuant to the Merger Agreement (the “Stock Issuance Proposal”), (6) a proposal to approve and adopt the NewCo 2023 Incentive Award Plan (the “Equity Incentive Plan Proposal”) and (7) a proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the Special Meeting (the “Adjournment Proposal” and, together with the Business Combination Proposal, the Domestication Proposal, the Organizational Documents Proposals, the Director Election Proposal, the Stock Issuance Proposal and the Equity Incentive Plan Proposal, the “Proposals”). The Business Combination will be consummated only if the Business Combination Proposal, the Domestication Proposal, each of the Organizational Documents Proposals, the Director Election Proposal, the Stock Issuance Proposal and the Equity Incentive Plan Proposal (collectively, the “Condition Precedent Proposals”) are approved at the Special Meeting. Each of the Condition Precedent Proposals is cross-conditioned on the approval of each other. The Adjournment Proposal is not conditioned upon the approval of any other Proposal. Each of these Proposals is more fully described in the accompanying proxy statement/prospectus, which PCCT shareholders are encouraged to read carefully and in its entirety.

As a result of and upon the closing of the Business Combination (the “Closing”), among other things, all outstanding shares of common stock, par value $0.0001 per share, of Spectaire (“Spectaire Common Stock”) (after giving effect to the Spectaire Security Conversion, as defined in the accompanying proxy statement/prospectus) as of immediately prior to the Closing, and, together with shares of Spectaire Common Stock reserved in respect of outstanding Spectaire Options and outstanding Spectaire RSUs (in each case, as defined in the accompanying proxy statement/prospectus) as of immediately prior to the Closing that will be converted into options and restricted stock units based on Spectaire Common Stock, will be cancelled in exchange for the right to receive, or the option to purchase or restricted stock units covering (as applicable), an aggregate of approximately 12,500,000 shares of NewCo Common Stock equal to the difference of (a) the quotient obtained by dividing (i) the difference of (x) $125,000,000 minus (y) the lesser of (1) $6,250,000 and (2) the amount by which the Available Cash (as described elsewhere in the accompanying proxy statement/prospectus) immediately after the Business Combination exceeds $5,000,000 by (ii) $10.00, minus (b) the Spectaire Award Shares, including, as applicable, a number of Spectaire Earnout Shares (in each case, as defined elsewhere in the accompanying proxy statement/prospectus). In connection with the Business Combination, certain related agreements have been or will be entered into on or prior to the date of the Closing (the “Closing Date”), including (i) the Sponsor Support Agreement, (ii) the Amended and Restated Registration Rights Agreement and (iii) the Lock-Up Agreement (in each case, as defined and further discussed in the accompanying proxy statement/prospectus). For additional information, see the section titled “Other Agreements” in the accompanying proxy statement/prospectus.

Pursuant to the PCCT Governing Documents, a holder of Public Shares (a “Public Shareholder”), which excludes shares held by Perception Capital Partners II LLC, PCCT’s sponsor (the “Sponsor”), and certain other holders of the PCCT Class B Ordinary Shares purchased by the Sponsor (the “Founder Shares”) prior to PCCT’s initial public offering (collectively, the “Initial Shareholders”), may request that PCCT redeem all or a portion of such Public Shareholder’s Public Shares for cash if the Business Combination is consummated. Holders of PCCT Units must elect to separate such units into the underlying Public Shares and Public Warrants prior to exercising redemption rights with respect to the Public Shares. If Public Shareholders hold their PCCT Units in an account at a brokerage firm or bank, such Public Shareholders must notify their broker or bank that they elect to separate the PCCT Units into the underlying Public Shares and Public Warrants, or if a Public Shareholder holds PCCT Units registered in its own name, the Public Shareholder must contact the transfer agent directly and instruct it to

do so. Public Shareholders may elect to redeem their Public Shares even if they vote “FOR” the Business Combination Proposal or any other Condition Precedent Proposal. If the Business Combination is not consummated, the Public Shares will be returned to the respective Public Shareholder, broker or bank. If the Business Combination is consummated and the Public Shareholder properly exercises its right to redeem all or a portion of the Public Shares that it holds and timely delivers its shares to Continental, PCCT’s transfer agent, PCCT will redeem such Public Shares for a per-share price, payable in cash, equal to the pro rata portion of the trust account established at the consummation of PCCT’s initial public offering (the “Trust Account”), calculated as of two business days prior to the consummation of the Business Combination. If a Public Shareholder exercises its redemption rights in full, then it will be electing to exchange its Public Shares for cash and will no longer own Public Shares. The redemption of Public Shares will take place immediately prior to the Domestication when a redeeming Public Shareholder’s PCCT Class A Ordinary Shares are canceled in exchange for the right to receive the cash consideration described above. Such cash will be paid to redeeming Public Shareholders promptly after consummation of the Business Combination. See the section titled “Special Meeting of PCCT—Redemption Rights” in the accompanying proxy statement/prospectus for a detailed description of the procedures to be followed for the Public Shareholders who wish to redeem their Public Shares for cash.

The Sponsor and certain of PCCT’s directors have agreed to, among other things, vote in favor of the Merger Agreement and the transactions contemplated thereby, in each case, subject to the terms and conditions contemplated by the Sponsor Support Agreement, dated January 16, 2023 (the “Sponsor Support Agreement”), a copy of which is attached as Annex B to the accompanying proxy statement/prospectus, and to waive their redemption rights with respect to all PCCT Ordinary Shares held by them in connection with the consummation of the Business Combination, subject to the terms and conditions contemplated in that certain letter agreement, dated as of October 27, 2021. The PCCT Ordinary Shares held by the parties to the letter agreement will be excluded from the pro rata calculation used to determine the per-share redemption price. As of the date of the accompanying proxy statement/prospectus, the Initial Shareholders owns approximately 73.4% of the issued and outstanding PCCT Ordinary Shares. If PCCT is unable to complete the Business Combination or another business combination by November 1, 2023 (or if such date is further extended at a duly called extraordinary general meeting, such later date), then the parties to the letter agreement will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold.

The Merger Agreement is subject to the satisfaction or waiver of certain customary closing conditions as described in the accompanying proxy statement/prospectus, including, among others, (i) approval of the Business Combination and related agreements and transactions by the shareholder of PCCT and stockholders of Spectaire, as applicable, (ii) the absence of any legal restraints on the Closing, (iii) PCCT having at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) upon Closing, (iv) receipt of conditional approval for listing on the Nasdaq Stock Market LLC (“Nasdaq”) the shares of NewCo Common Stock to be issued in connection with the Merger and (v) the absence of a Spectaire material adverse effect (as described in the Merger Agreement, a copy of which is attached as Annex A to the accompanying proxy statement/prospectus). There can be no assurances that PCCT, Merger Sub or Spectaire would waive any such provision of the Merger Agreement. On March 30, 2023, the parties to the Merger Agreement waived the condition to Closing that PCCT have at least $5,000,001 of net tangible assets, subject to the approval of PCCT shareholders, which was obtained on April 27, 2023.

