Item
2.01 Completion of Acquisition or Disposition of Assets.
The disclosure set forth in
the “Introductory Note” above is incorporated by reference into this Item 2.01.
As previously disclosed on
a Current Report on Form 8-K filed on January 12, 2022, Petra held a special meeting of stockholders on January 6, 2022 (the “Special
Meeting”) at which the stockholders of Petra considered and approved, among other matters, a proposal to adopt the Business
Combination Agreement and the transactions contemplated therein. On the Closing Date, the parties to the Business Combination Agreement
consummated the Transactions.
At the Closing, of the 10,500,000 shares of Common Stock constituting the
Merger Consideration, (i) an aggregate of 9,871,343 shares of Common Stock were issued in exchange for the Old Revelation stock outstanding
as of immediately prior to the Effective Time, (ii) 167,867 shares of Common Stock were reserved for issuance for Revelation Rollover
Warrants outstanding as of immediately prior to the Effective Time and (iii) 460,706 shares of Common Stock were reserved for issuance
for Revelation Rollover RSU’s outstanding as of immediately prior to the Effective Time.
Immediately after giving
effect to the Business Combination, there were 12,944,213 shares of Common Stock outstanding, and 1,294,421 shares of Common Stock reserved
for future issuance under the Equity Incentive Plan.
In connection with the Merger,
holders of 3,480,362 shares of Petra common stock exercised their right to redeem such shares for cash at a price of approximately $10.20
per share for payments in the aggregate of approximately $35.5 million. On the Closing Date, approximately $7.6 million was escrowed pursuant
to that certain Forward Share Purchase Agreement entered into by and between Petra and Meteora Special Opportunity Fund I, LP, a Delaware
limited partnership, and Meteora Capital Partners, LP, a Delaware limited partnership (collectively, “Meteora”) and
approximately $4.2 million was released to the Company.
The material terms and conditions
of the Business Combination Agreement and its December 16, 2021 proxy statement/prospectus (the “Proxy Statement/Prospectus”)
included in Petra’s Registration Statement on Form S-4 (File No. 333-259638), originally filed with the Securities and Exchange
Commission (“SEC”) on September 20, 2021, under the headings titled “Proposal No. 1 – The Business Combination
Proposal” beginning on page 102 thereto, and that information is incorporated herein by reference. The foregoing description
of the Forward Share Purchase Agreement does not purport to be complete and is qualified in its entirety by the text of the Forward Share
Purchase Agreement, which was filed as Exhibit 10.2 to a Current Report on Form 8-K filed with the SEC on December 23, 2021.
FORM 10 INFORMATION
Prior to the Closing, the
Company was a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”))
with no operations, and was formed as a vehicle to effect a business combination with one or more operating businesses.
Item 2.01(f) of Form 8-K states
that if the predecessor registrant was a “shell company” (as such term is defined in Rule 12b-2 under the Exchange Act), as
Petra was immediately before the Business Combination, then the registrant must disclose the information that would be required if the
registrant were filing a general form for registration of securities on Form 10. Accordingly, the Company, as the successor registrant
to Petra following the consummation of the Business Combination, is providing the information below that would be included in a Form 10
if the Company were to file a Form 10. Please note that the information provided below relates to the Company as the combined company
after the consummation of the Transactions unless otherwise specifically indicated or the context otherwise requires.
Cautionary Note Regarding Forward-Looking
Statements
The Company makes forward-looking
statements in this Current Report on Form 8-K and in documents incorporated herein by reference. Forward-looking statements relate to
expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters
that are not historical facts. These forward-looking statements include statements about future financial and operating results of the
Company; benefits of the Business Combination; statements about the plans, strategies and objectives of management for future operations
of the Company; statements regarding future performance; and other statements regarding the Business Combination. In some cases, you can
identify these forward-looking statements by the use of terminology such as “anticipate,” “believe,” “can,”
“contemplate,” “continue,” “could,” “estimate,” “expect,” “forecast,”
“intends,” “may,” “might,” “outlook,” “plan,” “possible,” “potential,”
“predict,” “project,” “seek,” “should,” “strive,” “target,” “will,”
“would” and the negative version of these words or other comparable words or phrases, but the absence of these words does
not mean that a statement is not forward-looking.
These forward-looking statements
involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or
performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties
include, but are not limited to, those factors described under the heading “Risk Factors” in the Proxy Statement/Prospectus.
Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary
in material respects from those projected in these forward-looking statements. There may be additional risks that we consider immaterial
or which are unknown. It is not possible to predict or identify all such risks. Readers are cautioned not to place undue reliance on forward-looking
statements because of the risks and uncertainties related to them and to the risk factors.
Forward-looking statements
are based on information available at the date such statements were made. The forward-looking statements in this Current Report on Form
8-K and in any document incorporated herein by reference should not be relied upon as representing the Company’s views as of any
subsequent date, and the Company does not undertake any obligation to update forward-looking statements to reflect events or circumstances
after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable
securities laws. There can be no assurance that future developments affecting us will be those that we have anticipated. We do not undertake
any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise,
except as may be required under applicable securities laws.
Please see the other risks
and uncertainties set forth in the Proxy Statement/Prospectus in the section titled “Risk Factors” beginning on page
38 of the Proxy Statement/Prospectus and incorporated herein by reference.
Business
The business of Petra prior
to the Business Combination is described in the Proxy Statement/Prospectus under the heading “Information About Petra”
beginning on page 139 thereto and that information is incorporated herein by reference. The business of New Revelation after the Business
Combination is described in the Proxy Statement/Prospectus beginning on page 155 under the heading “Information About Revelation”
and that information is incorporated herein by reference.
Properties
Our principal executive offices
are located at 4660 La Jolla Village Dr., Suite 100, San Diego, CA 92122, which are leased on a short-term basis. We also lease 2,140
square feet of laboratory space at 11011 Torreyana Road, Suite 102, San Diego, CA 92121.
Risk Factors
The risks associated with
New Revelation’s business are described in the Proxy Statement/Prospectus under the headings “Risk Factors” and
“Risks Related to Ownership of New Revelation Following the Business Combination” beginning on pages 38 and 72, respectively,
and that information is incorporated herein by reference.
Financial Information
Reference is made to the disclosure
set forth in Item 9.01 of this Current Report on Form 8-K concerning the financial information of the Company. Reference is further made
to the disclosures contained in the Proxy Statement/Prospectus under the headings “Index to Financial Statements,”
“Petra Acquisition, Inc. Audited Financial Statements,” “Petra Acquisition, Inc. Unaudited Financial Statements,”
“Revelation Biosciences, Inc. Audited Financial Statements,” “Revelation Biosciences, Inc. Unaudited Financial
Statements,” “Selected Historical Financial Information of Revelation,” “Selected Historical Financial
Information of Petra,” “Selected Unaudited Pro Forma Condensed Combined Financial Information,” “Comparative
Historical and Unaudited Pro Forma Combined per Share Financial Information,” “Management’s Discussion and Analysis
of Financial Condition and Results of Operations of Revelation,” and “Management’s Discussion and Analysis of
Results of Financial Condition and Results of Operations of Petra” beginning on pages F-1, F-2, F-21, F-37, F-52, 31, 32, 93,
36, 207 and 151, respectively, each of which is incorporated herein by reference.
Security Ownership of Certain Beneficial
Owners and Management
The following table sets forth
information regarding the beneficial ownership of our Common Stock as of the Closing Date, after giving effect to the Closing of the Transactions,
by:
|
|
●
|
each person known to be the beneficial owner of more than 5% of our outstanding Common Stock;
|
|
|
|
|
|
|
●
|
each of our executive officers and directors; and
|
|
|
|
|
|
|
●
|
all of our executive officers and directors as a group following the consummation of the Transactions.
|
Beneficial ownership is determined
according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses
sole or shared voting or investment power over that security. Under those rules, beneficial ownership includes securities that the individual
or entity has the right to acquire, such as through the vesting and issuance of RSU’s, within 60 days. Shares subject to RSU’s
that are currently vested, vesting or issuable within 60 days of the Closing Date are considered outstanding and beneficially owned by
the person holding such options for the purpose of computing the percentage ownership of that person but are not treated as outstanding
for the purpose of computing the percentage ownership of any other person. Unless otherwise indicated, New Revelation believes that the
persons and entities named in the table below have sole voting and investment power with respect to all shares shown as beneficially owned
by them. Unless otherwise noted, the business address of each of the directors and executive officers of New Revelation is 4660 La Jolla
Village Dr., Suite 100, San Diego, CA 92122.
