Business Context and Reporting Period
This Form 8-K reports on events occurring on October 7, 2020, and October 13, 2020, regarding Petra Acquisition, Inc. (PAIC), a Delaware corporation and emerging growth company. The filing documents the effectiveness of the Registration Statement for its Initial Public Offering (IPO) and the subsequent closing of the transaction. The company is a special purpose acquisition company (SPAC) focused on the life sciences sector.
Key Financial Metrics and Capital Structure
- IPO Gross Proceeds: $70,000,000 from the sale of 7,000,000 Units at $10.00 per Unit.
- Private Placement Proceeds: $3,150,000 from the sale of 3,150,000 Private Placement Warrants to the Sponsor at $1.00 per warrant.
- Total Capital Raised: $73,150,000.
- Over-Allotment Option: Underwriters granted a 45-day option to purchase up to 1,050,000 additional Units at $10.00 per Unit.
- Warrant Exercise Price: $11.50 per share.
- Operating Metrics: The filing does not provide revenue, profit, cash flow, or margin data as the company is a pre-revenue SPAC.
Material Changes and Corporate Actions
- Securities Listing: Units (PAICU), Common Stock (PAIC), and Warrants (PAICW) are registered on The Nasdaq Stock Market LLC.
- Corporate Governance: Filed a Second Amended and Restated Certificate of Incorporation with the State of Delaware effective October 7, 2020.
- Agreements Executed: Entered into Underwriting, Warrant, Investment Management Trust, Escrow, Registration Rights, and Business Combination Marketing agreements.
Outlook, Risks, and Management Commentary
The filing indicates the company has raised funds to be held in a trust account pending a business combination. Management commentary is limited to the announcement of the IPO pricing and closing via press releases attached as exhibits. The filing does not contain specific forward-looking guidance regarding a target acquisition, nor does it detail specific risks beyond standard disclosures referenced in the Registration Statement and final prospectus.
Investor Verification Checklist
- Verify the final prospectus (dated October 7, 2020) for detailed terms of the Second Amended and Restated Certificate of Incorporation.
- Confirm the status of the 45-day over-allotment option and whether it was exercised.
- Review the Investment Management Trust Agreement (Exhibit 10.1) to understand the terms of the trust account holding the IPO proceeds.
- Examine the Underwriting Agreement (Exhibit 1.1) for details on underwriting discounts and commissions not explicitly stated in the summary text.
- Check for any subsequent filings regarding the selection of a target business combination.