PCCT is providing the accompanying proxy statement/prospectus and proxy card to PCCT’s shareholders in connection with the solicitation of proxies to be voted at the Special Meeting and at any adjournments of the Special Meeting. Information about the Special Meeting, the Business Combination and other related business to be considered by PCCT’s shareholders at the Special Meeting is included in the accompanying proxy statement/prospectus. Whether or not you plan to attend the Special Meeting, all of PCCT’s shareholders are urged to read the accompanying proxy statement/prospectus, including the annexes attached thereto and other documents referred to herein or therein, carefully and in their entirety. You should also carefully consider the risk factors described in the section titled “Risk Factors” beginning on page 36 of the accompanying proxy statement/prospectus.

After careful consideration, the PCCT Board has unanimously approved the Business Combination and recommends that shareholders vote “FOR” adoption of the Merger Agreement, and approval of the

transactions contemplated thereby, including the Business Combination, and “FOR” all other Proposals presented to PCCT’s shareholders in the accompanying proxy statement/prospectus. When you consider the recommendation of these Proposals by the PCCT Board, you should keep in mind that PCCT’s directors and officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section titled “The Business Combination—Interests of PCCT’s Directors, Executive Officers and the Sponsor and its Affiliates in the Business Combination” in the accompanying proxy statement/prospectus for a further discussion of these considerations.

The approval of the Domestication Proposal and each of the Organizational Documents Proposals requires the affirmative vote of holders of at least two-thirds of the PCCT Ordinary Shares represented in person or by proxy and entitled to vote thereon and who vote at the Special Meeting. The approval of the Business Combination Proposal, the Director Election Proposal, the Stock Issuance Proposal, the Equity Incentive Plan Proposal and the Adjournment Proposal requires the affirmative vote of a majority of the PCCT Ordinary Shares represented in person or by proxy and entitled to vote thereon and who vote at the Special Meeting. The Initial Shareholders collectively have the right to vote approximately 73.4% of the PCCT Ordinary Shares, and are expected to vote all of their shares in favor of each Proposal to be voted upon at the Special Meeting. Accordingly, it is expected that the PCCT Ordinary Shares held by the Initial Shareholders will be sufficient to establish a quorum and to approve the Proposals. Therefore, assuming Initial Shareholders all vote in favor of each Proposal and all outstanding PCCT Ordinary Shares held by the Initial Shareholders are represented at the Special Meeting in person or by proxy, the affirmative vote of additional Public Shares is not required to approve the Proposals.

Your vote is very important. Whether or not you plan to attend the Special Meeting, please vote as soon as possible by following the instructions in the accompanying proxy statement/prospectus to make sure that your shares are represented at the Special Meeting. If you hold your shares in “street name” through a bank, broker or other nominee or intermediary, you will need to follow the instructions provided to you by your bank, broker or other nominee or intermediary to ensure that your shares are represented and voted at the Special Meeting. The transactions contemplated by the Merger Agreement will be consummated only if the Condition Precedent Proposals are approved at the Special Meeting. Each of the Condition Precedent Proposals is cross-conditioned on the approval of each other. The Adjournment Proposal is not conditioned on the approval of any other Proposal set forth in the accompanying proxy statement/prospectus.

The PCCT Board has fixed the close of business on [●], 2023 as the record date for the Special Meeting. Only shareholders of record on [●], 2023 are entitled to notice of and to vote at the Special Meeting or any postponement or adjournment thereof. Further information regarding voting rights and the matters to be voted upon is presented in the accompanying proxy statement/prospectus.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted FOR each of the Proposals presented at the Special Meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee or intermediary how to vote, and do not attend the Special Meeting in person or virtually, the effect will be, among other things, that your shares will not be counted for purposes of determining whether a quorum is present at the Special Meeting and will not be voted. An abstention or broker non-vote will be counted towards the quorum requirement but will not count as a vote cast at the Special Meeting. If you are a shareholder of record and you attend the Special Meeting and wish to vote in person or virtually, you may withdraw your proxy and vote in person.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND IN WRITING THAT YOUR PUBLIC SHARES ARE REDEEMED FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO PCCT’S TRANSFER AGENT AT LEAST TWO (2) BUSINESS DAYS PRIOR TO THE VOTE AT THE SPECIAL MEETING. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS

NOT COMPLETED, THEN THESE SHARES WILL BE RETURNED TO YOU OR YOUR ACCOUNT. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

If you have questions regarding the accompanying proxy statement/prospectus or need assistance voting your PCCT Ordinary Shares, you may contact Morrow Sodali LLC, PCCT’s proxy solicitor, by calling (800) 662-5200, or banks and brokers may call collect at (203) 658-9400, or by emailing pcct.info@investor.morrowsodali.com.

The PCCT Board would like to thank you for your support and looks forward to the successful completion of the Business Combination.

By Order of the PCCT Board,

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

The accompanying proxy statement/prospectus is dated [●], 2023 and is first being mailed to shareholders on or about [●], 2023.

PERCEPTION CAPITAL CORP. II

315 Lake Street East, Suite 301

Wayzata, MN 55391

NOTICE OF EXTRAORDINARY GENERAL MEETING

TO BE HELD ON             , 2023

TO THE SHAREHOLDERS OF PERCEPTION CAPITAL CORP. II:

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of Perception Capital Corp. II, a Cayman Islands exempted company (“PCCT” and, after the Domestication as described below, “NewCo”), will be held at [●], Eastern Time, on [●], 2023, at the offices of Skadden, Arps, Slate, Meagher & Flom LLP located at 525 University Avenue, Palo Alto, CA 94301 (the “Special Meeting”), or at such other time on such other date and at such other place to which the meeting may be postponed or adjourned, or virtually via live webcast at https://www.cstproxy.com/[●]. You are cordially invited to attend the Special Meeting, which will be held for the following purposes:

Organizational Documents Proposal B—to authorize the board of directors of NewCo (the “NewCo Board”) to issue any or all shares of NewCo Preferred Stock in one or more classes or series, with such terms and conditions as may be expressly determined by the NewCo Board and as may be permitted by the DGCL (“Organizational Documents Proposal B”);

Organizational Documents Proposal C—to provide that the NewCo Board be divided into three classes with only one class of directors being elected in each year and each class serving a three-year term (“Organizational Documents Proposal C”); and

Organizational Documents Proposal D—to authorize all other changes in connection with the replacement of the PCCT Governing Documents with the Proposed Certificate of Incorporation and Proposed Bylaws in connection with the consummation of the Business Combination (copies of which are attached to the accompanying proxy statement/prospectus as Annex F and Annex G, respectively), including (1) changing the corporate name from “Perception Capital Corp. II” to “Spectaire Holdings Inc.,” (2) making NewCo’s corporate existence perpetual, (3) adopting Delaware as the exclusive forum for certain stockholder litigation, and (4) removing certain provisions related to PCCT’s status as a blank check company that will no longer be applicable upon consummation of the Business Combination, all of which the board of directors of PCCT (the “PCCT Board”) believes is necessary to adequately address the needs of PCCT or NewCo after the Business Combination (“Organizational Documents Proposal D”);

Each of Proposal No. 1 through Proposal No. 6 (collectively, the “Condition Precedent Proposals”) is cross-conditioned on the approval of each other. The Adjournment Proposal is not conditioned upon the approval of any other Proposal set forth in the accompanying proxy statement/prospectus.

