Item 2.01 Completion of Acquisition or Disposition of Assets.

The disclosure set forth in the "Introductory Note" above is incorporated by reference into this Item 2.01.

As previously disclosed on a Current Report on Form 8-K filed on January 12, 2022, Petra held a special meeting of stockholders on January 6, 2022 (the "Special Meeting") at which the stockholders of Petra considered and approved, among other matters, a proposal to adopt the Business Combination Agreement and the transactions contemplated therein. On the Closing Date, the parties to the Business Combination Agreement consummated the Transactions.





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At the Closing, of the 10,500,000 shares of Common Stock constituting the Merger Consideration, (i) an aggregate of 9,871,343 shares of Common Stock were issued in exchange for the Old Revelation stock outstanding as of immediately prior to the Effective Time, (ii) 167,867 shares of Common Stock were reserved for issuance for Revelation Rollover Warrants outstanding as of immediately prior to the Effective Time and (iii) 460,706 shares of Common Stock were reserved for issuance for Revelation Rollover RSU's outstanding as of immediately prior to the Effective Time.

Immediately after giving effect to the Business Combination, there were 12,944,213 shares of Common Stock outstanding, and 1,294,421 shares of Common Stock reserved for future issuance under the Equity Incentive Plan.

In connection with the Merger, holders of 3,480,362 shares of Petra common stock exercised their right to redeem such shares for cash at a price of approximately $10.20 per share for payments in the aggregate of approximately $35.5 million. On the Closing Date, approximately $7.6 million was escrowed pursuant to that certain Forward Share Purchase Agreement entered into by and between Petra and Meteora Special Opportunity Fund I, LP, a Delaware limited partnership, and Meteora Capital Partners, LP, a Delaware limited partnership (collectively, "Meteora") and approximately $4.2 million was released to the Company.

The material terms and conditions of the Business Combination Agreement and its December 16, 2021 proxy statement/prospectus (the "Proxy Statement/Prospectus") included in Petra's Registration Statement on Form S-4 (File No. 333-259638), originally filed with the Securities and Exchange Commission ("SEC") on September 20, 2021, under the headings titled "Proposal No. 1 - The Business Combination Proposal" beginning on page 102 thereto, and that information is incorporated herein by reference. The foregoing description of the Forward Share Purchase Agreement does not purport to be complete and is qualified in its entirety by the text of the Forward Share Purchase Agreement, which was filed as Exhibit 10.2 to a Current Report on Form 8-K filed with the SEC on December 23, 2021.





                              FORM 10 INFORMATION

Prior to the Closing, the Company was a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) with no operations, and was formed as a vehicle to effect a business combination with one or more operating businesses.

Item 2.01(f) of Form 8-K states that if the predecessor registrant was a "shell company" (as such term is defined in Rule 12b-2 under the Exchange Act), as Petra was immediately before the Business Combination, then the registrant must disclose the information that would be required if the registrant were filing a general form for registration of securities on Form 10. Accordingly, the Company, as the successor registrant to Petra following the consummation of the Business Combination, is providing the information below that would be included in a Form 10 if the Company were to file a Form 10. Please note that the information provided below relates to the Company as the combined company after the consummation of the Transactions unless otherwise specifically indicated or the context otherwise requires.

Cautionary Note Regarding Forward-Looking Statements

The Company makes forward-looking statements in this Current Report on Form 8-K . . .

Item 5.01 Change in Control of Registrant.

The information set forth in the section entitled "Introductory Note" and in the section entitled "Security Ownership of Certain Beneficial Owners and Management" in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

As a result of the Closing of the Transactions, including the completion of the Business Combination pursuant to the Business Combination Agreement, a change of control of Petra has occurred, and the stockholders of Petra as of immediately prior to the Closing held 23.7% of our Common Stock immediately following the Closing.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective upon the Closing, each of Andreas Typaldos, David Dobkin, Anthony Hayes, Robert Nicholson, Barry Dennis and William Carson ceased serving as a director of Petra and Andreas Typaldos and Sean Fitzpatrick ceased serving as executive officers of Petra.

The information contained in the Proxy Statement/Prospectus beginning on page 203 under the heading "Management of New Revelation After the Business Combination," including the biographical information concerning such executive officers and directors, and the information contained under the heading "Certain Relationships and Related Transactions" in Item 2.01 of this Current Report on Form 8-K are incorporated herein by reference.

New Revelation 2021 Equity Incentive Plan

At the Special Meeting, the Petra stockholders considered and approved the Revelation Biosciences, Inc. 2021 Equity Incentive Plan (the "Equity Incentive Plan"). A summary of the Equity Incentive Plan is contained in the Proxy Statement/Prospectus beginning on page 130 under the heading "Proposal No. 6 - The Equity Incentive Plan Proposal." That summary of the Equity Incentive Plan does not purport to be complete and is qualified in its entirety by reference to the text of the Equity Incentive Plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.





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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

At the Special Meeting, Petra's stockholders voted and approved, among other things, the Charter Amendment Proposal, which is described in greater detail in the Proxy Statement/Prospectus in the section titled "Proposal No. 3 - The Charter Amendment Proposal" beginning on page 125 and "Proposal 4- The Advisory Charter Proposals" beginning on page 126. In connection with the consummation of the Transactions, Petra changed its name to "Revelation Biosciences, Inc." and adopted the third amended and restated certificate of incorporation (the "Restated Charter"), which became effective upon filing with the Secretary of State of the State of Delaware on January 10, 2022.

