PETA ACQU Item 1.01. Entry Into a Material Definitive Agreement
As we previously announced, on
The Merger Agreement provides that Petra has agreed to acquire all of the
outstanding equity interests of Revelation for an aggregate of 10,500,000 shares
of Petra Common Stock, par value
In accordance with the terms and subject to the conditions of the Merger Agreement, at the effective time of the merger (the "Effective Time"), each share of Revelation's common stock, Series A Preferred Stock, and Series A-1 Preferred Stock issued and outstanding immediately prior to the Effective Time shall be cancelled and shall be converted into the right to receive the Per Share Merger Consideration (i.e., the portion of the Merger Consideration Shares with respect to a single share of Revelation's common stock, Series A Preferred Stock or Series A-1 Preferred Stock, as the case may be, equal, in each case, to the quotient obtained by dividing (x) the Merger Consideration Shares by (y) the Fully Diluted Company Shares). As used herein, "Fully Diluted Company Shares" means the sum, without duplication, of (a) all shares of Revelation's common stock that are issued and outstanding immediately prior to the Effective Time; plus (b) all shares of Revelation's Series A Preferred Stock or Series A-1 Preferred Stock (on an as converted to Revelation's common stock basis) that are issued and outstanding immediately prior to the Effective Time; plus (c) the aggregate number of Revelation "Rollover Warrant Shares"; plus (d) the aggregate number of Revelation "Rollover RSU Shares".
In addition, pursuant to the Merger Agreement, at the Effective Time, each Revelation RSU Award (as defined in the Merger Agreement) that is outstanding as of immediately prior to the Effective Time shall be assumed by Petra and shall be converted into that number of whole Parent RSU Awards (as defined in the Merger Agreement) equal to the product (rounded down to the nearest whole number) of: (i) the number of Revelation RSU Awards held by that holder as of immediately prior to the Effective Time; multiplied by (ii) the Common Stock Exchange Ratio (as defined in the Merger Agreement) (a "Parent RSU Award" and collectively, the "Parent RSU Awards"). Further, each Revelation Warrant (as defined in the Merger Agreement) shall be converted into a warrant to purchase, subject to substantially the same terms and conditions as were applicable under such Revelation Warrant, the number of shares of Petra Common Stock (rounded down to the nearest whole share), determined by multiplying the number of shares of Revelation common stock subject to such Revelation Warrant immediately prior to the Effective Time by the Common Stock Exchange Ratio, at an exercise price per share of Petra Common Stock (rounded up to the nearest whole cent) equal to (x) the exercise price per share of Revelation common stock of such Revelation Warrant divided by (y) the Common Stock Exchange Ratio (a "Converted Warrant" and collectively, the "Converted Warrants")).
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Post-Closing Board of Directors and Executive Officers
Immediately following the closing, Petra's board of directors will consist of
five directors, consisting of
Registration Statement and Stockholder Approval
Petra will prepare and file with the
Representations and Warranties; Covenants
Petra, Merger Sub and Revelation have made customary representations, warranties and covenants in the Merger Agreement, including, among other things, covenants with respect to the conduct of Petra and Revelation prior to the closing of the Business Combination. The parties have also agreed to customary "no shop" obligations. The representations and warranties of Petra, Merger Sub and Revelation will not survive the closing of the Business Combination.
