UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington, D.C.~~WASHINGTON, DC 20549

FORM 10-Q

☑ ~~QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~(Mark One)


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2022


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-39603

~~For the Quarterly Period Ended September 30, 2021~~REVELATION BIOSCIENCES, INC.

(Exact Name of Registrant as Specified in its Charter)

☐ ~~TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~

~~For the Transition Period from _________ to _________~~

~~Commission file number:~~ ~~000-39603~~

~~PETRA ACQUISITION, INC.~~

~~(Exact name of registrant as specified in its charter)~~

~~Delaware~~

~~84-3898466~~

Delaware

84-3898466

(State or other ~~Jurisdiction~~
jurisdiction of ~~Incorporation~~

incorporation or ~~Organization)~~organization)

(I.R.S. Employer
Identification No.)

~~5 West 21~~^st ~~Street, New York, New York~~

~~10010~~

4660 La Jolla Village Drive, Suite 100,

San Diego, CA

92122

(Address of ~~Principal Executive Offices)~~principal executive offices)

(Zip Code)

~~(971) 622-5800~~

(Registrant’s telephone number, including area ~~code)~~code: (650) 800-3717

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	~~Trading symbol(s)~~			Trading Symbol(s)		Name of each exchange on which registered
Units, each consisting of one share of common stock and one redeemable ~~share~~	~~PAICU~~warrant		REVBU		The Nasdaq Stock Market LLC
Common stock, par value $0.001 per share	~~PAIC~~REVB		The Nasdaq Stock Market LLC
Redeemable warrants, each exercisable for ~~shares~~a share of common stock at an exercise price of $11.50 per share	~~PAICW~~	REVBW		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ~~Yes~~ ☑Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ~~Yes~~ ☑Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, ~~a small~~smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting ~~company”~~company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer		☐		Accelerated filer		☐
Non-accelerated filer	☑	☒		Smaller reporting company	☑	☒
		Emerging growth company	☑	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange ~~Act:~~Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑☒

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ☒No ☐

As of May 13, 2022, the registrant had 15,082,771 shares of common stock, $0.001 par value per share, outstanding.

~~As of October 29, 2021, there were 9,097,689 shares of the registrant’s common stock outstanding.~~

~~PETRA ACQUISITION, INC.~~

~~FORM 10-Q~~

~~FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2021~~

~~TABLE OF CONTENTS~~

Table of Contents

	~~Page~~

~~PART I.~~~~FINANCIAL INFORMATION~~
		Page
~~ITEM 1.~~	~~Financial Statements~~	1
PART I.	FINANCIAL INFORMATION	1

Item 1.	Condensed ~~Balance Sheets as of September 30, 2021~~Consolidated Financial Statements (unaudited) ~~and December 31, 2020 (as restated)~~	1
	Condensed Consolidated Balance Sheets	1
	Condensed Consolidated Statements of Operations ~~for the Three and Nine Months Ended September 30, 2021 and 2020 (unaudited)~~	2

	Condensed ~~Statements~~Consolidated Statement of Changes in Stockholders’ ~~Deficit for the Three and Nine Months Ended September 30, 2021 and 2020 (unaudited)~~Equity (Deficit)	3

	Condensed Consolidated Statements of Cash Flows ~~for the Nine Months Ended September 30, 2021 and 2020 (unaudited)~~	4

	Notes to the Condensed Consolidated Financial Statements ~~(unaudited)~~	5
Item 2.
~~ITEM 2.~~	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1618
Item 3.
~~ITEM 3.~~	Quantitative and Qualitative Disclosures ~~about~~About Market Risk	2024
Item 4.
~~ITEM 4.~~	Controls and Procedures	20 24

PART II.	OTHER INFORMATION	26

~~ITEM~~Item 1.	Legal Proceedings	2126
Item 1A.
~~ITEM 1A.~~	Risk Factors	21 26
Item 2.
~~ITEM 2.~~	Unregistered Sales of Equity Securities and Use of Proceeds	21 26
Item 3.
~~ITEM 3.~~	Defaults Upon Senior Securities	2226
Item 4.
~~ITEM 4.~~	Mine Safety Disclosures	22 26
Item 5.
~~ITEM 5.~~	Other Information	2227
Item 6.
~~ITEM 6.~~	Exhibits	2227
Signatures		28
~~SIGNATURES~~		23

PART ~~I –~~ I—FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements (unaudited)

REVELATION BIOSCIENCES, INC.

