Business Context and Reporting Period
This Form 8-K is filed by Petra Acquisition, Inc. (not Revelation Biosciences, Inc.) on October 12, 2021, reporting events occurring on October 8, 2021. Petra is a special purpose acquisition company (SPAC) listed on The Nasdaq Stock Market LLC. The filing details the results of a Special Meeting of Stockholders held to approve an extension of the deadline to consummate an initial business combination.
Key Financial Metrics and Liquidity
- Trust Account Balance: Approximately $48 million remaining after redemptions and the deposit of an initial contribution.
- Shares Outstanding: 6,553,562 shares of common stock issued and outstanding following redemptions.
- Founder Shares: 1,819,538 shares (not subject to redemption).
- Pro Rata Funds: Approximately $10.13 per public share.
- Redemptions: Stockholders elected to redeem an aggregate of 2,544,127 shares.
- Debt/Contribution: An initial loan contribution of $160,957 was deposited into the trust account by Pine Valley Investments, LLC (an affiliate of the sponsor).
Material Changes Versus Prior Period
The primary material change is the extension of the business combination deadline. Previously set for October 13, 2021, the deadline was extended to November 13, 2021. The company also secured options to further extend the deadline to December 13, 2021, and January 13, 2022. This extension was contingent upon stockholder approval and the deposit of additional funds into the trust account.
Guidance, Outlook, and Management Commentary
- Extension Mechanics: To facilitate the extension, Pine Valley Investments, LLC agreed to contribute approximately $0.034 per unredeemed public share as a loan for each 30-day extension period.
- Loan Terms: Contributions bear interest at 2.0% per month. Loans are repayable upon consummation of a business combination or forgiven if no combination occurs (except for funds held outside the Trust Account).
- Voting Results: Proposal 1 (Charter Amendment) was approved with 6,226,617 votes for, 38 against, and 39 abstentions. Proposal 2 (Adjournment) was not presented.
- Outlook: The company now has until November 13, 2021, to complete a merger, with potential extensions available subject to further contributions.
Important Facts for Investor Verification
- Verify the exact number of shares redeemed (2,544,127) and the resulting cash balance in the trust account ($48 million).
- Confirm the terms of the loan contributions from Pine Valley Investments, LLC, specifically the $0.034 per share rate and 2.0% monthly interest.
- Monitor the company's progress toward a business combination by the new deadline of November 13, 2021.
- Note that the filing explicitly states the registrant is Petra Acquisition, Inc., despite the metadata reference to Revelation Biosciences, Inc.