On January 6, 2022, the Company held a special meeting (the “Special Meeting”) of the stockholders of the Company virtually via live webcast at https://www.cstproxy.com/petraacquisition/2022, at which holders of 4,884,137 shares of common stock were present in person or by proxy, representing 74.53% of the voting power of the shares of the Company’s common stock as of December 16, 2021, the record date for the Special Meeting (stockholders of record as of the close of business on the record date are referred to herein as “Stockholders”). Each of the proposals listed below is described in more detail in the Company’s definitive proxy statement/prospectus filed with the United States Securities and Exchange Commission on December 17, 2021 (the “Proxy Statement”). A summary of the voting results at the Special Meeting for each of the proposals is set forth below:
Proposal No. 1: The Stockholders approved and adopted Agreement and Plan of Merger, dated as of August 29, 2021 (the “Merger Agreement”), by and among Petra Acquisition, Inc., Petra Acquisition Merger, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Petra Acquisition, Inc., and Revelation Biosciences, Inc., a Delaware corporation, and the transactions contemplated thereby, which will ultimately result in the acquired company becoming a wholly-owned direct subsidiary of the Company. The voting results for this proposal were as follows:
For | | Against | | Abstain | | Broker Non-Votes |
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4,773,067 | | 111,070 | | 0 | | N/A |
Proposal No. 2: The Stockholders approved a proposal to approve, for purposes of complying with the applicable provisions of Nasdaq Rules 5635(a), (b) and (d), the issuance of more than 20% of the issued and outstanding shares of the Company’s common stock in connection with the transactions contemplated by the Business Combination Agreement, and the potential change of control in connection with the Business Combination. The voting results for this proposal were as follows:
For | | Against | | Abstain | | Broker Non-Votes |
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4,767,617 | | 111,070 | | 5,450 | | N/A |
Proposal No. 3: The Stockholders approved amendments to the Company’s Third Amended and Restated Certificate of Incorporation, which are reflected in the proposed Third Amended and Restated Certificate of Incorporation of Petra Acquisition, Inc. (the “Proposed Charter”) (which, if approved, would take effect upon consummation of the Business Combination) the full text of which is attached to the Proxy Statement as Annex B. The voting results for this proposal were as follows:
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For | | Against | | Abstain | | Broker Non-Votes |
---|
4,772,062 | | 111,070 | | 1,005 | | N/A |
The stockholders approved the advisory proposals below
Proposal No. 4A: The Stockholders approved an advisory proposal to change the corporate name to Revelation Biosciences, Inc:
For | | Against | | Abstain | | Broker Non-Votes |
---|
4,773,067 | | 111,070 | | 0 | | N/A |
Proposal No. 4B: The Stockholders approved an advisory proposal to increase the authorized capital stock from 101,000,000 and the number of authorized shares of preferred stock from 1,000,000 to 5,000,000 :
For | | Against | | Abstain | | Broker Non-Votes |
---|
4,767,209 | | 111,478 | | 5,450 | | N/A |
Proposal No. 4C: The Stockholders approved an advisory proposal to eliminate the stockholders’ right to act by written consent in lieu of a stockholder meeting:
For | | Against | | Abstain | | Broker Non-Votes |
---|
4,767,617 | | 111,070 | | 5,450 | | N/A |
Proposal No. 4D: The Stockholders approved an advisory proposal to remove from the charter related to the Company’s former status as a blank check company
For | | Against | | Abstain | | Broker Non-Votes |
---|
4,773,067 | | 111,070 | | 0 | | N/A |
Proposal No. 5: The Stockholders approved the election of the five directors named in the Proxy Statement to serve, effective upon the closing of the Business Combination, staggered terms on the Board until the 2022, 2023 and 2024 annual meetings of stockholders, respectively, and until their respective successors are duly elected and qualified:
For | | Against | | Abstain | | Broker Non-Votes |
---|
4,773,067 | | 111,070 | | 0 | | N/A |
Proposal No. 6: The Stockholders approved the 2021 Equity Incentive Plan attached as Exhibit C to the Proxy Statement:
For | | Against | | Abstain | | Broker Non-Votes |
---|
4,767,617 | | 111,070 | | 5,450 | | N/A |
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