~~PETRA ACQUISITION, INC.~~

~~CONDENSED~~Condensed Consolidated Balance Sheets

(Unaudited)

September 30, 2021 December 31,
2020
(Unaudited) (As Restated)
ASSETS
Current assets:
Cash and cash equivalents $ - $ 11,734
Marketable securities 19,749 525,287
Prepaid expenses 19,334 114,270
Total current assets 39,083 651,291

Cash held in Trust Account 73,516,414 73,510,915
Total assets $ 73,555,497 $ 74,162,206

LIABILITIES AND STOCKHOLDER'S DEFICIT
Current liabilities:
Accounts payable and accrued liabilities $ 1,594,113 $ 33,772
Warrant liability 2,143,416 3,399,878
Total current liabilities 3,737,529 3,433,650

Deferred underwriting commissions 2,911,260 2,911,260
Total liabilities 6,648,789 6,344,910

Commitments and Contingencies (Note 5)

Common stock subject to possible redemption, 7,278,151 shares at redemption value 73,509,325 73,509,325

Stockholder's equity (deficit):
Preferred stock, par value $0.001, 1,000,000 shares authorized; 0 issued and outstanding - -
Common stock, par value $0.001, 100,000,000 shares authorized; 1,819,538 shares issued and outstanding (excluding 7,278,151 shares subject to possible redemption) as of September 30, 2021 and December 31, 2020, respectively 1,820 1,820
Additional paid-in capital - -
Accumulated deficit (6,604,437 ) (5,693,849 )
Total stockholder's deficit (6,602,617 ) (5,692,029 )
Total liabilities and stockholder's deficit $ 73,555,497 $ 74,162,206

~~The accompanying footnotes are an integral part of these unaudited condensed financial statements.~~

~~PETRA ACQUISITION, INC.~~

~~CONDENSED STATEMENTS OF OPERATIONS~~

~~(Unaudited)~~

For the Three Months
Ended For the Nine Months
Ended
September 30,
2021 September 30,
2020 September 30,
2021 September 30,
2020

Operating expenses:
General and administrative $ 844,531 $ 868 $ 2,155,418 $ 8,549
Loss from operations (844,531 ) (868 ) (2,155,418 ) (8,549 )

Other income (expense):
Interest income 1,853 - 5,724 -
Unrealized loss on marketable securities - - (17,356 ) -
Change in fair value of warrant liability 85,040 - 1,256,462 -
Other income, net 86,893 - 1,244,830 -

Net income (loss) $ (757,638 ) $ (868 ) $ (910,588 ) $ (8,549 )

Weighted-average common shares subject to redemption outstanding, basic and diluted 7,278,151 - 7,278,151 -
Basic and diluted net income (loss) per common share subject to redemption $ 0.00 $ - $ 0.00 $ -

Weighted-average common shares outstanding, basic and diluted 1,819,538 2,622,283 1,819,538 2,942,194
Basic and diluted net income (loss) per common share $ (0.42 ) $ (0.00 ) $ (0.50 ) $ (0.00 )

~~The accompanying footnotes are an integral part of these unaudited condensed financial statements.~~

~~PETRA ACQUISITION, INC.~~

~~CONDENSED STATEMENTS of STOCKHOLDERS’ DEFICIT~~

~~(Unaudited)~~

Additional Total
Common Stock Paid-in Accumulated Stockholder's
Shares Amount Paid-in Capital Deficit Deficit