These items of business are described elsewhere in the accompanying proxy statement/prospectus, which PCCT encourages you to read carefully and in its entirety before voting.

Only holders of record of PCCT Ordinary Shares at the close of business on [●], 2023 are entitled to notice of and to vote and have their votes counted at the Special Meeting and any adjournment of the Special Meeting.

The accompanying proxy statement/prospectus and proxy card are being provided to PCCT’s shareholders in connection with the solicitation of proxies to be voted at the Special Meeting and at any adjournment of the

Special Meeting. Whether or not you plan to attend the Special Meeting, all of PCCT’s shareholders are urged to read the accompanying proxy statement/prospectus, including the annexes and the documents referred to herein and therein, carefully and in their entirety. You should also carefully consider the risk factors described in the “Risk Factors” section beginning on page 36 of the accompanying proxy statement/prospectus.

After careful consideration, the PCCT Board has unanimously approved the Business Combination and recommends that shareholders vote “FOR” adoption of the Merger Agreement, and approval of the transactions contemplated thereby, including the Business Combination, and “FOR” all other Proposals presented to PCCT’s shareholders in the accompanying proxy statement/prospectus. When you consider the recommendation of these Proposals by the PCCT Board, you should keep in mind that PCCT’s directors and officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section titled “The Business Combination—Interests of PCCT’s Directors, Executive Officers and the Sponsor and its Affiliates in the Business Combination” in the accompanying proxy statement/prospectus for a further discussion of these considerations.

Pursuant to the PCCT Governing Documents, a holder of the PCCT Class A Ordinary Shares, including those underlying the units of PCCT (the “PCCT Units”), in each case, that were registered pursuant to the Registration Statement on Form S-1 (333-255107) offered and sold by PCCT in its initial public offering (the “Public Shares”), which excludes shares held by Perception Capital Partners II LLC, PCCT’s sponsor (the “Sponsor”), and certain other holders of the PCCT Class B Ordinary Shares purchased by the Sponsor (the “Founder Shares”) prior to PCCT’s initial public offering (collectively, the “Initial Shareholders”) may request that PCCT redeem all or a portion of its Public Shares for cash if the Business Combination is consummated. As a holder of Public Shares (a “Public Shareholder”), you will be entitled to receive cash for any Public Shares to be redeemed only if you:

Public Shareholders must complete the procedures for electing to redeem their Public Shares in a manner described above prior to 5:00 p.m., Eastern Time, on [●], 2023 (two business days before the Special Meeting) in order for their shares to be redeemed.

Holders of PCCT Units must elect to separate such units into the underlying Public Shares and Public Warrants prior to exercising redemption rights with respect to the Public Shares. If holders hold their PCCT Units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the PCCT Units into the underlying Public Shares and Public Warrants, or if a holder holds PCCT Units registered in its own name, the holder must contact Continental, PCCT’s transfer agent, directly and instruct them to do so. Public Shareholders may elect to redeem Public Shares regardless of if or how they vote in respect of the Business Combination Proposal. If the Business Combination is not consummated, the Public Shares will be returned to the respective Public Shareholder, broker or bank.

If the Business Combination is consummated, and if a Public Shareholder properly exercises its right to redeem all or a portion of the Public Shares that it holds and timely delivers its shares to Continental, PCCT’s transfer agent, PCCT will redeem such Public Shares for a per-share price, payable in cash, equal to the pro rata portion of the trust account established at the consummation of PCCT’s initial public offering (the “Trust Account”), calculated as of two business days prior to the consummation of the Business Combination. If a Public Shareholder exercises its redemption rights in full, then it will be electing to exchange its Public Shares

for cash and will no longer own Public Shares. The redemption of Public Shares will take place immediately prior to the Domestication when a redeeming Public Shareholder’s PCCT Class A Ordinary Shares are canceled in exchange for the right to receive the cash consideration described above. Such cash will be paid to redeeming Public Shareholders promptly after consummation of the Business Combination. See “Special Meeting of PCCT—Redemption Rights” in the accompanying proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your Public Shares for cash.

The Sponsor and certain of PCCT’s directors have agreed to, among other things, vote in favor of the Merger Agreement and the transactions contemplated thereby, subject to the terms and conditions contemplated by the Sponsor Support Agreement, dated January 16, 2023 (the “Sponsor Support Agreement”), a copy of which is attached to the accompanying proxy statement/prospectus as Annex B, and to waive their redemption rights with respect to all PCCT Ordinary Shares held by them in connection with the consummation of the Business Combination, subject to the terms and conditions contemplated in that certain letter agreement, dated as of October 27, 2021. The PCCT Ordinary Shares held by the Sponsor and other parties to the letter agreement will be excluded from the pro rata calculation used to determine the per-share redemption price. As of the date of the accompanying proxy statement/prospectus, the Initial Shareholders own approximately 73.4% of the issued and outstanding PCCT Ordinary Shares. If PCCT is unable to complete the Business Combination or another initial business combination by November 1, 2023 (or if such date is further extended at a duly called extraordinary general meeting, such later date), then the parties to the letter agreement, including the Initial Shareholders, will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold.

The Merger Agreement is subject to the satisfaction or waiver of certain customary closing conditions as described in the accompanying proxy statement/prospectus, including, among others, (i) approval of the Business Combination and related agreements and transactions by the shareholders of PCCT and stockholders of Spectaire, as applicable, (ii) the absence of any legal restraints on the Closing, (iii) PCCT having at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) upon Closing, (iv) receipt of conditional approval for listing on the Nasdaq Stock Market LLC the shares of NewCo Common Stock to be issued in connection with the Merger and (v) the absence of a Spectaire material adverse effect (as described in the Merger Agreement, a copy of which is attached as Annex A to the accompanying proxy statement/prospectus). There can be no assurances that PCCT, Merger Sub or Spectaire would waive any such provision of the Merger Agreement. On March 30, 2023, the parties to the Merger Agreement waived the condition to Closing that PCCT have at least $5,000,001 of net tangible assets, subject to the approval of PCCT shareholders, which was obtained on April 27, 2023.

