[PART I. FINANCIAL INFORMATION](index=4&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) [Financial Statements](index=4&type=section&id=ITEM%201.%20Financial%20Statements) The company presents its unaudited condensed financial statements and notes for the period ending September 30, 2021 [Condensed Balance Sheets](index=4&type=section&id=Condensed%20Balance%20Sheets) The balance sheet shows a slight decrease in total assets and an increase in liabilities, resulting in a larger stockholder's deficit Condensed Balance Sheet Highlights (Unaudited) | | September 30, 2021 | December 31, 2020 (As Restated) | | :--- | :--- | :--- | | **Assets** | | | | Cash held in Trust Account | $73,516,414 | $73,510,915 | | Total assets | $73,555,497 | $74,162,206 | | **Liabilities & Stockholder's Deficit** | | | | Warrant liability | $2,143,416 | $3,399,878 | | Total liabilities | $6,648,789 | $6,344,910 | | Common stock subject to possible redemption | $73,509,325 | $73,509,325 | | Total stockholder's deficit | $(6,602,617) | $(5,692,029) | [Condensed Statements of Operations](index=5&type=section&id=Condensed%20Statements%20of%20Operations) The company reports a net loss for the third quarter and nine-month period, driven by general and administrative expenses Condensed Statements of Operations Highlights (Unaudited) | | Three Months Ended Sep 30, 2021 | Nine Months Ended Sep 30, 2021 | | :--- | :--- | :--- | | General and administrative expenses | $844,531 | $2,155,418 | | Loss from operations | $(844,531) | $(2,155,418) | | Change in fair value of warrant liability | $85,040 | $1,256,462 | | **Net loss** | **$(757,638)** | **$(910,588)** | | Basic and diluted net loss per common share | $(0.42) | $(0.50) | [Condensed Statements of Changes in Stockholders' Deficit](index=6&type=section&id=Condensed%20Statements%20of%20Changes%20in%20Stockholders'%20Deficit) The stockholder's deficit increased during the nine-month period primarily due to the net loss incurred - The total stockholder's deficit grew from **$(5,692,029)** at the beginning of the year to **$(6,602,617)** by the end of Q3 2021, driven by the cumulative net loss for the period[15](index=15&type=chunk) [Condensed Statements of Cash Flows](index=7&type=section&id=Condensed%20Statements%20of%20Cash%20Flows) The company experienced a net cash outflow from operations, partially offset by cash provided from investing activities Cash Flow Summary for Nine Months Ended September 30, 2021 (Unaudited) | Cash Flow Activity | Amount | | :--- | :--- | | Net cash used in operating activities | $(499,916) | | Net cash used in investing activities | $488,182 | | Net change in cash | $(11,734) | [Notes to Condensed Financial Statements](index=8&type=section&id=Notes%20to%20Condensed%20Financial%20Statements) The notes detail the company's SPAC status, a pending merger, and the accounting treatment for warrant liabilities - The company is a special purpose acquisition company (SPAC) formed to enter into a business combination, with all activity to date relating to its formation, IPO, and search for a target[21](index=21&type=chunk)[22](index=22&type=chunk) - On August 29, 2021, the company entered into an Agreement and Plan of Merger with Revelation Biosciences, Inc, which will be treated as a **reverse recapitalization** upon closing[73](index=73&type=chunk)[74](index=74&type=chunk) - The company classifies its Private Warrants as a derivative liability, re-measured to fair value each period, resulting in a **gain of $1,256,462** for the nine months ended September 30, 2021[47](index=47&type=chunk)[64](index=64&type=chunk)[87](index=87&type=chunk) - Subsequent to the quarter end, stockholders approved an amendment to **extend the business combination deadline** from October 13, 2021, to November 13, 2021[91](index=91&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=20&type=section&id=ITEM%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's SPAC operations, results driven by administrative costs, and liquidity from IPO proceeds - The company's activities are limited to its formation, IPO, and identifying a target, with a **definitive merger agreement signed** with Revelation Biosciences, Inc[96](index=96&type=chunk)[97](index=97&type=chunk)[99](index=99&type=chunk) Results of Operations Summary | Period | Net Loss | Key Drivers | | :--- | :--- | :--- | | Three months ended Sep 30, 2021 | $757,638 | G&A expenses of $844,531, offset by a $85,040 gain on warrant liability fair value | | Nine months ended Sep 30, 2021 | $910,588 | G&A expenses of $2,155,418, offset by a $1,256,462 gain on warrant liability fair value | - As of September 30, 