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): ~~August~~December 265, 2024

PERCEPTION CAPITAL CORP. III

(Exact name of registrant as specified in its charter)

Cayman Islands		001-40639		98-1592069
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification Number)

3109 W 50^th 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 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On ~~August~~ 26December 5, 2024, Perception Capital Corp. III (the “Company”) received ~~written~~a notice ~~(the~~that ~~“Notice”) from~~ the ~~Listing~~ ~~Qualifications Department of The~~ Nasdaq ~~Stock~~Hearings ~~Market~~Panel ~~LLC~~has ~~(“Nasdaq”)~~determined ~~indicating~~to ~~that~~delist the Company ~~is delinquent in filing~~’s ~~its~~Class ~~Quarterly~~A ~~Report~~Ordinary ~~on Form 10-Q for the period ended June 30~~Shares, ~~2024 (the “Form 10-Q”)~~units, ~~which~~and ~~may~~warrants ~~serve as an additional basis for the delisting of the Company’s securities~~ from ~~Nasdaq.~~The ~~As a result, the Company was not in compliance with~~ Nasdaq ~~Listing~~Stock ~~Rule 5250(c)(1),~~Market ~~which requires listed companies to timely file all required periodic financial reports with the U.S. Securities and Exchange Commission~~ (~~the~~ “~~SEC~~Nasdaq”). ~~The~~due ~~Company~~to ~~previously~~its ~~filed~~failure ato ~~Form~~comply ~~12b-25~~ with the ~~SEC on August 15, 2024, disclosing that it was~~ ~~unable~~terms toof ~~file~~ the ~~Form~~Panel ~~10-Q~~decision ~~within~~dated ~~the~~September ~~prescribed time period without unreasonable effort or expense. Under Nasdaq rules~~17, a2024 ~~company that receives a delist determination for delinquency, can request an appeal to a Nasdaq Hearings Panel~~ (the “~~Hearings Panel~~Decision”)~~. A~~, ~~request~~and ~~for~~that atrading ~~hearing~~in ~~regarding a delinquent filing will stay~~ the ~~suspension of the~~ Company’s securities will ~~for~~be asuspended ~~period~~at ~~of 15 days from~~ the ~~date~~open of ~~the~~trading ~~request.~~on ~~Since~~December ~~the Company is already before a Hearings Panel for its failure to achieve a business combination in 36 months~~9, ~~the Notice provided that the Company has until September 3,~~ 2024 ~~to request a stay of the suspension, pending a Hearing Panels decision~~.

OnThe Decision had granted the ~~August~~Company’s 28request for an exception to Nasdaq IM-5101-2, ~~2024~~which requires that a special purpose acquisition company complete one or more business combinations within 36 months of the effectiveness of its registration statement in connection with its initial public offering, in order to allow the Company ~~filed~~to ~~the~~complete ~~Form~~its ~~10-Q~~previously ~~with~~announced business combination. The Decision had required the ~~SEC~~Company to, ~~therefore~~among other things, ~~curing~~complete a business combination on or before December 2, 2024, and evidence compliance with the ~~deficiency~~requirements ~~outlined~~of inNasdaq Listing Rule 5505, however, the ~~Notice~~Company was unable to complete a business combination prior to such deadline.

AsNasdaq will complete the delisting ~~required~~by ~~under~~filing ~~Nasdaq~~a ~~Listing~~Form ~~Rule~~25 ~~5810(b),~~Notification ~~the~~of ~~Company~~Delisting ~~issued~~with athe ~~press~~U.S. ~~release~~Securities onand ~~August~~Exchange 28Commission, ~~2024,~~after ~~announcing~~applicable ~~that~~appeal itperiods ~~had~~have ~~received~~lapsed. Although the ~~Notice.~~ ACompany ~~copy~~may ofrequest ~~this~~that ~~press~~the ~~release~~Nasdaq isListing ~~attached~~and asHearing ~~Exhibit~~Review ~~99.1~~Council toreview this ~~Form~~Decision, ~~8-K~~it does not intend to do so.

~~Item 9.01. Financial Statements and Exhibits~~1

~~(d) Exhibits:~~SIGNATURES

Exhibit No.		Description
99.1		Press Release dated August 28, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: December 12, 2024	PERCEPTION CAPITAL CORP. III

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

~~SIGNATURES~~2

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: August 28, 2024	PERCEPTION CAPITAL CORP. III
	By:	/s/ Rick Gaenzle
	Name:	Rick Gaenzle
	Title:	Chief Executive Officer

Filing Compare · Perception Capital Corp. III