The approval of each of the Domestication Proposal and Organizational Documents Proposals requires the affirmative vote of holders of at least two-thirds of the PCCT Ordinary Shares represented in person or by proxy and entitled to vote thereon and who vote at the Special Meeting. The approval of each of the Business Combination Proposal, the Director Election Proposal, the Stock Issuance Proposal, the Equity Incentive Plan Proposal and the Adjournment Proposal require the affirmative vote of a majority of the PCCT Ordinary Shares represented in person or by proxy and entitled to vote thereon and who vote at the Special Meeting.

The Initial Shareholders collectively have the right to vote approximately 73.4% of the PCCT Ordinary Shares, and are expected to vote all of their shares in favor of each Proposal to be voted upon at the Special Meeting. Accordingly, it is expected that the PCCT Ordinary Shares held by the Initial Shareholders will be sufficient to establish a quorum and to approve each Proposal. Therefore, assuming the Initial Shareholders all vote in favor of each Proposal and all outstanding PCCT Ordinary Shares held by the Initial Shareholders are represented at the Special Meeting in person or by proxy, the affirmative vote of additional Public Shares is not required to approve the Proposals.

Your vote is very important. Whether or not you plan to attend the Special Meeting, please vote as soon as possible by following the instructions in the accompanying proxy statement/prospectus to make sure that your shares are represented at the Special Meeting. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the Special Meeting. The

transactions contemplated by the Merger Agreement will be consummated only if the Condition Precedent Proposals are approved at the Special Meeting. Each of the Condition Precedent Proposals is cross-conditioned on the approval of each other. The Adjournment Proposal is not conditioned upon the approval of any other Proposal set forth in the accompanying proxy statement/prospectus.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted FOR each of the Proposals presented at the Special Meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the Special Meeting in person, the effect will be, among other things, that your shares will not be counted for purposes of determining whether a quorum is present at the Special Meeting and will not be voted. An abstention or broker non-vote will be counted towards the quorum requirement but will not count as a vote cast at the Special Meeting. If you are a shareholder of record and you attend the Special Meeting and wish to vote in person, you may withdraw your proxy and vote in person.

Your attention is directed to the remainder of the proxy statement/prospectus following this notice (including the annexes attached hereto and other documents referred to herein) for a more complete description of the proposed Business Combination and related transactions and each of the Proposals. You are encouraged to read the accompanying proxy statement/prospectus carefully and in its entirety, including the annexes attached hereto and other documents referred to herein. If you have any questions or need assistance voting your Public Shares, please contact Morrow Sodali LLC, PCCT’s proxy solicitor, by calling (800) 662-5200 or banks and brokers can call collect at (203) 658-9400, or by emailing pcct.info@investor.morrowsodali.com.

Thank you for your participation. PCCT looks forward to your continued support.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND IN WRITING THAT YOUR PUBLIC SHARES ARE REDEEMED FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO PCCT’S TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT THE SPECIAL MEETING. YOU MAY TENDER YOUR SHARES BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT CONSUMMATED, THEN THESE SHARES WILL BE RETURNED TO YOU OR YOUR ACCOUNT. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

REFERENCES TO ADDITIONAL INFORMATION

This proxy statement/prospectus incorporates important business and financial information that is not included in or delivered with this proxy statement/prospectus. This information is available for you to review through the SEC’s website at www.sec.gov.

You may request copies of this proxy statement/prospectus and any of the documents incorporated by reference into this proxy statement/prospectus or other publicly available information concerning PCCT, without charge, by written request to Perception Capital Corp. II, 315 Lake Street East, Suite 301, Wayzata, MN 55391, or by telephone request at (952) 456-5300; or Morrow Sodali LLC, PCCT’s proxy solicitor, by calling (800) 662-5200 or banks and brokers can call collect at (203) 658-9400, or by emailing pcct.info@investor.morrowsodali.com, or from the SEC through the SEC website at the address provided above.

In order for PCCT’s shareholders to receive timely delivery of the documents in advance of the Special Meeting of PCCT to be held on             , 2023, you must request the information no later than             , 2023, five business days prior to the date of the Special Meeting.

TABLE OF CONTENTS

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BASIS OF PRESENTATION AND GLOSSARY

As used in this proxy statement/prospectus, unless otherwise noted or the context otherwise requires, references to:

“Aggregate Cash Consideration” are to an amount in cash equal to (i) the Available Cash minus (ii) $5,000,000; provided that the Aggregate Cash Consideration shall not exceed $6,250,000; provided, further, that the Aggregate Cash Consideration shall be zero if the Available Cash is equal to or less than $5,000,000;

“Aggregate Fully Diluted Spectaire Common Stock” are to (a) the aggregate number of shares of Spectaire Common Stock that are (i) issued and outstanding immediately prior to the Effective Time (after giving effect to the Spectaire Security Conversion) or (ii) issuable upon, or subject to, the exercise or settlement, as applicable, of Spectaire Options and Spectaire RSUs (whether or not then vested or exercisable) that are issued and outstanding immediately prior to the Effective Time minus (b) a number of shares equal to (x) the Aggregate Option Exercise Price divided by (y) the Per Share Award Consideration; provided, that any Spectaire Option with an exercise price equal to or greater than the Per Share Award Consideration shall not be counted for purposes of determining the number of Aggregate Fully Diluted Spectaire Common Stock;

“Aggregate Loan Amount” are to the aggregate of all the Loan Amounts;

“Aggregate Merger Consideration” are to (i) the Aggregate Cash Consideration and (ii) the Aggregate Stock Consideration;

“Aggregate Option Exercise Price” are to the sum of the aggregate cash exercise prices of all Spectaire Options that are outstanding, unexercised and have an exercise price less than the Per Share Award Consideration, in each case, as of immediately prior to the Effective Time;

“Aggregate Stock Consideration” are to the number of shares of NewCo Common Stock equal to the difference of (a) the quotient obtained by dividing (i) the difference of (x) $125,000,000 minus (y) the Aggregate Cash Consideration by (b) $10.00 minus (ii) the Spectaire Award Shares;

“Ancillary Agreements” are to the Sponsor Support Agreement, the Spectaire Stockholder Written Consent and the Forward Purchase Agreement;

“Available Cash” are to an amount in cash equal to the difference of (i) the sum of (a) the aggregate cash proceeds actually received by PCCT and Spectaire following the date of the Merger Agreement and substantially concurrently with or prior to the Closing from any financing transaction or similar capital raise plus (b) all amounts available in the Trust Account, immediately prior to the Closing (after deducting the PCCT Share Redemption Amount) minus (ii) the amount required to pay (a) all transaction expenses of PCCT (including the deferred underwriting discount and any fees payable pursuant to the Forward Purchase Agreement) and (b) all accrued and unpaid transaction expenses of each of PCCT and Spectaire;

“Business Combination” are to the Domestication together with the Merger;

“Cayman Islands Companies Act” are to the Cayman Islands Companies Act (as amended);

“Closing” are to the closing of the Business Combination;

“Closing Date” are to the date of the Closing;

“Completion Window” are to November 1, 2023, the date by which PCCT must complete an initial business combination (or if such date is further extended at a duly called extraordinary general meeting, such later date);

