UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 2428, 2024

PERCEPTION CAPITAL CORP. III

(Exact name of registrant as specified in its charter)

Cayman Islands		001-40639		98-1592069
(State or other jurisdiction ofincorporation or organization)		(~~Commission~~CommissionFile ~~File~~ Number)		(I.R.S. EmployerIdentification Number)

3109 W 50th St, #207Minneapolis, MN		55410
3109 W 50th St, #207 Minneapolis, MN		55410
(Address of principal executive offices)		(Zip Code)

(212) 380-5605
Registrant’s telephone number, including area code

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☒☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class:	Trading Symbol:	Name of Each Exchange on Which Registered:
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-third of one redeemable warrant	PFTAU	The NASDAQ Stock Market LLC
Class A ordinary shares included as part of the units	PFTA	The NASDAQ Stock Market LLC
Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50	PFTAW	The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01.

Entry into a Material Definitive Agreement.

As previously reported, during June 2024, Perception Capital Corp. III (the “Company”) and Perception Capital Partners IIIA LLC (the “Sponsor”) entered into one or more agreements (“Non-Redemption Agreements”) with one or more third parties in exchange for them agreeing not to redeem shares of the Company’s Class A ordinary shares, par value $0.0001 per share, of the Company (“Class A Ordinary Shares”), sold in its initial public offering (“Non-Redeemed Shares”) at the extraordinary general meeting in lieu of an annual meeting called by the Company (the “Extraordinary General Meeting”) to approve an extension of time for the Company to consummate an initial business combination from July 23, 2024 to April 23, 2025, or such earlier date as may be determined by the Company’s board of directors to be in the best interests of the Company (such later date, the “Extended Date”). In exchange for the foregoing commitments not to redeem such shares, (i) the Company has agreed to allocate to such investors an aggregate of 238,400 Class A Ordinary Shares for the first six months and then 47,680 Class A Ordinary Shares per month for each additional month (the “Promote Shares”) and (ii) the Sponsor has agreed to surrender and forfeit to the Company for no consideration a number of Class B ordinary shares, par value $0.0001 per share, of the Company (the “Class B Ordinary Shares”) equal to the number of Promote Shares upon closing of the initial business combination if they continue to hold such Non-Redeemed Shares through the Extraordinary General Meeting. The foregoing summary of the Non-Redemption Agreement does not purport to be complete and is qualified in its entirety by reference to the form of Non-Redemption Agreement previously filed by the Company as Exhibit 10.1 to the Current Report on Form 8-K dated June 21, 2024 and incorporated herein by reference.

Item 5.03.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On June 28, 2024, the Company’s shareholders approved an amendment to the Company’s Amended and Restated Memorandum and Articles of Association (the “Second Extension Amendment”), to extend the date by which the Company has to consummate a business combination from July 23, 2024 to the Extended Date, which became effective upon the approval by the Company’s shareholders thereof. A copy of the Second Extension Amendment is attached as Exhibit 3.1 hereto and is incorporated by reference herein.

Item 5.07.

Submission of Matters to a Vote of Security Holders.

On June 28, 2024, the Company held the Extraordinary General Meeting. On June 10, 2024, the record date for the Extraordinary General Meeting, there were 3,910,370 Class A Ordinary Shares and 6,477,845 Class B Ordinary Shares entitled to be voted at the Extraordinary General Meeting. At the Extraordinary General Meeting, 1,660,494 Class A Ordinary Shares and 6,467,845 Class B Ordinary Shares, voting together as a class, or 78.25% of the shares entitled to vote at the Extraordinary General Meeting were represented in person or by proxy.

Second Extension Amendment

The shareholders approved the Second Extension Amendment to extend the date by which the Company has to consummate a business combination from July 23, 2024 to the Extended Date. The voting results were as follows:

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
7,484,724		643,615		0		0

Item 8.01.

Other Events.

OnIn ~~June~~connection ~~18,~~with ~~2024,~~the ~~Perception Capital~~votes ~~Corp.~~to ~~III~~approve (the ~~“Company”)~~proposal ~~filed~~above, ~~a definitive proxy statement on Schedule 14A (~~the ~~“Proxy~~holders ~~Statement”) for the purposes~~ of ~~calling~~2,287,870 anClass ~~extraordinary~~A ~~general~~Ordinary ~~meeting~~Shares ~~in lieu~~ of ~~annual meeting of~~ the Company’s ~~shareholders~~properly ~~(the~~exercised ~~“Meeting”) to~~their ~~approve,~~right ~~among other proposals, an amendment~~ to ~~the~~redeem their ~~Company’s~~shares ~~amended~~for ~~and~~cash ~~restated~~at ~~memorandum~~a ~~and~~redemption ~~articles~~price of ~~association~~approximately ~~(the “Second~~$10.89 ~~Extension~~per ~~Amendment”)~~share, tofor ~~extend the date by which it has to consummate~~ an ~~initial~~aggregate ~~business~~redemption ~~combination~~amount ~~from~~of ~~July~~approximately ~~23,~~$24.9 ~~2024 to April 23~~million, ~~2025,~~leaving orapproximately ~~such~~$17.7 ~~earlier~~million ~~date as is determined by the Company’s board of directors to be~~ in the ~~best~~trust ~~interests of the Company (the “Second Extension,” such proposal, the “Second Extension Amendment Proposal”)~~account.