Extension of Time to Consummate a Business Combination
Pursuant to Petra's organizational documents, Petra has until
Closing Conditions
The closing of the Business Combination is subject to certain customary
conditions of the respective parties, including, among other things, that: (i)
applicable stockholder approval shall have been received; (ii) since the date of
the Merger Agreement there shall not have occurred any Effect (as defined in the
Merger Agreemeent) in respect of Revelation or Petra, that individually, or
together with any other Effect, has had or would reasonably be expected to have
a Material Adverse Effect (as defined in the Merger Agreement) in respect of
Revelation or Petra, as the case may be; (iii) New Revelation shall have at
least
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Termination
The Merger Agreement may be terminated by Petra or Revelation under certain
circumstances, including, among others; (i) by mutual written consent of Petra
and Revelation and (ii) by either Petra or Revelation if the closing of the
Business Combination has not occurred on or before
The Merger Agreement and the foregoing summary thereof has been included in this
Current Report on Form 8-K to provide investors and stockholders with
information regarding its terms. It is not intended to provide any other factual
information about Petra, Revelation or Merger Sub or any of their respective
subsidiaries or affiliates. The representations, warranties and covenants
contained in the Merger Agreement were made only for purposes of that agreement
and as of specific dates, were solely for the benefit of the parties to the
Merger Agreement, may be subject to limitations agreed upon by the contracting
parties, including being qualified by disclosures not reflected in the Merger
Agreement, were made for the purpose of allocating contractual risk between the
parties to the Merger Agreement instead of establishing matters as facts, and
may be subject to standards of materiality applicable to the contracting parties
that differ from those applicable to investors or stockholders and reports and
documents filed with the
The foregoing summary of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the actual Merger Agreement, which is filed as Exhibit 2.1 hereto, and which is incorporated by reference herein.
Additional Agreements Executed at the Signing of the Merger Agreement
Support Agreements
In connection with the Merger Agreement, certain directors and holders of equity securities of Revelation each entered into a support agreement (the "Company Support Agreement") with Petra and Revelation, pursuant to which each such director and holder of equity securities of Revelation agrees to vote the shares of Revelation capital stock beneficially owned by them in favor of each of the proposals to be included in the applicable written consent of stockholders, to take all actions reasonably necessary to consummate the Business Combination and to vote against any proposal that would prevent the satisfaction of the conditions to the Business Combination set forth in the Merger Agreement.
The foregoing description of the Company Support Agreement is qualified in its entirety by reference to the full text of the form of Company Support Agreement, a copy of which is included as Exhibit A to the Merger Agreement, filed as Exhibit 10.2 to this Current Report on Form 8-K, and incorporated herein by reference.
In connection with the execution of the Merger Agreement,
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The foregoing description of the Sponsor Support Agreement is qualified in its entirety by reference to the full text of the form of Sponsor Support Agreement, a copy of which is included as Exhibit B to the Merger Agreement, filed as Exhibit 10.3 to this Current Report on Form 8-K, and incorporated by reference herein.
Additional Agreement to be Executed at Closing
The Merger Agreement provides that, upon consummation of the Business Combination, New Revelation will enter into the following additional agreement.
Lock-up Agreement
In connection with the closing of the Business Combination, certain stockholders of Revelation will enter into a lock-up agreement (the "Lock-Up Agreement") with Petra, pursuant to which each will agree, subject to certain customary exceptions, not to:
(i) offer, sell, contract to sell, pledge, or otherwise dispose of, directly or indirectly, any shares of Petra common stock or securities convertible into or exercisable or exchangeable for Petra common stock held by it immediately after the Effective Time, or enter into a transaction that would have the same effect;
(ii) enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of any of such shares, whether any of these transactions are to be settled by delivery of such shares, in cash or otherwise; or
(iii) publicly announce the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement, or engage in any "Short Sales" (as defined in the Lock-up Agreement) with respect to any security of Petra; until the date that is six months after the consummation of the Business Combination.
The foregoing description of the Lock-Up Agreement is qualified in its entirety by reference to the full text of the form of Lock-up Agreement, a copy of which is included as Exhibit C to the Merger Agreement, filed as Exhibit 10.4 to this Current Report on Form 8-K, and incorporated herein by reference.
Important Information and Where To Find It
In connection with the proposed Business Combination described herein, Petra
intends to file relevant materials with the
Item 9.01. Financial Statements and Exhibits
(d) Exhibits. Exhibit No. Description 2.1* Agreement and Plan of Merger dated as ofAugust 29, 2021 , by and amongPetra Acquisition Inc. ,Petra Acquisition Merger Inc. andRevelation Biosciences, Inc. 10.2 Form of Company Support Agreement (included as Exhibit A to Exhibit 2.1) Form of Sponsor Support Agreement (included as Exhibit B to Exhibit 2.1) 10.5 Form of Lock-up Agreement (included as Exhibit C to Exhibit 2.1) 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant hereby undertakes to furnish copies of any of the omitted schedules and exhibits upon request by theU.S. Securities and Exchange Commission . 6
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