“Condition Precedent Approvals” are to approval at the Special Meeting of the Condition Precedent Proposals;

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“Condition Precedent Proposals” are to the Business Combination Proposal, the Domestication Proposal, the Organizational Documents Proposals, the Director Election Proposal, the Stock Issuance Proposal and the Equity Incentive Plan Proposal, collectively;

“Continental” are to Continental Stock Transfer & Trust Company;

“DGCL” are to the General Corporation Law of the State of Delaware;

“Domestication” are to the domestication of Perception Capital Corp. II as a corporation incorporated in the State of Delaware in accordance with Section 388 of the DGCL;

“Earnout Period” are to the time period between the Closing Date and the five-year anniversary of the Closing Date;

“Earnout Triggering Event I” are to the first date after the Closing Date, but within the Earnout Period, on which the volume-weighted average trading sale price of one share of NewCo Common Stock quoted on Nasdaq is greater than or equal to $15.00 for any twenty trading days within any thirty consecutive trading day period;

“Earnout Triggering Event II” are to the first date after the Closing Date, but within the Earnout Period, on which the volume-weighted average trading sale price of one share of NewCo Common Stock quoted on Nasdaq is greater than or equal to $20.00 for any twenty trading days within any thirty consecutive trading day period;

“Earnout Triggering Event III” are to the first date after the Closing Date, but within the Earnout Period, on which the volume-weighted average trading sale price of one share of NewCo Common Stock quoted on Nasdaq is greater than or equal to $25.00 for any twenty trading days within any thirty consecutive trading day period;

“Earnout Triggering Events” are to Earnout Triggering Event I, Earnout Triggering Event II and Earnout Triggering Event III;

“Effective Time” are to the date and time the Merger becomes effective;

“Eligible Spectaire Equityholder” are to a holder of (a) a share of Spectaire Common Stock (after giving effect to the Spectaire Security Conversion) or (b) a Spectaire Option or (c) Spectaire RSU, in each case immediately prior to the Effective Time;

“Exchange Act” are to the Securities Exchange Act of 1934, as amended;

“Exchange Ratio” are to the quotient of (i) 12,500,000, divided by (ii) the Aggregate Fully Diluted Spectaire Common Stock;

“Extension Amendments” are to the Initial Extension and the Second Extension, collectively;

“Extension Note” are to that certain convertible promissory note, as amended, issued by PCCT to the Sponsor in the aggregate principal amount of up to $1,200,000;

“Extension Warrants” are to the warrants that are issuable at the Closing if the Sponsor elects to exercise its option to convert up to $1,200,000 of the unpaid principal balance of the Extension Note into whole warrants at a conversion price of $1.00;

“Forward Purchase Agreement” are to that certain Forward Purchase Agreement, dated January 14, 2023, by and among PCCT, Spectaire, Meteora Special Opportunity Fund I, LP, Meteora Capital Partners, LP and Meteora Select Trading Opportunities Master, LP;

“Founder Shares” are to the PCCT Class B Ordinary Shares purchased by the Sponsor in a private placement prior to the Initial Public Offering, and the PCCT Class A Ordinary Shares that will be issued upon the conversion thereof;

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“GAAP” are to accounting principles generally accepted in the United States of America;

“Initial Extension” are to the amendment approved by PCCT’s shareholders on October 28, 2022 to extend the date by which PCCT must consummate its initial business combination from November 1, 2022 to May 1, 2023;

“Initial Public Offering” are to PCCT’s initial public offering that was consummated on November 1, 2021;

“Initial Shareholders” are to the holders of the Founder Shares prior to the Business Combination;

“IPO Registration Statement” are to the Registration Statement on Form S-1 (333-255107) filed by PCCT in connection with its Initial Public Offering, which was declared effective on October 27, 2021;

“IPO Underwriters” are to Jefferies, Moelis and Nomura;

“IRS” are to the U.S. Internal Revenue Service;

“Jefferies” are to Jefferies LLC;

“JOBS Act” are to the Jumpstart Our Business Startups Act of 2012;

“Loan Amount” are to an amount equal to 10% of the aggregate gross proceeds received by Spectaire in any financing transaction in which Spectaire issues and sells equity, equity-linked or debt securities to any person prior to the Closing;

“Merger Agreement” are to the Agreement and Plan of Merger, dated as of January 16, 2023, by and among PCCT, Merger Sub and Spectaire attached to this proxy statement/prospectus as Annex A;

“Merger” are to the merger of Merger Sub with and into Spectaire, with Spectaire surviving the Merger as a direct wholly-owned subsidiary of NewCo;

“Merger Sub” are to Perception Spectaire Merger Sub Corp., a Delaware corporation and direct wholly-owned subsidiary of PCCT;

“Moelis” are to Moelis & Company LLC;

“Nasdaq” are to The Nasdaq Capital Market;

“NewCo” are to PCCT following the Domestication and name change from Perception Capital Corp. II to Spectaire Holdings Inc.;

“NewCo Board” are to the board of directors of NewCo;

“NewCo Common Stock” are to shares of NewCo common stock, par value $0.0001 per share;

“NewCo Equity Incentive Plan” are to the NewCo 2023 Incentive Award Plan;

“NewCo Options” are to options to purchase shares of NewCo Common Stock;

“NewCo Preferred Stock” are to shares of NewCo preferred stock, par value $0.0001 per share;

“NewCo Restricted Shares” are to an award of restricted shares related to the NewCo Common Stock;

“NewCo RSU” are to restricted stock units related to the NewCo Common Stock;

“NewCo Warrants” are to the redeemable warrants of NewCo, entitling the holders thereof to one share of NewCo Common Stock;

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“Nomura” are to Nomura Securities International, Inc.;

“PCCT” are to Perception Capital Corp. II prior to its domestication as a corporation in the State of Delaware;

“PCCT Board” are to the board of directors of PCCT;

“PCCT Class A Ordinary Shares” are to PCCT’s Class A ordinary shares, par value $0.0001 per share (prior to the Domestication);

“PCCT Class B Ordinary Shares” are to PCCT’s Class B ordinary shares, par value $0.0001 per share (prior to the Domestication);

“PCCT Governing Documents” are to PCCT’s Amended and Restated Memorandum and Articles of Association, as amended from time to time;

“PCCT Ordinary Shares” are to the PCCT Class A Ordinary Shares and the PCCT Class B Ordinary Shares, collectively;

“PCCT Record Date” are to [●], 2023;

“PCCT Share Redemption” are to the election of an eligible holder of PCCT Class A Ordinary Shares to redeem all or a portion of the shares of PCCT Class A Ordinary Shares held by such holder at a per-share price, payable in cash, equal to a pro rata share of the aggregate amount on deposit of the Trust Account;

“PCCT Share Redemption Amount” are to the aggregate amount payable with respect to all PCCT Share Redemptions;