Balance at December 31, 2019 - - - (3,638 ) (3,638 )
Sale of common stock to sponsors (1) (Note 5) 3,593,750 3,594 21,406 - 25,000
Net loss - - - (3,000 ) (3,000 )
Balance at March 31, 2020 3,593,750 3,594 21,406 (6,638 ) 18,362
Net loss - - - (4,681 ) (4,681 )
Balance at June 30, 2020 3,593,750 3,594 21,406 (11,319 ) 13,681
Cancellation of founders shares (1,437,500 ) (1,438 ) 1,438 - -
Net loss - - - (868 ) (868 )
Balance at September 30, 2020 (unaudited) 2,156,250 2,156 22,844 (12,187 ) 12,813

Balance at December 31, 2020 1,819,538 $ 1,820 $ - $ (5,693,849 ) $ (5,692,029 )
Net income - - - 1,178,194 1,178,194
Balance at March 31, 2021 1,819,538 1,820 - (4,515,655 ) (4,513,835 )
Net loss - - - (1,331,144 ) (1,331,144 )
Balance at June 30, 2021 1,819,538 1,820 - (5,846,799 ) (5,844,979 )
Net loss - - - (757,638 ) (757,638 )
Balance at September 30, 2021 (unaudited) 1,819,538 $ 1,820 $ - $ (6,604,437 ) $ (6,602,617 )

~~(1)~~

As of June 30, 2020, this number included up to 468,750 common shares subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters. See Note 3 for partial exercise.

~~The accompanying footnotes are an integral part of these unaudited condensed financial statements.~~

~~PETRA ACQUISITION, INC.~~

~~CONDENSED STATEMENTS OF CASH FLOWS~~

~~(Unaudited)~~

September 30,
2021 September 30,
2020

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (910,588 ) $ (8,549 )
Adjustments to reconcile net loss to net cash used in operating activities:
Interest earned on cash held in Trust Account (5,499 ) -
Unrealized loss on marketable securities 17,356 -
Change in fair value of warrant liability (1,256,462 ) -
Changes in operating assets and liabilities:
Changes in prepaid expenses 94,936 -
Changes in accounts payable and accrued liabilities 1,560,341 -
Net cash used in operating activities (499,916 ) (8,549.00 )

CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of marketable securities 488,182 -
Net cash used in investing activities 488,182 -

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from related party advances - 150,000
Proceeds from notes payable - related party - 140,000
Cash proceeds received for private warrants - 3,150,000
Deferred offering costs - (110,137 )
- 3,329,863.00

NET CHANGE IN CASH (11,734 ) 3,321,314
Cash - Beginning of period 11,734 -
Cash - End of period $ - $ 3,321,314

SUPPLEMENTAL CASH FLOW INFORMATION:
Non-cash investing and financing activities:
Deferred offering costs in accrued liabilities $ - $ 44,938
Founders shares issued in partial relief of advances to related party $ - $ 25,000
Cancellation of founders' shares $ - $ 1,438

~~The accompanying footnotes are an integral part of these unaudited condensed financial statements.~~

~~PETRA ACQUISITION, INC.~~

~~NOTES TO CONDENSED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

~~NOTE 1 – NATURE OF THE ORGANIZATION AND BUSINESS~~


	March 31, 2022			December 31, 2021
ASSETS
Current assets:
Cash and cash equivalents	$	7,186,261		$	1,274,729
Prepaid expenses and other current assets		684,780			637,342
Total current assets		7,871,041			1,912,071
Property and equipment, net		108,919			115,181
Right-of-use lease asset		—			14,960
Total assets	$	7,979,960		$	2,042,212
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Accounts payable	$	1,460,845		$	596,261
Accrued expenses		3,706,366			1,528,669
Lease liability		—			16,752
Deferred underwriting commissions		2,911,260			—
Total current liabilities		8,078,471			2,141,682
Total liabilities		8,078,471			2,141,682
Commitments and Contingencies (Note 5)
STOCKHOLDERS’ EQUITY (DEFICIT)
Series A Preferred Stock, $0.001 par value; 0 and 628,930 shares authorized, issued and outstanding at March 31, 2022 and December 31, 2021, respectively; liquidation preference of $0 and $3,999,995 at March 31, 2022 and December 31, 2021, respectively		0			3,903,730
Series A-1 Preferred Stock, $0.001 par value; 0 and 1,100,000 shares authorized and 0 and 684,450 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively; liquidation preference of $0 and $4,353,102 at March 31, 2022 and December 31, 2021, respectively		0			3,578,197
Common Stock, $0.001 par value; 100,000,000 and 29,977,303 shares authorized and 15,082,771 and 12,944,213 issued and outstanding at March 31, 2022 and December 31, 2021, respectively		15,083			2,309
Additional paid-in-capital		21,020,246			6,933,593
Accumulated deficit		(21,133,840	)		(14,517,299	)
Total stockholders’ equity (deficit)		(98,511	)		(99,470	)
Total liabilities and stockholders’ equity (deficit)	$	7,979,960		$	2,042,212