The percentage of beneficial ownership
of New Revelation is calculated based on 12,944,213 shares of Common Stock outstanding
immediately after giving effect to the Transactions and do not take into account (i) the issuance of shares upon exercise of warrants
to purchase 10,679,464 shares of Common Stock currently outstanding and (ii) the issuance of 460,706 shares of Common Stock for outstanding
Rollover RSU’s.
|
|
|
Common Stock
|
|
|
Name and Address of Beneficial Owner
|
|
Share
Beneficially
Owned
|
|
|
% of
Outstanding
Shares of
Common Stock
|
|
|
Directors and Executive Officers(1):
|
|
|
|
|
|
|
|
|
|
James Rolke(2)
|
|
|
702,389
|
|
|
|
5.4
|
%
|
|
George Tidmarsh, M.D., Ph.D(3)
|
|
|
1,921,375
|
|
|
|
14.8
|
%
|
|
Jennifer Carver, BSN, MBA(4)
|
|
|
110,974
|
|
|
|
*
|
|
|
Jess Roper(5)
|
|
|
42,844
|
|
|
|
*
|
|
|
Curt LaBelle, MD(6)
|
|
|
21,422
|
|
|
|
*
|
|
|
Chester S. Zygmont, III(7)
|
|
|
689,488
|
|
|
|
5.3
|
%
|
|
All Directors and Executive Officers as a group (Six individuals)
|
|
|
3,488,492
|
|
|
|
26.6
|
%
|
|
Five Percent Holders:
|
|
|
|
|
|
|
|
|
|
AXA IM Prime Impact Fund(8)
|
|
|
1,958,984
|
|
|
|
15.1
|
%
|
|
Petra Investment Holdings, LLC(9)
|
|
|
1,769,538
|
|
|
|
13.7
|
%
|
|
LifeSci Venture Partners II, LP & Affiliates(10)
|
|
|
1,043,749
|
|
|
|
8.1
|
%
|
|
Monashee Solitario Fund LP (11)
|
|
|
915,569
|
|
|
|
7.1
|
%
|
|
|
(1)
|
Unless otherwise indicated, the business address of each of the individuals is c/o Revelation Biosciences,
Inc., 4660 La Jolla Village Dr., Suite 100, San Diego, CA 92122.
|
|
|
(2)
|
Consists of (i) 681,302 shares of Common Stock held directly by Mr. Rolke, (ii) 2,144 shares of
Common Stock held by Mr. Rolke’s spouse, and (iii) 18,943 shares of Common Stock from Rollover RSU’s vesting and
issuable within 60 days to Mr. Rolke.
|
|
|
(3)
|
Consists of (i) 1,473,335 shares of Common Stock held by George Tidmarsh, Trustee George Francis Tidmarsh
2021 Irrevocable Trust, (ii) 405,196 shares of Common Stock held directly by Dr. Tidmarsh, and (iii) 42,844 shares of Common stock from
Rollover RSU’s vesting and issuable within 60 days to Dr. Tidmarsh.
|
|
|
(4)
|
Consists of (i) 68,130 shares of Common Stock held directly by Ms. Carver and (ii) 42,844 shares of Common
stock from Rollover RSU’s vesting and issuable within 60 days to Ms. Carver.
|
|
|
(5)
|
Consists of 42,844 shares of Common stock from Rollover RSU’s vesting and issuable within 60
days to Mr. Roper.
|
|
|
(6)
|
Consists of 21,422 shares of Common stock from Rollover RSU’s vesting and issuable within 60
days to Dr. LaBelle.
|
|
|
(7)
|
Consists of (i) 463,285 shares of Common Stock held by The Zygmont Family Trust Dated October 25, 2016,
(ii) 218,017 shares of Common Stock held by Czeslaw Capital Fund, LLC, (iii) 2,144 shares held by Mr. Zygmont’s spouse, and (iv)
6,042 shares of Common stock from Rollover RSU’s vesting and issuable within 60 days to Mr. Zygmont.
|
|
|
(8)
|
AXA IM Prime Impact Master Fund ISCA SICAV-RAIF is managed by AXA Investment Managers UK Limited located
at 22 Bishopsgate, London EC2N 4BQ, United Kingdom. AXA IM PRIME IMPACT GP S.à r.l., 2-4, rue Eugène Ruppert, L-2453 Luxembourg,
is the general partner of the fund. Messrs. Paul Guillaume, Mirko Dietz, Arnold Spruit are the directors of both entities and collectively
make voting and investment decisions with respect to the shares owned.
|
|
|
(9)
|
Represents securities held by Petra Investment Holdings, LLC, our sponsor, of which Mr. Typaldos
and Mr. Fitzpatrick are each a member, with Mr. Typaldos owning 80% and Mr. Fitzpatrick owning 20%.
