UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Perception Capital Corp. II
(Name of Issuer)
Class A Ordinary share, $0.0001 par value
(Title of Class of Securities)
G7007D102
(CUSIP Number)
December 31, 2022
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| [ X ] Rule 13d-1(b) | |
| [ ] Rule 13d-1(c) | |
| [ ] Rule 13d-1(d) |
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP No. G7007D102
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Page 2 of 6 Pages | ||||
| 1 |
NAMES OF REPORTING PERSONS:
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| Meteora Capital, LLC | |||||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
| ||||
| (a) [ ] | |||||
| (b) [ ] | |||||
| 3 | SEC USE ONLY: | ||||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION:
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| Delaware | |||||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER:
0 | |||
| 6 |
SHARED VOTING POWER:
182,250 | ||||
| 7 |
SOLE DISPOSITIVE POWER:
0 | ||||
| 8 |
SHARED DISPOSITIVE POWER:
182,250 | ||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
| ||||
| 182,250 | |||||
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
| ||||
| [ ] | |||||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
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| 7.4% | |||||
| 12 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
| ||||
| IA | |||||
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CUSIP No. G7007D102
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Page 3 of 6 Pages | ||||
| 1 |
NAMES OF REPORTING PERSONS:
| ||||
| Vik Mittal | |||||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
| ||||
| (a) [ ] | |||||
| (b) [ ] | |||||
| 3 | SEC USE ONLY: | ||||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION:
| ||||
| United States | |||||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER:
0 | |||
| 6 |
SHARED VOTING POWER:
182,250 | ||||
| 7 |
SOLE DISPOSITIVE POWER:
0 | ||||
| 8 |
SHARED DISPOSITIVE POWER:
182,250 | ||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
| ||||
| 182,250 | |||||
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
| ||||
| [ ] | |||||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
| ||||
| 7.4% | |||||
| 12 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
| ||||
| IN | |||||
Page 4 of 6 Pages
| Item 1(a) | Name of Issuer: |
| Perception Capital Corp. II | |
| Item 1(b) | Address of Issuer’s Principal Executive Offices: |
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315 Lake Street East, Suite 301, Wayzata, MN 55391
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| Item 2(a) | Name of Person Filing: |
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This statement is filed by:
(i) Meteora Capital, LLC, a Delaware limited liability company (“Meteora Capital”) with respect to the ordinary shares (as defined in Item 2(d)) held by certain funds and managed accounts to which Meteora Capital serves as investment manager (collectively, the “Meteora Funds”); and
(ii) Vik Mittal, who serves as the Managing Member of Meteora Capital, with respect to the ordinary shares held by the Meteora Funds.
The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons."
The filing of this statement should not be construed as an admission that any of the Reporting Persons is, for the purposes of Section 13 of the Act, the beneficial owner of the ordinary shares reported herein. | |
| Item 2(b) | Address of Principal Business Office or, if none, Residence: |
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The address of the principal business office for each of the Reporting Persons is:
840 Park Drive East, Boca Raton, FL 33444 | |
| Item 2(c) | Citizenship: |
| Meteora Capital is a Delaware limited liability company. Vik Mittal is a United States citizen. | |
| Item 2(d) | Title of Class of Securities: |
| Class A Ordinary share, par value $0.0001 per share | |
| Item 2(e) | CUSIP Number: |
| G7007D102 | |
| Item 3. | If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: |
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(a) Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b) Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c) Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d) Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e) x An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E);
(f) An employee benefit plan or endowment fund in accordance with 240.13d-1(b)(1)(ii)(F);
(g) x A parent holding company or control person in accordance with 240.13d-1(b)(1)(ii)(G);
(h) A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);
(j) A non-U.S. institution in accordance with 240.13d-1(b)(1)(ii)(J);
(k) Group, in accordance with 240.13d-1(b)(1)(ii)(K).
If filing as a non-U.S. institution in accordance with 240.13d-1(b)(1)(ii)(J), please specify the type of institution: |
Page 5 of 6 Pages
| Item 4. | Ownership |
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The information required by Items 4(a) – (c) is set forth in Rows (5) – (11) of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
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| Item 5. | Ownership of Five Percent or Less of a Class. |
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If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following [ ]. | |
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
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Not applicable | |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
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Not applicable |
| Item 8. | Identification and Classification of Members of the Group. |
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Not applicable | |
| Item 9. | Notice of Dissolution of Group. |
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Not applicable | |
| Item 10. | Certifications. |
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By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect |
Exhibits
Page 6 of 6 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
February 16, 2023
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Meteora Capital, LLC
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| By: /s/ Vik Mittal | |
| Name: Vik Mittal | |
| Title: Managing Member | |
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Vik Mittal
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| By: /s/ Vik Mittal | |
| Name: Vik Mittal | |
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