~~Corporate History and Nature~~

See accompanying notes to the condensed consolidated financial statements.

REVELATION BIOSCIENCES, INC.

Condensed Consolidated Statements of Operations

(Unaudited)


	Three Months Ended March 31,
	2022			2021
Operating expenses:
Research and development	$	3,680,280		$	1,557,039
General and administrative		2,906,020			1,050,672
Total operating expenses		6,586,300			2,607,711
Loss from operations		(6,586,300	)		(2,607,711	)
Other income (expense):
Other income (expense)		(30,241	)		(4,642	)
Total other income (expense), net		(30,241	)		(4,642	)
Net loss	$	(6,616,541	)	$	(2,612,353	)

Net loss per share, basic and diluted	$	(0.47	)	$	(0.42	)
Weighted-average shares used to compute net loss per share, basic and diluted		14,201,955			6,290,262

See accompanying notes to the condensed consolidated financial statements.

REVELATION BIOSCIENCES, INC.

Condensed Consolidated Statement of Changes in Stockholders’ Equity (Deficit)

(Unaudited)


	Series A Preferred Stock							Series A-1 Preferred Stock							Common Stock								Additional Paid-in				Accumulated				Total Stockholders’ Equity
	Shares				Amount			Shares				Amount			Shares				Amount				Capital				Deficit				(Deficit)
Balance as of December 31, 2020		628,930			$	403,733			—			$	—			2,293,154			$	2,293			$	5,536,060			$	(2,530,462	)		$	3,411,624
Issuance of common stock		—				—			—				—			15,723				16				99,982				—				99,998
Issuance of Series A-1 Preferred Stock, net of issuance costs		—				—			684,450				3,904,872			—				—				—				—				3,904,872
Issuance of Warrants in connection with the issuance of the Series A-1 Preferred Stock		—				—			—				(326,675	)		—				—				326,675				—				—
Payment for Series A Preferred Stock subscribed		—				3,499,997			—				—			—				—				—				—				3,499,997
Payment for common stock subscribed		—				—			—				—			—				—				499,998				—				499,998
Stock-based compensation expense		—				—			—				—			—				—				102,325				—				102,325
Net loss		—				—			—				—			—				—				—				(2,612,353	)			(2,612,353	)
Balance as of March 31, 2021		628,930			$	3,903,730			684,450			$	3,578,197			2,308,877			$	2,309			$	6,565,040			$	(5,142,815	)		$	8,906,461

