Revelation Biosciences(REVB) - 2020 Q3 - Quarterly Report

PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS Unaudited condensed financial statements for Petra Acquisition, Inc. as of September 30, 2020, detailing balance sheets, operations, equity, and cash flows Condensed Balance Sheets 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 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 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] - 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] Condensed Statement of Cash Flows 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] Notes to Condensed Financial Statements 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][23] - 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] - The company is an "emerging growth company" under the JOBS Act, which allows it to take advantage of certain reduced reporting requirements[40] ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 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][81] 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][115] - 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][96] ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 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] - 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] ITEM 4. CONTROLS AND PROCEDURES 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] - No changes occurred in the company's internal control over financial reporting during the most recent fiscal quarter that had a material effect[103] PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS 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] ITEM 1A. RISK FACTORS 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] - 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] ITEM 5. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS 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] - The IPO and over-allotment option in October 2020 generated total gross proceeds of $72,781,510[112] - 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] - Of the gross proceeds from the IPO and private placements, $73,509,325 was placed in a trust account[115] ITEM 6. EXHIBITS 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]