“PCCT Units” are to the units of PCCT, each unit representing one PCCT Class A Ordinary Share and one-half of one redeemable warrant to acquire one PCCT Class A Ordinary Share, that were offered and sold by PCCT in its Initial Public Offering and registered pursuant to the IPO Registration Statement (less the number of units that have been separated into the underlying Public Shares and underlying Public Warrants upon the request of the holder thereof);

“PCCT Warrants” are to the Public Warrants and the Private Placement Warrants;

“Person” are to any individual, firm, corporation, partnership, limited liability company, incorporated or unincorporated association, joint venture, joint stock company, governmental authority or instrumentality or other entity of any kind;

“Per Share Award Consideration” are to a dollar value equal to the quotient of (i) $125,000,000, divided by (ii) the number of Aggregate Fully Diluted Spectaire Common Stock;

“Per Share Cash Consideration” are to the quotient of (a) the Aggregate Cash Consideration, divided by (b) the aggregate number of shares of Spectaire Common Stock that are issued and outstanding immediately prior to the Effective Time after giving effect to the Spectaire Security Conversion;

“Per Share Stock Consideration” are to a number of shares of NewCo Common Stock equal to the quotient of (i) the Aggregate Stock Consideration, divided by (ii) the aggregate number of shares of Spectaire Common Stock that are issued and outstanding immediately prior to the Effective Time after giving effect to the Spectaire Security Conversion;

“Private Placement Warrants” are to the warrants issued by PCCT to the Sponsor in a private placement simultaneously with the closing of the Initial Public Offering;

“Pro Forma” are to giving pro forma effect to the Business Combination and the other related events contemplated by the Merger Agreement;

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“Pro Rata Share” are to, for each Eligible Spectaire Equityholder, a percentage determined by dividing (i) the total number of (a) shares of Spectaire Common Stock issued and outstanding immediately prior to the Effective Time (after taking into account the Spectaire Security Conversion and including any Spectaire Restricted Shares) held by such Eligible Spectaire Equityholder immediately prior to the Effective Time, plus (b) shares of Spectaire Common Stock subject to Spectaire Options that are outstanding and held by such Eligible Spectaire Equityholder immediately prior to the Effective Time, plus (c) shares of Spectaire Common Stock subject to unsettled Spectaire RSUs that are outstanding and held by such Eligible Spectaire Equityholder immediately prior to the Effective Time, by (ii) the total number of (a) shares of Spectaire Common Stock issued and outstanding immediately prior to the Effective Time (after taking into account the Spectaire Security Conversion and including any Spectaire Restricted Shares), plus (b) shares of Spectaire Common Stock subject to Spectaire Options that are outstanding and held by the Eligible Spectaire Equityholders immediately prior to the Effective Time, calculated using the treasury stock method of accounting, plus (c) shares of Spectaire Common Stock subject to Spectaire RSUs that are outstanding and held by the Eligible Spectaire Equityholders immediately prior to the Effective Time;

“Proposals” are to the Business Combination Proposal, the Domestication Proposal, the Organizational Documents Proposals, the Director Election Proposal, the Stock Issuance Proposal, the Equity Incentive Plan Proposal and the Adjournment Proposal, collectively;

“Proposed Bylaws” are to the proposed bylaws of NewCo upon the effective date of the Domestication attached to this proxy statement/prospectus as Annex G;

“Proposed Certificate of Incorporation” are to the proposed certificate of incorporation of NewCo upon the effective date of the Domestication attached to this proxy statement/prospectus as Annex F;

“Proposed Organizational Documents” are to the Proposed Certificate of Incorporation and the Proposed Bylaws, collectively;

“Public Shareholders” are to holders of Public Shares, whether acquired in PCCT’s Initial Public Offering or acquired in the secondary market;

“Public Shares” are to the PCCT Class A Ordinary Shares (including those that underlie the PCCT Units) that were offered and sold by PCCT in its Initial Public Offering and registered pursuant to the IPO Registration Statement or the shares of NewCo Common Stock issued as a matter of law upon the conversion thereof at the time of the Domestication, as context requires;

“Public Warrants” are to the redeemable warrants (including those that underlie the PCCT Units) that were offered and sold by PCCT in its Initial Public Offering and registered pursuant to the IPO Registration Statement or the redeemable warrants of NewCo issued as a matter of law upon the conversion thereof at the time of the Domestication, as context requires;

“Redemption” are to each redemption of Public Shares for cash pursuant to the PCCT Governing Documents and the Proposed Organizational Documents;

“Registration Rights Agreement” are to the Amended and Restated Registration Rights Agreement to be entered into at Closing, by and among NewCo, the Sponsor, the other parties to the Sponsor Support Agreement and the Spectaire Stockholders;

“Requisite Spectaire Stockholders” are to the holders of Spectaire Capital Stock set forth on Spectaire’s disclosure letter;

“Sarbanes-Oxley Act” are to the Sarbanes-Oxley Act of 2002, as amended;

“SEC” are to the United States Securities and Exchange Commission;

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“Second Extension” are to the amendment approved by PCCT’s shareholders on April 27, 2023 to further extend the date by which PCCT must consummate its initial business combination from May 1, 2023 to November 1, 2023;

“Securities Act” are to the Securities Act of 1933, as amended;

“Special Meeting” are to the special meeting of shareholders of PCCT to be held at [●], on [●], 2023;

“Spectaire” are to Spectaire Inc. prior to the Business Combination;

“Spectaire Award Shares” are to a whole number of shares of NewCo Common Stock (rounded down to the nearest whole share) equal to the product of (i) the aggregate number of shares of Spectaire Common Stock subject to (a) each of the outstanding, unexercised Spectaire Options with an exercise price less than the Per Share Award Consideration as of immediately prior to the Effective Time and (b) outstanding Spectaire RSUs as of immediately prior to the Effective Time multiplied by (ii) the Exchange Ratio;

“Spectaire Capital Stock” are to shares of Spectaire Common Stock and shares of Spectaire Preferred Stock;

“Spectaire Common Stock” are to shares of Spectaire common stock, par value $0.0001 per share, including shares of Spectaire Restricted Shares;

“Spectaire Convertible Notes” are to the convertible promissory notes of Spectaire outstanding as of January 16, 2023;

“Spectaire Earnout Shares” are to those 7,500,000 additional shares of NewCo Common Stock which may be issued in three equal tranches upon the volume-weighted price per share of NewCo Common Stock equaling or exceeding $15.00, $20.00 or $25.00 for at least 20 trading days in any consecutive 30-day trading period within the five-year period following the Closing Date;

“Spectaire Incentive Plan” are to Spectaire’s 2022 Equity Incentive Plan, as amended from time to time;

“Spectaire Note Conversion” are to the agreement of each holder of Spectaire Convertible Notes to convert such holders’ aggregate outstanding amounts under their respective Spectaire Convertible Notes, including all principal and interest accrued thereon at the time of the conversion, into shares of Spectaire Common Stock;

