Business Context and Reporting Period
This Form 8-K reports on events occurring on January 6, 2022, and filed on January 12, 2022, by Revelation Biosciences, Inc. (formerly Petra Acquisition, Inc.). The filing documents the consummation of a business combination, resulting in the company changing its name and adopting new corporate governance structures. The company is an emerging growth company incorporated in Delaware.
Key Financial Metrics
This filing is a current report regarding corporate governance and transaction approvals. It does not contain financial statements, revenue, profit, cash flow, margin, debt, or liquidity data. The filing text does not provide a clear value for any financial metrics.
Material Changes
- Corporate Name Change: The company officially changed its name from Petra Acquisition, Inc. to Revelation Biosciences, Inc.
- Corporate Structure: The company adopted an Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws effective January 10, 2022.
- Capitalization: Stockholders approved increasing authorized common stock to 101,000,000 shares and preferred stock to 5,000,000 shares.
- Merger Completion: Stockholders approved the Agreement and Plan of Merger, making the acquired entity a wholly-owned subsidiary.
Outlook, Risks, and Management Commentary
Management commentary is limited to the procedural approval of the business combination and the adoption of new bylaws consistent with a public operating company. The filing notes that the company removed charter provisions related to its former status as a blank check company. No specific financial guidance, risk factors, or contingencies are detailed in this specific document; investors are referred to the Proxy Statement/Prospectus for further details on the business combination and securities description.
Investor Verification Checklist
- Verify the final terms of the Merger Agreement and the resulting capital structure in the Proxy Statement/Prospectus.
- Confirm the trading symbols for the new securities: Common Stock (REVB), Units (REVBU), and Warrants (REVBW) on Nasdaq.
- Review the Amended and Restated Certificate of Incorporation (Exhibit 3.1) for specific changes to stockholder rights, including the elimination of written consent actions.
- Check the composition of the new Board of Directors elected for staggered terms through 2024.
- Examine the 2021 Equity Incentive Plan approved by stockholders for potential dilution impacts.