[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)