Balance as of December 31, 2021		628,930			$	3,903,730			684,450			$	3,578,197			2,308,877			$	2,309			$	6,933,593			$	(14,517,299	)		$	(99,470	)
Conversion of Series A Preferred Stock to common stock		(628,930	)			(3,903,730	)		—		—		—			—		—		—		—		—		—		—		—		(3,903,730	)
Conversion of Series A-1 Preferred Stock to common stock		—		—		—			(684,450	)			(3,578,197	)		—		—		—		—		—		—		—		—		(3,578,197	)
Issuance of common stock in connection with the Business Combination, net of issuance costs		—				—			—				—			10,635,336				10,635				14,335,619				—				14,346,254
Equity Issuance for fees in connection with the Business Combination		—				—			—				—			300,000				300				—				—				300
Proceeds from the PIPE Investment, net issuance costs		—				—			—				—			1,293,126				1,293				7,260,926				—				7,262,219
Issuance of Common Warrants in connection with the PIPE Investment - $3,634,262		—				—			—				—			—				—				—				—				—
Issuance of Placement Agent Warrants in connection with PIPE Investment - $508,797		—				—			—				—			—				—				—				—				—
Rollover Warrant exercise		—				—			—				—			1,891				2				5,072				—				5,074
Repurchase for the Forward Share Purchase Agreement exercise		—				—			—				—			(750,000	)			(750	)			(7,651,575	)			—				(7,652,325	)
Pre-Funded Warrants exercise		—				—			—				—			1,293,541				1,294				(1,281	)			—				13
Stock-based compensation expense		—				—			—				—			—				—				137,892				—				137,892
Net loss		—				—			—				—			—				—				—				(6,616,541	)			(6,616,541	)
Balance as of March 31, 2022		—			$	—			—			$	—			15,082,771			$	15,083			$	21,020,246			$	(21,133,840	)		$	(98,511	)

See accompanying notes to the condensed consolidated financial statements.

REVELATION BIOSCIENCES, INC.

Condensed Consolidated Statements of Cash Flows

(Unaudited)


	Three Months Ended March 31,
	2022			2021
Cash flows from operating activities:
Net loss	$	(6,616,541	)	$	(2,612,353	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation expense		137,892			102,325
Depreciation expense		6,262			642
Non-cash lease expense		14,960			9,330
Changes in operating assets and liabilities:
Prepaid expenses and other current assets		(42,604	)		1,144
Accounts payable		258,515			218,754
Accrued expenses		1,391,282			(93,667	)
Operating lease liability		(16,752	)		(8,227	)
Accrued interest on Promissory Notes Payable & Convertible Note		36,920			—
Net cash used in operating activities		(4,830,066	)		(2,382,052	)
Cash flows from investing activities:
Purchase of property and equipment		—			(99,101	)
Net cash used in investing activities		—			(99,101	)
Cash flows from financing activities:
Proceeds from the Convertible Note		2,500,000			—
Repayment of the Convertible Note		(2,500,000	)		—
Proceeds from the Business Combination, net of issuance costs		11,923,499			—
Proceeds from the PIPE Investment, net of issuance costs		7,262,219			—
Rollover Warrant exercise		5,074			—
Repurchase for the Forward Share Purchase Agreement exercise		(7,652,325	)		—
Repayments of Promissory Notes Payable, including interest expense		(796,882	)		—
Pre-Funded Warrants exercise		13			—
Proceeds from issuance of common stock, net of issuance costs		—			599,996
Proceeds from issuance of Series A Preferred Stock, net of issuance costs		—			3,499,997
Proceeds from issuance of Series A-1 Preferred Stock, net of issuance costs		—			3,904,872
Net cash provided by financing activities		10,741,598			8,004,865
Net increase in cash and cash equivalents		5,911,532			5,523,712
Cash and cash equivalents at beginning of period		1,274,729			4,492,400
Cash and cash equivalents at end of period	$	7,186,261		$	10,016,122

Supplemental disclosure of non-cash investing and financing activities:
Current liabilities assumed in the Business Combination	$	2,149,432		$	—
Deferred underwriting commissions assumed in the Business Combination	$	2,911,260		$	—
Conversion of Series A Preferred Stock to common stock	$	3,903,730		$	—
Conversion of Series A-1 Preferred Stock to common stock	$	3,578,197		$	—
Equity Issuance for fees in connection with the Business Combination	$	300		$	—
Issuance of Common Warrants in connection with the PIPE Investment	$	3,634,262		$	—
Issuance of Placement Agent Warrants in connection with the PIPE Investment	$	508,797		$	—
Premium Financing Agreement	$	513,333		$	—
Acquisition of right-of-use asset through operating lease obligation	$	—		$	67,344
Issuance of warrants in connection with Series A-1 Preferred Stock	$	—		$	326,675
Deferred offering costs included in accounts payable and accrued expenses	$	—		$	155,452

See accompanying notes to the condensed consolidated financial statements.

