Sec Form 13D Filing - Gaenzle Rick filing for PERCEPTION CAPITAL CORP. III W (PFTAW) - 2023-08-01

Source of Funds (See Instructions)

WC

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

☐

Citizenship or Place of Organization

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With:

Sole Voting Power

–

Shared Voting Power

8,607,353⁽¹⁾

Sole Dispositive Power

–

Shared Dispositive Power

8,607,353⁽¹⁾

Aggregate Amount Beneficially Owned by Each reporting person

8,607,353

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐

Percent of Class Represented by Amount in Row (11)

24.9%⁽²⁾

Source of Funds (See Instructions)

WC

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

☐

Citizenship or Place of Organization

Virginia

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With:

Sole Voting Power

–

Shared Voting Power

8,607,353⁽¹⁾

Sole Dispositive Power

–

Shared Dispositive Power

8,607,353⁽¹⁾

Aggregate Amount Beneficially Owned by Each reporting person

8,607,353

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐

Percent of Class Represented by Amount in Row (11)

24.9%⁽²⁾

Type of reporting person (See Instructions)

CO

Source of Funds (See Instructions)

WC

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

☐

Citizenship or Place of Organization

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With:

Sole Voting Power

–

Shared Voting Power

8,607,353⁽¹⁾

Sole Dispositive Power

–

Shared Dispositive Power

8,607,353⁽¹⁾

Aggregate Amount Beneficially Owned by Each reporting person

8,607,353

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐

Percent of Class Represented by Amount in Row (11)

24.9%⁽²⁾

Type of reporting person (See Instructions)

IN

Source of Funds (See Instructions)

WC

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

☐

Citizenship or Place of Organization

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With:

Sole Voting Power

–

Shared Voting Power

–

Sole Dispositive Power

–

Shared Dispositive Power

–

Aggregate Amount Beneficially Owned by Each reporting person

–

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐

Percent of Class Represented by Amount in Row (11)

–

Type of reporting person (See Instructions)

IN

Source of Funds (See Instructions)

WC

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

☐

Citizenship or Place of Organization

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With:

Sole Voting Power

–

Shared Voting Power

–

Sole Dispositive Power

–

Shared Dispositive Power

–

Aggregate Amount Beneficially Owned by Each reporting person

–

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐

Percent of Class Represented by Amount in Row (11)

–

Type of reporting person (See Instructions)

IN

Source of Funds (See Instructions)

WC

Check if Disclosure of Legal Proceedings Is Required Pursua nt to Items 2(d) or 2(e)

☐

Citizenship or Place of Organization

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With:

Sole Voting Power

–

Shared Voting Power

–

Sole Dispositive Power

–

Shared Dispositive Power

–

Aggregate Amount Beneficially Owned by Each reporting person

–

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐

Percent of Class Represented by Amount in Row (11)

–

Type of reporting person (See Instructions)

IN

Source of Funds (See Instructions)

WC

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

☐

Citizenship or Place of Organization

Delaware

Number of

Shares

Benef icially

Owned by

Each

Reporting

Person With:

Sole Voting Power

–

Shared Voting Power

–

Sole Dispositive Power

–

Shared Dispositive Power

–

Aggregate Amount Beneficially Owned by Each reporting person

–

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐

Percent of Class Represented by Amount in Row (11)

–

Type of reporting person (See Instructions)

IN

Perception IIIA acquired the securities from PFTA I LP pursuant to a Securities Purchase Agreement dated July 12, 2023 (the “Purchase Agreement”) in a closing that occurred on July 21, 2023. The aggregate amount of funds expended to acquire the securities held by Perception IIIA was $1 and consisted of working capital.

The information set forth in Item 3, Item 5 and Item 6 are hereby incorporated by reference in its entirety.

The Reporting Persons purchased the securities for investment purposes. The intent of beneficial ownership of the Reporting Persons is to influence the policies of the Issuer and assert stockholders rights, with a goal of maximizing the value of the Issuer’s securities. Consistent with this purpose, the Reporting Persons may engage in communications with one or more officers of the Issuer and/or one or more members of the board of directors of the Issuer (the “Board”), and/or one or more representatives of the Issuer regarding the Issuer, including, but not limited to its business, management, operations, assets, capitalization, financial condition, governance, strategy and future plans. These discussions may include ideas that, if effectuated, may result in any of the following: a sale or transfer of a material amount of assets of the Issuer and/or changes in the Board of the Issuer.

The Reporting Persons may purchase, sell or transfer Issuer securities beneficially owned by them from time to time in public transactions depending on economic considerations and, subject to the below, the results of such communications. Any such transactions may be effected at any time or from time to time subject to any applicable limitations imposed on the sale of the securities by applicable law.

The information contained in Items 2, 3, 4 and 5 of this Schedule 13D is incorporated by reference herein.

On July 12, 2023 PFTA I LP and Perception IIIA entered into a Securities Purchase Agreement (the “Purchase Agreement”) pursuant to which it agreed to acquire up to 4,215,230 Class B Ordinary Shares and 4,392,123 Warrants. The transactions contemplated by the Purchase Agreement closed on July 21, 2023. As of the date of the closing, the Issuer implemented the following changes in management and the Board as required by the Purchase Agreement: (i) Mr. Gaenzle was appointed to serve as its Chief Executive Officer, Mr. Campbell was appointed to serve as its Chief Financial Officer, and Mr. Tan and Mr. Sheridan joined the Issuer as Co-Presidents; and (ii) each of Scott Honour, Mr. Gaenzle, R. Rudolph Reinfrank, Thomas J. Abood and Karrie Willis were appointed to fill vacancies on the Board, representing a change in a majority of the Issuer’s board of directors. Mr. Honour is also Perception IIIA’s President.

To the best knowledge of the Reporting Persons, except as set forth in this Schedule 13D and the exhibits hereto, there are no other contracts, arrangements, understandings or relationships (legal or otherwise), including, but not limited to, transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, between any Reporting Person, and any other person, with respect to any securities of the Issuer, including any securities pledged or otherwise subject to a contingency the occurrence of which would give another person voting power or investment power over such securities other than standard default and similar provisions contained in loan agreements.