The description of the Restated Charter and the general effect of the Restated Charter upon the rights of the holders of Common Stock is included in the Proxy Statement/Prospectus in the sections titled "Proposal No. 3 - The Charter Amendment Proposal" beginning on page 125, "Proposal 4- The Advisory Charter Proposals" beginning on page 126, "Description of New Revelation's Securities After the Business Combination" beginning on page 221, and "Comparison of Corporate Governance and Stockholder Rights," beginning on page 231, which are incorporated herein by reference.

Upon the Closing of the Transactions, New Revelation adopted amended and restated bylaws (the "Restated Bylaws") to be consistent with the Restated Charter and to make certain other changes that the Board deemed appropriate for a public operating company.

The summaries described herein are qualified in their entirety by reference to the text of the Restated Charter and the Restated Bylaws, which are filed as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

Item 5.06 Changes in Shell Company Status.

As a result of the Business Combination, the Company ceased to be a shell company (as defined in Rule 12b-2 of the Exchange Act) as of the Closing. A description of the Business Combination and the terms of the Merger Agreement are included in the Proxy Statement/Prospectus in the section entitled "Proposal No. 1-The Business Combination Proposal" beginning on page 102, which is incorporated herein by reference. Further reference is made to the information contained in Item 2.01 of this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(a) Financial statements of business acquired.

The audited financial statements of Old Revelation as of December 31, 2020, the related statement of operations, changes in stockholders' equity, and cash flows, for the period from May 4, 2020 (inception) to December 31, 2020 are included in the Proxy Statement/Prospectus beginning on page F-37 and are incorporated herein by reference.

The unaudited condensed financial statements of Old Revelation as of September 30, 2021 and for the nine months ended September 30, 2021 for the period from May 4, 2020 (inception) to September 30, 2020 are included in the Proxy Statement/Prospectus beginning on page F-52 and are incorporated herein by reference.

The audited condensed consolidated financial statements of Petra as of December 31, 2020 and 2019, and the related statements of operations, stockholders' deficit, and cash flows, for the year ended December 31, 2020 and the period from November 20, 2019 (inception) to December 31, 2019 are included in the Proxy Statement/Prospectus beginning on page F-2 and are incorporated herein by reference.

The unaudited condensed consolidated financial statements of Petra as of September 30, 2021 and for the three and nine months ended September 30, 2021 and 2020 are included in the Proxy Statement/Prospectus beginning on page F-21 and are incorporated herein by reference.





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(b) Pro forma financial information.

The unaudited pro forma combined condensed consolidated balance sheet of the Company as of September 30, 2021 and the unaudited pro forma combined condensed consolidated statement of operations for the nine months ended September 30, 2021 and for the year ended December 31, 2020 of the Company is attached hereto as Exhibit 99.1 and is incorporated herein by reference.





(c) None.



(d) Exhibits.



Exhibit
Number     Description
2.1+         Agreement and Plan of Merger (incorporated by reference to Exhibit 2.1
           to Petra Acquisition, Inc.'s Registration Statement on Form S-4 (File
           No. 333-259638 ) filed with the SEC on December 13, 2021)
3.1          Third Amended and Restated Certificate of Incorporation (incorporated
           by reference to Exhibit 3.3 to Petra Acquisition, Inc.'s Registration
           Statement on Form S-4 (File No. 333-259638 ) filed with the SEC on
           December 13, 2021)
3.2          Amended and Restated Bylaws (incorporated by reference to Exhibit 3.4
           to Petra Acquisition, Inc.'s Registration Statement on Form S-4 (File
           No. 333-259638 ) filed with the SEC on December 13, 2021)
4.1          Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 to
           Petra Acquisition, Inc.'s Registration Statement on Form S-4 (File No.
           333-259638 ) filed with the SEC on December 13, 2021)
4.2          Specimen Common Stock Certificate (incorporated by reference to
           Exhibit 4.4 to Petra Acquisition, Inc.'s Registration Statement on Form
           S-4 (File No. 333-259638 ) filed with the SEC on December 13, 2021)
4.3          Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3
           to Petra Acquisition, Inc.'s Registration Statement on Form S-4 (File
           No. 333-259638 ) filed with the SEC on December 13, 2021)
10.1         Revelation Biosciences, Inc. 2021 Equity Incentive Plan (incorporated
           by reference to Exhibit 10.8 to Petra Acquisition, Inc.'s Registration
           Statement on Form S-4 (File No. 333-259638 ) filed with the SEC on
           December 13, 2021)
21.1*        List of Subsidiaries.
99.1*        Unaudited pro forma condensed combined financial information of the
           Company as of and for the nine months ended September 30, 2021 and for
           the year ended December 31, 2020
104        Cover Page Interactive Data File (embedded within the Inline XBRL
           document)

+ Portions of this exhibit (indicated by asterisks) have been omitted in

accordance with the rules of the Securities and Exchange Commission.




 * Filed herewith.




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