REVELATION BIOSCIENCES, INC.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

1. Organization and Basis of Presentation

Revelation Biosciences, Inc. (collectively with its wholly-owned subsidiaries, the “Company” or “Revelation”), formerly known as Petra Acquisition, Inc. ~~(the “Company” or “Petra”~~(“Petra”), was incorporated in Delaware on November 20, 2019. The Company was formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination with one or more businesses or ~~entities~~entities. On January 10, 2022 (the “Closing Date”) the Company consummated its business combination, with Revelation Biosciences Sub, Inc. (“Old Revelation” or “Revelation Sub”), the Company's wholly owned subsidiary (the “Business Combination”). ~~The Company is not limited to a particular industry or sector for purposes of consummating a~~Since the Business ~~Combination. The Company is an early stage and emerging growth company and, as such,~~Combination, the Company is ~~subject to all~~a clinical-stage biopharmaceutical company and has been focused on the development and commercialization of ~~the risks associated with early stage~~immunologic therapeutics and ~~emerging growth companies.~~diagnostics.

AsThe Business Combination was accounted for as a reverse recapitalization with Revelation Sub as the accounting acquirer and Petra as the acquired company for accounting purposes. Accordingly, all historical financial information presented in the unaudited condensed consolidated financial statements represents the accounts of ~~September 30, 2021,~~Revelation Sub as if Revelation Sub is the ~~Company had not commenced any operations. All activity for the period from November 20, 2019 (Inception) through September 30, 2021 relates~~predecessor to the ~~Company’s formation, initial public offering (“Initial Public Offering”),~~Company. The common stock and ~~search for an acquisition target, which is described below. The Company will not generate any operating revenues until after~~net loss per share, prior to the ~~completion of a~~Merger, have been retroactively restated as common stock and net loss per share reflecting the exchange ratio established in the Business Combination at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end.(

2.725

The registration statement for the Company’s Initial Public Offering became effective on October 7, 2020. On October 13, 2020, the Company consummated the Initial Public Offering of 7,000,000 units (the “Units” and, with respect to the shares of common stock ~~included in the Units sold, the “Public Shares”) at $10.00 per Unit, generating gross proceeds~~for 1 share of ~~$70,000,000, which is described in Note 3.~~Revelation Sub common stock (the “Common Stock Exchange Ratio”)).

Petra’s Common Stock, Public Warrants and Units were historically listed on the Nasdaq Capital Market under the symbols “PAIC,” “PAICW” and “PAICU,” respectively. On January 10, 2022, the Company’s units, common stock and warrants were listed on the Nasdaq Capital Market under the symbols “REVBU”, “REVB” and “REVBW”, respectively, (see Note 3).

~~Simultaneously with~~The Company has incurred recurring losses since its inception, including a net loss of $6.6 million for the ~~closing~~three months ended March 31, 2022. As of ~~the Initial Public Offering,~~March 31, 2022, the Company ~~consummated the sale~~had an accumulated deficit of ~~3,150,000 warrants (the “Private Placement Warrants”) at~~$21.1 million, a ~~price~~stockholders’ deficit of ~~$1.00 per Private Placement Warrant in a private placement~~$98,511 and available cash and cash equivalents of $7.2 million. The Company expects to ~~Petra Investment Holdings, LLC, a Delaware limited liability company (the “Sponsor”), for gross proceeds of $3,150,000. The funds~~continue to incur significant operating and net losses, as well as negative cash flows from operations, for the ~~Private Placement Warrants had been placed in our Trust account in anticipation of~~foreseeable future as it continues to complete all necessary product development or future commercialization efforts. The Company has never generated revenue and does not expect to generate revenue from product sales unless and until it successfully completes development and obtains regulatory approval for REVTx-99a, REVTx-99b, REVDx-501 or other product candidates, which the ~~exercise prior~~Company expects will not be for at least several years, if ever. The Company does not anticipate that its current cash and cash equivalents balance will be sufficient to ~~September 30, 2020.~~sustain operations within one year after the date that the Company’s unaudited financial statements for March 31, 2022 were issued, which raises substantial doubt about its ability to continue as a going concern.