In connection with the implementation of the Second Extension Amendment, ~~Perception Capital Partners IIIA LLC (~~ the “Sponsor”) and ~~other~~PFTA ~~holders~~1 ~~of Class B ordinary shares~~LP, ~~par value $0.0001 per share of~~ the ~~Company~~former ~~(“Class B ordinary shares”)~~sponsor, are expected to convert ~~all~~an oraggregate ~~substantially all~~ of ~~their~~ 6,322,845 Class B ~~ordinary~~Ordinary ~~shares~~Shares into ~~Class A ordinary shares~~6, ~~par value $0.0001 per share~~322,845 ofClass ~~the~~A ~~Company~~Ordinary Shares (the “Class B Conversion”). The Class B Conversion is expected to be effected prior to the redemption of the public shares in connection with the implementation of the Second Extension Amendment.

~~Forward-Looking Statements~~1

~~This Current~~Item ~~Report on Form 8-K includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended~~9. Certain of these forward-looking statements can be identified by the use of words such as “believes,” “expects,” “intends,” “plans,” “estimates,” “assumes,” “may,” “should,” “will,” “seeks,” or other similar expressions01. ~~Such~~Financial ~~statements~~Statements ~~may include, but are not limited to, statements regarding the Company’s expectations to effect the Class B Conversion~~ and ~~the timing of such conversion~~Exhibits. Forward-looking statements are statements that are not historical facts. Such forward-looking statements are subject to risks and uncertainties, which could cause actual results to differ from the forward-looking statements. Factors that may cause such differences include, without limitation, stockholder approval of the Second Extension Amendment Proposal at the Meeting, the Company’s inability to complete an initial business combination within the required time period, the Sponsor’s inability to effect the Class B Conversion, the amount of funds that may be available in the Company’s trust account following the Second Extension, if the Second Extension Amendment Proposal is approved, and other risks and uncertainties indicated from time to time in filings with the Securities and Exchange Commission (“SEC”), including the Proxy Statement and the Company’s most recent Annual Report on Form 10-K and other documents filed with the U.S. Securities and Exchange Commission (the “SEC”). Copies of such filings are available on the SEC’s website at www.sec.gov. The Company does not assume any obligation to update or revise any such forward-looking statements, whether as the result of new developments or otherwise. Readers are cautioned not to put undue reliance on forward-looking statements.

~~Additional~~(d) ~~Information and Where to Find It~~Exhibits.

Further information related to attendance, voting and the proposals to be considered and voted on at the Meeting is described in the Proxy Statement, which has been mailed to the Company’s shareholders of record as of the record date for the Meeting. Investors and security holders of the Company are advised to read the Proxy Statement because it contains important information about the Meeting and the Company. Investors and security holders of the Company may also obtain a copy of the Proxy Statement, as well as other relevant documents that have been or will be filed by the Company with the SEC, without charge and once available, at the SEC’s website at www.sec.gov or by directing a request to: Perception Capital Corp. III, 3109 W. 50th Street, #207, Minneapolis, MN 55410, Attention: Chief Executive Officer.

Exhibit No.		Description
3.1		Amendment to the Amended and Restated Memorandum and Articles of Association of Perception Capital Corp. III.
10.1		Form of Non-Redemption Agreement (incorporated by reference to Exhibit 10.1 in the Registrant’s Current Report on Form 8-K filed on June 21, 2024).
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

Participants in the Solicitation

The Company and its directors and executive officers and other persons may be deemed to be participants in the solicitation of proxies from the Company’s shareholders in respect of the proposals to be considered and voted on at the Meeting. Information concerning the interests of the directors and executive officers of the Company is set forth in the Proxy Statement, which may be obtained free of charge from the sources indicated above.

No Offer or Solicitation

This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or pursuant to an exemption therefrom.

~~SIGNATURES~~SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: June 24, 2024	PERCEPTION CAPITAL CORP. III
	By:	/s/ Rick Gaenzle
	Name:	Rick Gaenzle
	Title:	Chief Executive Officer

Perception Capital Corp. III

By:	/s/ Rick Gaenzle
	Name:	Rick Gaenzle
	Title:	Chief Executive Officer

Date: July 5, 2024

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