UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): September 624, 2024

PERCEPTION CAPITAL CORP. IV

(Exact name of registrant as specified in its charter)

Cayman Islands		001-41039		N/A
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

3109 W. 50th Street, #207

Minneapolis, MN 55410

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (952) 456-5300

Not Applicable

(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 of 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(s)	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant	RCFA.U	The New York Stock Exchange
Class A ordinary shares, par value $0.0001 par value	RCFA	The New York Stock Exchange
Redeemable warrants, each warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share	RCFA WS	The New York Stock Exchange

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.

OnEffective September 624, 2024, Perception Capital Corp. IV (the “Company”) ~~Board~~entered ofinto ~~Directors~~a ofCancellation ~~Perception~~Agreement (the “Cancellation Agreement”) with Blue Capital ~~Corp.~~Management IVPartners, LLP (“Blue Capital”) pursuant to which the Convertible Senior Secured Promissory Note Dated November 6, 2023 in the original principal amount of up to Two Million Dollars ($2,000,000) (the “~~Company~~Blue Capital Note”) ~~approved~~was cancelled. Prior to its cancellation, the ~~following~~Blue ~~material~~Capital Note ~~agreements:~~had been assigned by Blue Capital to Blue Perception Capital LLP (“Blue Perception”).

~~Warrant~~Concurrent ~~Exchange Agreement.~~with ~~Pursuant~~entering tointo the ~~terms~~Cancellation ofAgreement, the ~~Warrant~~Company entered ~~Exchange~~into ~~Agreement~~a bynew ~~and~~Convertible ~~between~~Preferred Note Dated September 24, 2024 in the ~~Company~~original ~~and~~principal ~~its~~amount ~~managing~~of ~~sponsor, Perception~~up ~~Capital~~to ~~Partners~~Two IVMillion ~~LLC~~Dollars ($2,000,000) with Blue Perception (the “~~Managing~~Blue ~~Sponsor~~Perception Note”). ~~pursuant~~The toBlue ~~which~~Perception ~~the~~Note ~~Managing~~bears ~~Sponsor~~no ~~agreed~~interest toand ~~exchange~~is repayable in full upon ~~its~~the ~~9,067,500~~earlier ~~private~~of ~~placement~~(i) ~~warrants,~~the ~~each~~date ~~warrant~~on ~~entitling~~which the ~~holder~~Company toconsummates ~~purchase~~a ~~one~~Business ~~Class~~Combination, A(ii) ~~ordinary~~the ~~share~~date of the ~~Company~~liquidation ~~at a~~of ~~per~~the ~~share~~Company ~~exercise~~and (iii) ~~price~~December of31, ~~$11~~2024.50 ~~after~~Concurrent ~~completion~~with ofthe anclosing ~~initial~~of ~~business~~the ~~combination~~Business ~~for~~Combination, anany ~~aggregate~~amounts ofoutstanding ~~755,625~~under ~~Class~~the ~~A Ordinary~~Blue ~~Shares~~Capital Note (~~the~~or ~~“Exchange~~any ~~Shares”~~portion thereof). ~~This~~will ~~equates~~automatically toconvert ainto ~~conversion ratio of one~~ Class A ordinary ~~share~~shares ~~for~~of ~~each~~the ~~12 Private~~Company, ~~Warrants~~par value $0.0001 ~~The~~per ~~Exchange~~share (“Class A Shares”) ~~shall~~at ~~rank~~a ~~pari~~conversion ~~passu~~price ~~with~~equal ~~the~~to ~~existing~~$1.00 ~~Ordinary~~per ~~Shares~~share, ~~other~~and ~~than~~RCF ~~that~~VII ~~the~~Sponsor ~~Exchange Shares~~LLC ~~shall not confer on~~ (the ~~holder~~“Former ~~thereof (i~~Sponsor”) ~~any~~will ~~right~~forfeit an toequal ~~receive~~number ~~funds~~of ~~from~~Class ~~the~~A ~~Trust~~Shares ~~Account~~that ~~(as~~it ~~such~~owns ~~term~~pursuant isto ~~defined in~~ the ~~Company’s~~ ~~articles~~terms of ~~association),~~the orSecurities ~~(ii)~~Purchase ~~any~~Agreement. ~~right~~Additionally, tofrom ~~vote~~the onclosing of athe ~~resolution to approve a~~ Business Combination ~~(as~~until ~~such~~the ~~term~~ date that is ~~defined~~eighteen in(18) ~~the~~months ~~Company’s~~after ~~articles~~such ofclosing, ~~association).~~Blue ~~The~~Perception ~~Exchange~~has ~~Shares~~the ~~will~~right beto ~~restricted~~purchase from ~~securities~~Perception ~~under~~Capital ~~the~~Partners ~~Securities Act~~IV ofLLC ~~1933,~~up asto ~~amended~~377,812.5 Class A ~~copy~~Shares, ofat ~~the~~a ~~Warrant~~per ~~Exchange~~share ~~Agreement~~price isof ~~filed as Exhibit 10.~~$1.20 ~~hereto~~per ~~and~~Class isA ~~incorporated herein by reference~~Share.