2021, the company had **$73,514,561 held in its Trust Account** intended for acquiring a target business[107](index=107&type=chunk)[108](index=108&type=chunk) - The company has no off-balance sheet arrangements, with its primary contractual obligation being a **deferred underwriting fee** payable upon a Business Combination[112](index=112&type=chunk)[113](index=113&type=chunk) [Quantitative and Qualitative Disclosures about Market Risk](index=24&type=section&id=ITEM%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) The company reports no material market or interest rate risk due to its investment strategy for funds held in trust - The company's exposure to market and interest rate risk is considered **immaterial** as Trust Account funds are invested in short-term U.S. government treasury securities[118](index=118&type=chunk) [Controls and Procedures](index=24&type=section&id=ITEM%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls were ineffective due to a material weakness in accounting for warrants - Management concluded that disclosure controls and procedures were **not effective** as of September 30, 2021, due to a material weakness[120](index=120&type=chunk) - The material weakness stems from the need to **restate financial statements** to reclassify warrants as liabilities, a complex accounting issue[120](index=120&type=chunk) - A **remediation plan** is in place to enhance access to accounting literature and increase communication with third-party professionals[121](index=121&type=chunk) [PART II. OTHER INFORMATION](index=25&type=section&id=PART%20II.%20OTHER%20INFORMATION) [Legal Proceedings](index=25&type=section&id=ITEM%201.%20Legal%20Proceedings) The company is not currently involved in any legal proceedings - As of the reporting date, there are **no pending legal proceedings** involving the company[123](index=123&type=chunk) [Risk Factors](index=25&type=section&id=ITEM%201A.%20Risk%20Factors) There have been no material changes to the company's previously disclosed risk factors - **No material changes** have occurred to the risk factors previously disclosed in the company's Form 10-K/A filed on June 16, 2021[124](index=124&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=25&type=section&id=ITEM%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section details the issuance of unregistered securities and the allocation of IPO proceeds to the trust account - The company issued Founder Shares and Private Warrants to its Sponsor in transactions **exempt from registration** under Section 4(a)(2) of the Securities Act[125](index=125&type=chunk)[127](index=127&type=chunk) - The IPO and over-allotment option generated total gross proceeds of **$72,781,510**[126](index=126&type=chunk) - Of the gross proceeds from the IPO and private placements, **$73,509,325 was deposited into a trust account**[129](index=129&type=chunk) [Defaults Upon Senior Securities](index=26&type=section&id=ITEM%203.%20Defaults%20Upon%20Senior%20Securities) The company reports no defaults upon its senior securities - None[131](index=131&type=chunk) [Mine Safety Disclosures](index=26&type=section&id=ITEM%204.%20Mine%20Safety%20Disclosures) This disclosure requirement is not applicable to the company - Not applicable[132](index=132&type=chunk) [Other Information](index=26&type=section&id=ITEM%205.%20Other%20Information) The company reports no other material information for this period - None[133](index=133&type=chunk) [Exhibits](index=26&type=section&id=ITEM%206.%20Exhibits) This section lists all exhibits filed with the report, including the merger agreement and officer certifications - A comprehensive list of exhibits filed with the report is provided, including the merger agreement, corporate governance documents, and various financial agreements[134](index=134&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2021 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from _________ to _________ Commission file number: 000-39603 PETRA ACQUISITION, INC. (Exact name of registrant as specified in its charter) Delaware 84-3898466 (State or othe ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2021 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from _________ to _________ Commission file number: 000-39603 PETRAACQUISITION, INC. (Exact name of registrant as specified in its charter) | Delaware | 84-3898466 | | --- | ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the year ended December 31, 2020 Commission File Number 001-39603 PETRAACQUISITION INC. (Exact name of registrant as specified in its charter) | Delaware | 84-3898466 | | --- | --- | | (State or Other Jurisdiction | (I.R.S. Employer | | of Incorporation) | Identification No.) | | 5 West 21st Street | | | New York, NY | 10010 | | (Address ...