“Spectaire Option” are to an option to purchase shares of the Spectaire Common Stock granted under the Spectaire Incentive Plan;

“Spectaire Preferred Conversion” are to the conversion of each share of Spectaire Preferred Stock into one share of Spectaire Common Stock, at the Effective Time;

“Spectaire Preferred Stock” are to the Series Seed Preferred Stock, par value $0.0001 per share, of Spectaire;

“Spectaire Restricted Share” are to any share of Spectaire Common Stock that is subject to vesting conditions and/or a risk of forfeiture;

“Spectaire RSU” are to a restricted stock unit relating to the Spectaire Common Stock granted under the Spectaire Incentive Plan;

“Spectaire Security Conversion” are to the Spectaire Note Conversion and the Spectaire Preferred Conversion, collectively;

“Spectaire Stockholders” are to the stockholders of Spectaire prior to the Closing;

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“Spectaire Stockholder Written Consent” are to the irrevocable written consent, pursuant to which, among other things, the Requisite Spectaire Stockholders adopted and approved the Merger Agreement and the transactions contemplated thereby;

“Sponsor” are to Perception Capital Partners II LLC, a Delaware limited liability company;

“Sponsor Support Agreement” are to that certain Support Agreement, dated as of January 16, 2023, by and among the Sponsor, the other parties listed on Schedule I of the Sponsor Support Agreement, PCCT and Spectaire, as amended or modified from time to time;

“Trust Account” are to the trust account established at the consummation of the Initial Public Offering at JP Morgan Chase Bank, N.A. and maintained by Continental, acting as trustee;

“Trust Agreement” are to the Investment Management Trust Agreement, dated October 27, 2021, by and between PCCT and Continental, as trustee; and

“Warrant Agreement” are to the Warrant Agreement, dated as of October 27, 2021, between PCCT and Continental.

Unless otherwise stated in this proxy statement/prospectus or the context otherwise requires, all references in this proxy statement/prospectus to PCCT Class A Ordinary Shares, shares of NewCo Common Stock or the Warrants include such securities underlying the PCCT Units.

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TRADEMARKS, TRADE NAMES AND SERVICE MARKS

This document contains references to trademarks, trade names, copyrights, products and service marks belonging to Spectaire and other entities. Solely for convenience, trademarks, trade names, copyrights, products and service marks referred to in this proxy statement/prospectus may appear without the ^®, M and SM symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks, trade names, copyrights, products and service marks. PCCT does not intend its use or display of other companies’ trademarks, trade names, copyrights, products and service marks to imply a relationship with, or endorsement or sponsorship of it by, any other companies.

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QUESTIONS AND ANSWERS

The following questions and answers below highlight only selected information from this proxy statement/prospectus and only briefly address some commonly asked questions about the Proposals to be presented at the Special Meeting, including with respect to the Business Combination. The following questions and answers may not include all the information that is important to PCCT shareholders. Shareholders are urged to read carefully this proxy statement/prospectus in its entirety, including the annexes attached hereto and the other documents referred to herein, to fully understand the Business Combination and the voting procedures for the Special Meeting.

QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION

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Upon consummation of the Domestication, PCCT will change its name to “Spectaire Holdings Inc.” and shares of NewCo Common Stock will be listed on Nasdaq under the symbol “SPEC.” The NewCo Common Stock will be the only outstanding class of common stock upon and following the consummation of the Business Combination. Furthermore, upon consummation of the Business Combination, the NewCo Warrants will be listed on Nasdaq under the symbol “SPECW.” The PCCT Units will not be traded on Nasdaq following consummation of the Business Combination and such units will automatically be separated into their component securities without any action needed to be taken on the part of the holders of such units. PCCT shareholders who do not elect to have their PCCT Class A Ordinary Shares redeemed need not deliver their PCCT Class A Ordinary Shares to PCCT or to PCCT’s transfer agent and such securities will remain outstanding.

At the Effective Time, all shares of Spectaire Common Stock issued and outstanding immediately prior to the Closing (after giving effect to the Spectaire Security Conversion, but excluding (i) shares subject to Spectaire Options and Spectaire RSUs, (ii) Spectaire Restricted Shares, (iii) any shares of Spectaire Common Stock held in the treasury of Spectaire, which treasury shares shall be canceled as part of the Merger and shall not constitute capital stock of Spectaire (“Treasury Shares”) and (iv) any shares of Spectaire Common Stock held by Spectaire Stockholders who have perfected and not withdrawn a demand for appraisal rights pursuant to the applicable provisions of the DGCL (“Dissenting Shares”)) will be canceled and converted into the right to receive a portion of the Aggregate Merger Consideration.

At the Effective Time, each Spectaire Option will convert into (1) an option to purchase shares of NewCo Common Stock upon substantially the same terms and conditions as are in effect with respect to the corresponding Spectaire Option immediately prior to the Effective Time, including with respect to vesting and termination-related provisions, with adjustments based on the Exchange Ratio; and (2) the right to receive its pro rata portion of the Spectaire Earnout Shares.

At the Effective Time, each Spectaire RSU will convert into (1) a restricted stock unit relating to shares of NewCo Common Stock upon substantially the same terms and conditions as are in effect with respect to such Spectaire RSU immediately prior to the Effective Time, including with respect to vesting and termination-related provisions, with adjustments based on the Exchange Ratio; and (2) the right to receive its pro rata portion of the Spectaire Earnout Shares.

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At the Effective Time, each Spectaire Restricted Share will convert into (1) an award of restricted shares of NewCo Common Stock upon substantially the same terms and conditions as are in effect with respect to such award of Spectaire Restricted Shares immediately prior to the Effective Time, including with respect to vesting and termination-related provisions, with adjustments based on the Exchange Ratio; and (2) the right to receive its pro rata portion of the Spectaire Earnout Shares. See the section entitled “The Merger Agreement—Merger Consideration; Conversion of Shares” for more information.

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The following table illustrates the effective underwriting fees per share for the Public Shares and for the shares of NewCo Common Stock following consummation of the Business Combination, in each of the above redemption scenarios:

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PCCT does not expect to have significant cumulative earnings and profits, if any, on the date of the Domestication.

Each U.S. Holder of PCCT Class A Ordinary Shares or Public Warrants should consult its tax advisor concerning the application of the PFIC rules, including the proposed Treasury Regulations, to the exchange of PCCT Class A Ordinary Shares and Public Warrants for NewCo Common Stock and NewCo Warrants pursuant to the Domestication.

Additionally, the Domestication may cause non-U.S. Holders (as defined in “U.S. Federal Income Tax Considerations”) to become subject to U.S. federal income withholding taxes on any amounts treated as dividends paid in respect of such non-U.S. Holder’s NewCo Common Stock after the Domestication.