~~Preferred~~Under ~~Stock Purchase Agreement. Pursuant to~~ the ~~terms~~Blue ofPerception ~~the Preferred Stock Purchase Agreement~~Note, ~~the~~Blue ~~Company~~Perception ~~agreed~~will tofund ~~sell~~each ~~to BCMP Services Limited an aggregate~~ of ~~609,250 preference shares (~~the ~~“Preference Shares”) in two tranches for aggregate consideration of $700,000. The~~ ~~Preference~~following ~~Shares~~amounts ~~shall have no entitlement~~ to the ~~assets of the Trust Account, whether by way of interim distribution or as a distribution in respect of the winding of the~~ Company ~~or otherwise. The Preference Shares shall carry~~ no ~~right~~later tothan ~~vote on any resolution to approve a Business Combination. Each Preference Share shall automatically convert into 20 Class A Ordinary Shares on~~ the date ~~that~~set isforth 61 days after completion of the Company’s initial Business Combination. Except as described above and subject to the Company’s governing documents, the Preference Shares will carry the same rights and restrictions as, and shall rank pari passu in all respects with the existing Class A Ordinary Shares of the Company and the Preference Shares and the Class A Ordinary Shares shall vote together as a single class on all matters. A copy of the Preferred Stock Purchase Agreement is filed as Exhibit 10.2 hereto and is incorporated herein by reference.below:

a. Before the date of the Blue Perception Note, the Company received $1,275,739 in connection with the Blue Capital Note;

b. $50,000 on September 30, 2024;

c. $50,000 on October 15, 2024;

d. $312,130 on October 31, 2024;

e. $312,130 on November 29, 2024, provided, however, that the maximum amount of drawdowns outstanding under this Note may not exceed Two Million Dollars ($2,000,000) (such amount, the “Maximum Amount”).

If immediately prior to the closing of the Business Combination, the Maximum Amount has not yet been paid to the Company, Blue Perception shall have the right to pay any remaining amounts to the Company before the closing of the Business Combination.

The foregoing descriptions of the Cancellation Agreement and the Blue Perception Note do not purport to be complete and are qualified in their entirety by reference to the Cancellation Agreement and the Blue Perception Note, copies of which are attached hereto as Exhibits 10.1 and 10.2, respectively.

Item 1.02 Termination of a Material Definitive Agreement.

The disclosure set forth in Item 1.01 hereto regarding the Cancellation Agreement is incorporated by reference in this item to the extent required.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-balance Sheet Arrangement of a Registrant.

The information included in Item 1.01 regarding the Blue Perception Note is incorporated by reference in this item to the extent required.

Item 3.02. Unregistered Sales of Equity Securities.

The ~~disclosure~~information ~~set~~included ~~forth~~ in Item 1.01 regarding the Blue Perception Note is incorporated ~~herein~~ by reference in this item to the extent required. The Class A Shares that may be issued pursuant to the Blue Perception Note will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), and will be issued in reliance on the exemption from registration requirements thereof provided by Section 4(a)(2) of the Securities Act.

Pursuant to the Warrant Exchange Agreement, a total of 755,625 Exchange Shares will be issued in exchange for the cancellation of 9,067,500 Private Placement Warrants. There will not be any additional cash consideration. The Exchange Shares will be issued in reliance upon the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended (together with the related rules and regulations, the “Securities Act”).

On September 9, 2024, the first tranche of the sale of Preference Shares was closed. A total of 435,179 Preference Shares were issued in exchange for cash proceeds of $500,000. The Preference Shares were issued in reliance upon an exemption from registration provided by Rule 506(b) under the Securities Act.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Number		Exhibit Name
10.1		~~Warrant~~Cancellation ~~Exchange~~ Agreement
10.2		~~Preferred~~Blue ~~Stock~~Capital ~~Purchase Agreement~~Note
104		Cover Page Interactive Data File

SIGNATURE

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

Date: September 11, 2024	PERCEPTION CAPITAL CORP. IV
Date: September 30, 2024	PERCEPTION CAPITAL CORP. IV
	By:	/s/ Rick Gaenzle
	Name:	Rick Gaenzle
	Title:	Chief Executive Officer

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