[PART I. FINANCIAL INFORMATION](index=4&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) [ITEM 1. FINANCIAL STATEMENTS](index=4&type=section&id=ITEM%201.%20FINANCIAL%20STATEMENTS) Unaudited condensed financial statements for Petra Acquisition, Inc. as of September 30, 2020, detailing balance sheets, operations, equity, and cash flows [Condensed Balance Sheets](index=4&type=section&id=Condensed%20Balance%20Sheets) The balance sheet as of September 30, 2020, shows total assets of **$3.5 million**, liabilities of **$3.49 million**, and stockholder's equity of **$12,813**, a significant improvement from 2019 Condensed Balance Sheets (USD) | | September 30, 2020 | December 31, 2019 | | :--- | :--- | :--- | | **ASSETS** | | | | Cash and cash equivalents | $3,321,314 | $ - | | Total current assets | $3,499,060 | $22,671 | | **Total assets** | **$3,499,060** | **$22,671** | | **LIABILITIES AND STOCKHOLDER'S EQUITY** | | | | Total current liabilities | $336,247 | $26,309 | | Deposit held for private warrants | $3,150,000 | $ - | | **Total liabilities** | **$3,486,247** | **$26,309** | | **Total stockholder's equity (deficit)** | **$12,813** | **$(3,638)** | [Condensed Statement of Operations](index=5&type=section&id=Condensed%20Statement%20of%20Operations) The statement of operations for the nine months ended September 30, 2020, shows a net loss of **$8,549** from general and administrative expenses, with no revenue Condensed Statement of Operations (USD) | | For the Three Months Ended Sep 30, 2020 | For the Nine Months Ended Sep 30, 2020 | | :--- | :--- | :--- | | General and administrative expenses | $868 | $8,549 | | **Net loss** | **$(868)** | **$(8,549)** | | Basic and diluted net income per common share | $(0.00) | $(0.00) | [Condensed Statement of Changes in Stockholders' Equity](index=6&type=section&id=Condensed%20Statement%20of%20Changes%20in%20Stockholders'%20Equity) The statement of changes in stockholders' equity shows an increase from a **$3,638 deficit** in 2019 to a **$12,813 positive balance** by September 30, 2020, due to financing activities - The company's stockholder's equity turned positive, moving from a deficit of **$(3,638)** at the end of 2019 to **$12,813** as of September 30, 2020[16](index=16&type=chunk) - Key activities affecting equity included the sale of common stock to sponsors for **$25,000** and the cancellation of **1,437,500** founders' shares during the third quarter[16](index=16&type=chunk) [Condensed Statement of Cash Flows](index=7&type=section&id=Condensed%20Statement%20of%20Cash%20Flows) The statement of cash flows for the nine months ended September 30, 2020, shows a **$3.32 million** increase in cash, primarily from **$3.33 million** in financing activities Cash Flow Summary (Nine Months Ended Sep 30, 2020, USD) | Cash Flow Activity (Nine Months Ended Sep 30, 2020) | Amount | | :--- | :--- | | Net cash used in operating activities | $(8,549) | | Net cash provided by financing activities | $3,329,863 | | **Net change in cash** | **$3,321,314** | | **Cash - End of period** | **$3,321,314** | - Financing activities included **$150,000** in related party advances, **$140,000** in notes payable from a related party, and **$3,150,000** in cash proceeds for private warrants[19](index=19&type=chunk) [Notes to Condensed Financial Statements](index=8&type=section&id=Notes%20to%20Condensed%20Financial%20Statements) The notes provide detailed explanations of the company's business, accounting policies, IPO, related-party transactions, and stock and warrant structure - The company is a blank check company formed to effect a business combination and had not commenced any operations as of September 30, 2020[22](index=22&type=chunk)[23](index=23&type=chunk) - The company has **12 months** from the closing of its IPO to complete a Business Combination, or it will be required to liquidate and return funds to public stockholders[32](index=32&type=chunk) - The company is an "emerging growth company" under the JOBS Act, which allows it to take advantage of certain reduced reporting requirements[40](index=40&type=chunk) [ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS](index=17&type=section&id=ITEM%202.