Item 5.02 Departure of Directors or Certain Officers? Election of Directors? Appointment of Certain Officers? Compensatory Arrangements of Certain Officers.

On November 18, 2022, Karrie Willis was appointed to the board of directors (the "Board") of Perception Capital Corp. II (the "Company"). The Board has determined that Ms. Willis is an independent director under applicable Securities and Exchange Commission and NASDAQ Stock Market rules.

In connection with her appointment to the Board, Perception Capital Partners II LLC, our sponsor, granted interests equivalent to 30,000 of our class B ordinary shares to Ms. Willis, and Ms. Willis entered into the following agreements with the Company:



    •   A joinder agreement to the letter agreement, dated November 18, 2022 (the
        "Joinder to the Letter Agreement"), pursuant to which Ms. Willis became a
        party to that certain letter agreement, dated October 27, 2021, between
        the Company, Perception Capital Partners II LLC, a Delaware limited
        liability company (the "Sponsor") and other insiders signatory thereto,
        wherein Ms. Willis has agreed to be bound by and comply with the
        provisions of that certain letter agreement applicable to insiders in the
        same manner as if Mr. Willis were an original signatory thereto and in
        such capacity as an insider therein.



    •   A joinder agreement to the registration rights agreement, dated November
        18, 2022 (the "Joinder to the Registration Rights Agreement"), pursuant
        to which Ms. Willis became a party to that certain registration rights
        agreement, dated October 27, 2021, between the Company, the Sponsor and
        the holders signatory thereto, wherein Ms. Willis has agreed to be bound
        by and comply with the provisions of that certain registration rights
        agreement in the same manner as if Ms. Willis had been an original party
        thereto.



    •   An indemnity agreement, dated November 18, 2022 (the "Indemnity
        Agreement"), between the Company and Ms. Willis, providing Ms. Willis
        contractual indemnification substantially in the form previously
        presented to the Board in addition to the indemnification provided for in
        the Company's amended and restated memorandum and articles of
        association.

The foregoing descriptions of the Joinder to the Letter Agreement, the Joinder to the Registration Rights Agreement and the Indemnity Agreement do not purport to be complete and are qualified in their entireties by reference to the Joinder to the Letter Agreement, the Joinder to the Registration Rights Agreement and the Indemnity Agreement, copies of which are attached hereto as Exhibits 10.1, 10.2 and 10.3, respectively, and are incorporated herein by reference.

Other than the foregoing, Ms. Willis is not party to any arrangement or understanding with any person pursuant to which she was appointed as a director, nor is she party to any transactions required to be disclosed under Item 404(a) of Regulation S-K involving the Company.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are filed with this Form 8-K:



Exhibit No.   Description of Exhibits

10.1            Joinder to the Letter Agreement, dated November 18, 2022, between the
              Company and Karrie Willis.

10.2            Joinder to the Registration Rights Agreement, dated November 18, 2022,
              between the Company and Karrie Willis.

10.3            Indemnity Agreement, dated November 18, 2022, between the Company and
              Karrie Willis.

104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document).

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