|
|
|
(10)
|
Consists of 412,722 shares held by Andrew McDonald, 256,021 shares held by Paul Yook, 214,245 shares held
by LifeSci Venture Partners II, LP, 136,260 shares held by Yehuda Rice.
|
|
|
(11)
|
Monashee Investment Management LLC is the investment advisor Monashee Solitario Fund LP. Jeff Muller may
be deemed to have shared voting and investment power of the shares held by the Monashee Solitario Fund LP. The address for Monashee Investment
Management LLC is 75 Park Plaza, 2nd Floor, Boston, MA 02116.
|
Directors and Executive Officers
Effective as of the Effective
Time, in connection with the Business Combination, the size of the Board was set at five members. George F. Tidmarsh MD, PhD, James Rolke,
Jennifer Carver, Jess Roper and Curt LaBelle MD, were appointed to serve as directors on the Board. Dr. LaBelle and Ms. Carver were appointed
to serve as the Class A directors, with terms expiring at the Company’s 2022 annual meeting. Messrs. Rolke and Roper were appointed
to serve as the Class B directors, with terms expiring at the Company’s 2023 annual meeting, and Dr. Tidmarsh was appointed to serve
as the Class C director, with a term expiring at the Company’s 2024 annual meeting.
New Revelation’s directors
and officers after the consummation of the Transactions are described in the Proxy Statement/Prospectus under the heading “Management
of New Revelation Biosciences After the Business Combination” beginning on page 203 and is incorporated herein by reference.
Committees of the Board
of Directors
Effective as of the Effective
Time, the Board appointed Mr. Roper, Dr. Tidmarsh and Ms. Carver to serve as members of the Audit Committee, with Mr. Roper to serve as
the Chairman of the Audit Committee. Effective as of the Effective Time, the Board appointed Drs. Tidmarsh and LaBelle and Mr. Roper to
serve as members of the Compensation Committee, with Dr. LaBelle to serve as the Chairman of the Compensation Committee. Effective as
of the Effective Time, the Board appointed Ms. Carver, and Drs. Tidmarsh and LaBelle to serve as members of the Nominating and Governance
Committee, with Ms. Carver to serve as the Chairman of the Nominating and Governance Committee.
Executive Compensation
Information about the executive
compensation of New Revelation’s executive officers is contained in the Proxy Statement/Prospectus beginning on page 200 under the
heading “Executive Officer and Director Compensation of Revelation” is incorporated herein by reference.
Certain Relationships and Related Transactions,
and Director Independence
Certain Relationships and
Related Transactions
Certain relationships and
related party transactions of the Company are described in the Proxy Statement/Prospectus beginning on page 243 under the heading “Certain
Relationships and Related Person Transactions” and that information is incorporated herein by reference.
Director Independence
The Board has determined that
each of the directors of the Company other than Mr. Rolke, qualify as independent directors, as defined under the listing rules of The
Nasdaq Stock Market LLC (the “Nasdaq listing rules”), and that the Board consists of a majority of “independent
directors,” as defined under the rules of the SEC and Nasdaq listing rules relating to director independence requirements.
Legal Proceedings
None.
Market Price of and Dividends on the Registrant’s
Common Equity and Related Stockholder Matters
Market Information and
Holders
Petra’s units, common
stock and public warrants were historically listed on the Nasdaq Capital Market under the symbols “PAICU,” “PAIC,”
and “PAICW,” respectively. On January 11, 2022, the Company’s Units, Common Stock and Warrants began trading on the
Nasdaq Capital Market under the new trading symbols REVBU, REVB and REVBW, respectively.
As of the Closing Date and following
the Closing of the Transactions, the Company had 21,136 units issued and outstanding held of record by one holder, 12,923,077 shares of
Common Stock issued and outstanding held of record by 154 holders, and 10,490,461 warrants outstanding held of record by two holders.
Dividends
The Company has not paid any
cash dividends on shares of Petra common stock to date. The Company does not anticipate paying any cash dividends in the foreseeable future.
Any decision to declare and pay dividends in the future will be made at the sole discretion of the Board and will depend on, among other
things, the Company’s results of operations, cash requirements, financial condition, contractual restrictions and other factors
that the Board may deem relevant.
Description of Registrant’s Securities
to be Registered
The disclosure contained in
the Proxy Statement/Prospectus beginning on page 221 under the heading “Description of New Revelation’s Securities After
the Business Combination” is incorporated herein by reference.
Financial Statements and Supplementary Data
The information set forth
under Item 9.01 of this Current Report on Form 8-K is incorporated herein by reference.
Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure.
None.