Transaction costs amounted to $4,682,736, consisting of $4,366,980 of underwriting discounts ($2,911,260 of which payment is deferred) and $315,846 of professional fees, printing, filing, regulatory and other costs which have been charged to additional paid in capital upon completion of the Initial Public Offering.

Following the closing of the Initial Public Offering on October 13, 2020, an amount of $70,700,000 ($10.00 per Unit, plus $700,000 trust deposit premium) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) which are to be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself outTo continue as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act of 1940, as amended (the “Investment Company Act”), as determined by the Company, until the earlier of: (i) the consummation of a Business Combination and (ii) the distribution of the funds in the Trust Account, as described below.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the private warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance thatgoing concern, the Company will need, among other things, to raise additional capital resources. The Company plans to seek additional funding through public or private equity or debt financings. The Company may not be able to ~~complete a Business Combination successfully.~~obtain financing on acceptable terms, or at all. The ~~Company must complete a Business Combination having an aggregate fair market value~~terms of ~~at least 80% of~~any financing may adversely affect the assets held in the Trust Account (as defined below) (excluding taxes payable on income earned on the Trust Account) at the time of the agreement to enter into an initial Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act 1940, as amended (the “Investment Company Act”).

The Company will provide its holders of the outstanding Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.10 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its franchise and income tax obligations and up to $250,000 per 12-month period for working capital requirements). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants.

The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law,holdings or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Company’s Sponsor have agreed to vote their Founder Shares (See Notes 5 and 7), and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination and not to convert any shares in connection with a stockholder vote to approve a Business Combination or sell any shares to the Company in a tender offer in connection with a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or don’t vote at all.

~~The Sponsor has agreed (a) to waive their redemption~~ rights with respect to their Founder Shares and Public Shares held by it in connection with the completion of a Business Combination, (b) to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to consummate a Business Combination, and (c) not to propose an amendment to the Amended and Restated Certificate of Incorporation that would affect a public stockholder’s ability to convert or sell their shares to the Company in connection with a Business Combination or affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.

~~The Company will have until 12 months from the closing of the Initial Public Offering to complete a Business Combination (the “Combination Period”), which was extended as disclosed in Note 9.~~stockholders. If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equalobtain funding, it could be required to ~~the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account~~delay, reduce or eliminate research and ~~not previously released to the Company to pay franchise and income taxes, divided by the number of then outstanding Public Shares,~~development programs, product portfolio expansion or future commercialization efforts, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval ofcould adversely affect the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period.

In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below $10.10 per Public Share, except as to any claims by a third party who executed a valid and enforceable agreement with the Company waiving any right, title, interest or claim of any kind they may have in or to any monies held in the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Insiders will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Insiders will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.operations.

~~Liquidity~~

The ~~accompanying~~ unaudited condensed consolidated financial statements for March 31, 2022, have been prepared on the basis that the Company will continue as a going concern, ~~which contemplates realization~~and does not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and ~~satisfying~~classification of liabilities inthat may result from the ~~normal course of business. At September 30, 2021,~~possible inability for the Company ~~had an accumulated deficit of approximately $6,604,000 and working capital deficiency of approximately $3,698,000. For the nine months ended September 30, 2021, the Company had~~to continue as a ~~loss from operations of approximately $2,155,000 and negative cash flows from operations of approximately $500,000.~~going concern.

Based on the funds received from the Initial Public Offering and funds available under borrowing arrangements management believes that the Company will have sufficient working capital and borrowing capacity to successfully complete the Business Combination. Over this time period, the Company will be using these funds for paying operational expenses, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination.