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QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING

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PCCT will hold the Special Meeting to consider and vote upon the Proposals. Consummation of the Business Combination is conditioned on the approval of each of the Condition Precedent Proposals, subject to the terms of the Merger Agreement. If the Business Combination Proposal is not approved, the other Condition Precedent Proposals will not be presented to shareholders for a vote.

This proxy statement/prospectus contains important information about the Business Combination and the other matters to be acted upon at the Special Meeting. Shareholders should read this proxy statement/prospectus carefully, including the annexes and the other documents referred to herein.

The vote of shareholders is important. Shareholders are encouraged to vote as soon as possible after carefully reviewing this proxy statement/prospectus.

Based on its due diligence investigations of Spectaire and the industry in which they operate, including the financial and other information provided by Spectaire in the course of their negotiations in connection with the Merger Agreement, PCCT believes that the Business Combination with Spectaire is advisable and in the best interests of PCCT and its shareholders. See the section entitled “The Business Combination—The PCCT Board’s Reasons for Approval of the Merger.”

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Under the PCCT Governing Documents, the Merger may be consummated irrespective of whether such redemptions would cause PCCT’s net tangible assets to be less than $5,000,001 after giving to all holders of Public Shares that properly demand redemption of their shares their pro rata portion of cash held in the Trust Account.

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Any request for redemption, once made by a Public Shareholder, may be withdrawn at any time up to the time the vote is taken with respect to the Business Combination Proposal at the Special Meeting. If you deliver your Public Shares for redemption to PCCT’s transfer agent and later decide prior to such time not to elect redemption, you may request that PCCT’s transfer agent return the Public Shares (physically or electronically).

If a Public Shareholder properly makes a request for redemption and the Public Shares are delivered as described to PCCT’s transfer agent as described herein, then, if the Merger is consummated, PCCT will redeem those shares for a pro rata portion of funds deposited in the Trust Account. If you exercise your redemption rights, then you will be exchanging your Public Shares for cash and you will cease to have any rights as a PCCT shareholder (other than the right to receive the redemption amount) upon consummation of the Merger.

All holders considering exercising redemption rights should consult their tax advisors on the tax consequences to them of an exercise of redemption rights, including the applicability and effect of U.S. federal, state, local and non-U.S. tax laws.

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These funds will remain in the Trust Account, except for the withdrawal of interest to pay taxes, if any, until the earliest of (1) the completion of a business combination (including the Closing) and (2) the redemption of all of the Public Shares if PCCT is unable to complete a business combination by November 1, 2023 (or if such date is further extended at a duly called extraordinary general meeting, such later date) (the “Completion Window”), subject to applicable law.

After consummation of the Merger, the funds in the Trust Account will be used to pay holders of the Public Shares who exercise redemption rights, to pay fees and expenses incurred in connection with the Merger and for NewCo’s working capital and general corporate purposes.

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Given the interests described above, the Sponsor and its affiliates may earn a positive rate of return on their investment even if the NewCo Common Stock trades below the price initially paid for the PCCT Units in the Initial Public Offering and the Public Shareholders experience a negative rate of return following the completion of the Business Combination. Thus, the Sponsor and its affiliates may have more of an economic incentive for PCCT to, rather than liquidate if it fails to complete an initial business combination by the Completion Window, enter into an initial business combination on potentially less favorable terms with a potentially less favorable, riskier, weaker-performing or financially unstable business, or an entity lacking an established record of revenues or earnings, than would be the case if such parties had paid the full offering price for their Founder Shares.

The PCCT Board was aware of and considered these interests to the extent such interests existed at the time, among other matters, in approving the Merger Agreement and in recommending that the Business Combination be approved by the shareholders of PCCT. See the section entitled “The Business Combination—Interests of PCCT’s Directors and Executive Officers and the Sponsor and its Affiliates in the Business Combination.” The PCCT Board concluded that the Merger Agreement and the Business Combination are fair from a financial point of view to and in the best interests of PCCT and its shareholders. In view of the wide variety of factors considered by the PCCT Board in connection with its evaluation, negotiation and recommendation of the Business Combination and related transactions and the complexity of these matters, the PCCT Board did not consider it practical to, nor did it attempt to, quantify, rank or otherwise assign relative weights to the specific factors that it considered in reaching its decision. Rather, the PCCT Board based its evaluation, negotiation and recommendation of the Business Combination on the totality of the information presented to and considered by it. The PCCT Board evaluated the reasons described above with the assistance of PCCT’s outside advisors. In considering the factors described above and any other factors, individual members of the PCCT Board may have viewed factors differently or given different weights to other or different factors.

After careful consideration, the PCCT Board unanimously (i) declared the advisability of the Business Combination and the other transactions contemplated by the Merger Agreement and (ii) determined that the Business Combination and the other transactions contemplated by the Merger Agreement are in the best interests of PCCT and its shareholders.

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Under Nasdaq rules, brokers who hold shares in “street name” for a beneficial owner of those shares typically have the authority to vote in their discretion on “routine” proposals when they have not received instructions from beneficial owners. However, brokers are not permitted to exercise their voting discretion with respect to the approval of matters that Nasdaq determines to be “non-routine” without specific instructions from the beneficial owner. It is expected that all of the Proposals to be voted on at the Special Meeting are “non-routine” matters. Broker non-votes occur when a broker or nominee is not instructed by the beneficial owner of shares to vote on a particular proposal for which the broker does not have discretionary voting power.

If you are a PCCT shareholder holding your shares in “street name” and you do not instruct your broker, bank or other nominee on how to vote your shares, your broker, bank or other nominee will not vote your shares on any of the Condition Precedent Proposals.

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If you are a PCCT shareholder that attends the Special Meeting virtually and you fail to vote on the Business Combination Proposal, the Domestication Proposal, the Organizational Documents Proposal, the Director Election Proposal, the Equity Incentive Plan Proposal or the Stock Issuance Proposal, your failure to vote will have no effect on the Business Combination Proposal, the Domestication Proposal, the Organizational Documents Proposal, the Director Election Proposal, the Equity Incentive Plan Proposal or the Stock Issuance Proposal.

Simply attending the Special Meeting will not revoke your proxy. If you have instructed a broker, bank or other nominee to vote your PCCT Ordinary Shares, you must follow the directions you receive from your broker, bank or other nominee in order to change or revoke your vote.

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Morrow Sodali LLC

333 Ludlow St., 5^th Floor, South Tower

Stamford, Connecticut 06902

Shareholders may call toll free: (800) 662-5200

Banks and Brokers may call collect: (203) 658-9400

PCCT.info@investor.morrowsodali.com

You may also obtain additional information about PCCT from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.” If you are a holder of Public Shares and you intend to seek redemption of your Public Shares, you will need to deliver your shares (either physically or electronically) to PCCT’s transfer agent at the address below prior to the vote at the Special Meeting. If you have questions regarding the certification of your position or delivery of your shares, please contact:

Continental Stock Transfer & Trust Company

1 State Street 30^th Floor

New York, New York 10004

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