Business Context and Reporting Period
This Form 8-K reports the consummation of the Initial Public Offering (IPO) and related private placements by Petra Acquisition, Inc. (not Revelation Biosciences, Inc., as indicated in the metadata). The primary reporting date is October 13, 2020, with subsequent over-allotment activity closing on October 16, 2020. The Company is a Special Purpose Acquisition Company (SPAC) incorporated in Delaware.
Key Financial Metrics
- Gross Proceeds (IPO): $70,000,000 from the sale of 7,000,000 Units at $10.00 per Unit.
- Gross Proceeds (Private Placement): $3,150,000 from the sale of 3,150,000 Private Placement Warrants at $1.00 per warrant.
- Over-Allotment Proceeds: $2,781,510 from 278,151 additional Units and $83,446 from 83,446 additional Private Warrants.
- Total Trust Account Balance: $73,509,325 deposited with J.P. Morgan Chase Bank, N.A.
- Warrant Exercise Price: $11.50 per share.
- Profit/Loss/Cash Flow: The filing text does not provide a clear value for operating profit, net income, or operating cash flow, as this is a transaction report rather than a periodic financial statement.
Material Changes
The Company transitioned from a private entity to a public company listed on The Nasdaq Stock Market LLC. This filing marks the initial capitalization of the Company, resulting in the establishment of a trust account holding approximately $73.5 million intended for a future business combination. No prior comparable period financial data is provided in this document.
Outlook, Risks, and Unusual Items
- Over-Allotment Exercise: Underwriters exercised the over-allotment option in part, resulting in the issuance of 278,151 additional Units.
- Founder Shares Forfeiture: Due to the partial exercise of the over-allotment option, 192,962 Founder Shares remain subject to forfeiture by the Sponsor as of October 16, 2020.
- Capital Structure: The Company issued Units consisting of one share of Common Stock and one-half of one redeemable Warrant.
- Emerging Growth Company: The registrant has elected to be treated as an emerging growth company.
Investor Verification Checklist
- Verify the final trust account balance of $73,509,325 against the audited balance sheet (Exhibit 99.1).
- Confirm the exact number of Founder Shares remaining subject to forfeiture (192,962) and the conditions for their release.
- Review the terms of the Private Placement Warrants to understand their liquidity and exercise restrictions compared to public warrants.
- Check the Company's status as an emerging growth company and any associated reporting exemptions.