%20MANAGEMENT'S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) Management's discussion and analysis covers the company's financial condition and operations, highlighting its blank check status, **$8,549 net loss**, and **$73.5 million** IPO proceeds - The company is a blank check company formed on November 20, 2019, with its entire activity since inception related to its formation and preparing for its IPO[80](index=80&type=chunk)[81](index=81&type=chunk) Net Loss by Period (USD) | Period | Net Loss | Primary Cause | | :--- | :--- | :--- | | Three months ended Sep 30, 2020 | $868 | General and administrative expenses | | Nine months ended Sep 30, 2020 | $8,549 | General and administrative expenses | - Following the IPO and over-allotment exercise in October 2020, an aggregate of **$73,509,325** was placed in the company's trust account to be used for a business combination[89](index=89&type=chunk)[115](index=115&type=chunk) - The company has no off-balance sheet arrangements, and its primary contractual obligation is a deferred underwriting fee of **$2.8 million to $3.22 million**, payable only upon completion of a business combination[95](index=95&type=chunk)[96](index=96&type=chunk) [ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK](index=20&type=section&id=ITEM%203.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) This section discloses no material market or interest rate risk as of September 30, 2020, with post-IPO trust funds invested in short-term U.S. government securities - As of September 30, 2020, the company was not subject to market or interest rate risk[100](index=100&type=chunk) - Post-IPO, funds in the Trust Account are invested in short-term U.S. government securities or money market funds, which is expected to result in no material exposure to interest rate risk[100](index=100&type=chunk) [ITEM 4. CONTROLS AND PROCEDURES](index=20&type=section&id=ITEM%204.%20CONTROLS%20AND%20PROCEDURES) This section confirms management's conclusion that disclosure controls were effective as of September 30, 2020, with no material changes to internal control over financial reporting - Based on an evaluation as of September 30, 2020, the CEO and CFO concluded that the company's disclosure controls and procedures were effective[102](index=102&type=chunk) - No changes occurred in the company's internal control over financial reporting during the most recent fiscal quarter that had a material effect[103](index=103&type=chunk) [PART II. OTHER INFORMATION](index=21&type=section&id=PART%20II.%20OTHER%20INFORMATION) [ITEM 1. LEGAL PROCEEDINGS](index=21&type=section&id=ITEM%201.%20LEGAL%20PROCEEDINGS) The company reports no pending legal proceedings involving itself, its directors, officers, affiliates, or major security holders - There are no pending legal proceedings involving the Company, its directors, officers, or affiliates[106](index=106&type=chunk) [ITEM 1A. RISK FACTORS](index=21&type=section&id=ITEM%201A.%20RISK%20FACTORS) This section updates risk factors, primarily addressing new risks related to the COVID-19 pandemic and its potential adverse impact on the search for a business combination - The company's search for a Business Combination may be materially adversely affected by the COVID-19 outbreak[108](index=108&type=chunk) - Potential impacts of COVID-19 include restrictions on travel, inability to hold meetings, personnel unavailability, and a prolonged economic downturn, which could hinder the ability to complete a transaction[109](index=109&type=chunk) [ITEM 5. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS](index=21&type=section&id=ITEM%205.%20UNREGISTERED%20SALES%20OF%20EQUITY%20SECURITIES%20AND%20USE%20OF%20PROCEEDS) Details on unregistered equity sales and IPO proceeds, including **$72.8 million** from IPO, **$3.2 million** from Private Warrants, with **$73.5 million** placed in a trust account - In January 2020, the Sponsor purchased **3,593,750** Founder Shares for **$25,000** in a transaction exempt from registration, with the number of shares later reduced through cancellations[111](index=111&type=chunk) - The IPO and over-allotment option in October 2020 generated total gross proceeds of **$72,781,510**[112](index=112&type=chunk) - Simultaneously with the IPO, the Sponsor purchased an aggregate of **3,233,446** Private Warrants at **$1.00** each, generating total proceeds of **$3,233,446**[113](index=113&type=chunk) - Of the gross proceeds from the IPO and private placements, **$73,509,325** was placed in a trust account[115](index=115&type=chunk) [ITEM 6. EXHIBITS](index=23&type=section&id=ITEM%206.%20EXHIBITS) This section lists exhibits filed with the quarterly report, including key legal and financial agreements and officer certifications - The report includes several exhibits, such as the Underwriting Agreement, Warrant Agreement, Investment Management Trust Agreement, and officer certifications required by the Sarbanes-Oxley Act[121](index=121&type=chunk)