Item 1.01. Entry into a Material Definitive Agreement.

The information included in Item 8.01 of this Current Report on Form 8-K is also incorporated by reference into this Item 1.01 of this Current Report on Form 8-K to the extent required.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information included in Item 8.01 of this Current Report on Form 8-K is also incorporated by reference into this Item 2.03 of this Current Report on Form 8-K to the extent required.




Item 8.01 Other Events

As previously disclosed, on September 17, 2021, Petra Acquisition, Inc. ("Petra") issued to Pine Valley Investments, LLC ("Pine Valley"), an affiliate of Petra's sponsor, a certain promissory note dated September 17, 2021 (the "Pine Valley Note").

There having been no advances made by Pine Valley to Petra under the Pine Valley Note, Petra and Pine Valley entered into that certain note cancellation agreement, dated as of October 13, 2021 (the "Note Cancellation Agreement"), pursuant to which the Pine Valley Note was terminated and cancelled effective as of October 13, 2021.

Also on October 13, 2021, Petra issued promissory notes (the "Replacement Notes") to each of T3 Investments, LLC, Miro Kesic and Jared Solomon (collectively, the "New Lenders"), pursuant to which the New Lenders agreed to make certain advances to Petra in an aggregate amount of up to $750,000 (the "Loan Amounts"). Such Loan Amounts are being made for the purpose of funding a contribution of cash for each share of common stock issued in Petra's initial public offering (the "IPO") that was not redeemed in connection with the stockholder vote to approve the extension of the deadline for Petra to complete an initial business combination, as contemplated in the definitive proxy statement on Scheduled 14A filed by Petra with the Securities and Exchange Commission on September 24, 2021. The Replacement Notes will bear interest at the rate of 2% per month on the outstanding Loan Amounts and such amounts will be repayable by Petra to the New Lenders upon consummation of an initial business combination. Any outstanding Loan Amounts under the Replacement Notes will be forgiven if Petra is unable to consummate an initial business combination except to the extent of any funds held outside of the trust account established by Petra in connection with the IPO.

This summary is qualified in its entirety by reference to the text of the Note Cancellation Agreement and the Replacement Notes, which are included as Exhibits 10.1, 10.2, 10.3 and 10.4 to this Current Report on Form 8-K and are incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits





(c) Exhibits:




Exhibit No.   Description
10.1            Note Cancellation Agreement by and between the Registrant and Pine
              Valley Investments, LLC
10.2            Promissory Note, dated as of October 13, 2021 from the Registrant to
              T3 Investments, LLC
10.3            Promissory Note, dated as of October 13, 2021 from the Registrant to
              Miro Kesic
10.4            Promissory Note, dated as of October 13, 2021 from the Registrant to
              Jared Solomon




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