~~NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES~~

~~Basis of Presentation~~

The accompanying financial statements are prepared in accordance U.S. generally accepted accounting principles (“GAAP”). All inter-company transactions and balances have been eliminated in consolidation. Certain amounts previously reported in the financial statements have been reclassified to conform to the current year presentation. Such reclassifications did not affect net loss, stockholders’ deficit or cash flows.

Expected volatility is based on the ~~change in fair value was $85,040 and $1,256,462, respectively, and is reflected in change in fair value~~historical volatility of ~~warrant liability on the condensed statements of operations.~~

~~In addition, in order to finance transaction costs in connection with a Business Combination, certain~~shares of the Company’s ~~officers and directors or their affiliates may, but are not obligated to, loan~~common stock. In determining the expected term of stock options, the Company ~~funds as may~~uses the “simplified” method. Under this method, the expected term is presumed to be ~~required (“Working Capital Loans”).~~

If the ~~Company completes a Business Combination,~~midpoint between the ~~Company would repay~~average vesting date and the ~~Working Capital Loans out~~end of the ~~proceeds~~contractual term. The risk-free interest rate is based on the U.S. Treasury yield for a period consistent with the expected term of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds heldstock options in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be converted into warrants of the post Business Combination entity at a price of $1.00 per warrant. There have been no Working Capital Loans to date.

On September 17, 2021, the Company entered into a senior promissory with Pine Valley Investments LLC, a New Jersey Limited Liability Company (“Pine Valley”), an affiliate of the Company’s sponsor, LifeSci Capital LLC, with a principal amount of $850,000. Interest was to accrue at 2% per month on all outstanding principal. The Company was able to drawdown requests on the note in amounts no less than $50,000 unless agreed upon by the parties. The outstanding principal and any accrued interest was due upon the Company’s consummation of a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combinations. On October 13, 2021, the Company and Pine Valley entered into a Note Cancellation Agreement (See Note 9). No amounts were drawn against the note at September 30, 2021.

The holders of the Founder Shares, private warrants, and warrants that may be issued upon conversion of Working Capital Loans (and all underlying securities) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of the Initial Public Offering. The holders of the majority of these securities are entitled to make up to two demands that the Company register such securities. The holders of the majority of the Founder Shares can elect to exercise these registration rights at any time commencing three months prior to the date on which the Founder Shares are to be released from escrow.

The Company granted the underwriters a 45-day option from the date of the prospectus filed on October 13, 2020 to purchase up to 1,050,000 additional units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions.

The underwriters are entitled to a cash underwriting discount of $0.20 per unit, or $ 1,400,000 in the aggregate (or $1,610,000 in the aggregate if the underwriters’ over-allotment option is exercised in full), payable upon the closing of the Proposed Public Offering, and deferred compensation of $0.40 per unit, or $2,800,000 upon completion of a business combination or $3,220,000 in the aggregate if the underwriters’ over-allotment option is exercised in full.

~~See Note 3 for partial exercise of over-allotment subsequent to the Initial Public Offering. The remaining portion of the over-allotments units expired.~~

The Company has engaged LifeSci Capital LLC as an advisor in connection with a Business Combination to assist the Company in holding meetings with its shareholders to discuss the potential Business Combination and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing the Company’s securities in connection with a Business Combination, assist the Company in obtaining shareholder approval for the Business Combination and assist the Company with its press releases and public filings in connection with the Business Combination. The Company will pay LifeSci Capital LLC a cash fee for such services upon the consummation of a Business Combination in an amount equal to 4.0% of the gross proceeds of Initial Public Offering, exclusive of any applicable finders’ fees which might become payable.

On August 29, 2021, the Company entered into an Agreement and Plan of Merger (the “Agreement”) with Petra Acquisition Merger Inc., a Delaware corporation (“Merger Sub”), and Revelation Biosciences, Inc., a Delaware corporation (“RevBio”). Pursuant to the terms of the Agreement, Merger Sub shall be merged with and into Revbio becoming a wholly-owned subsidiary of the Company.

In accordance with the terms of the Agreement, at the Closing the Company will issue 10,500,000 shares of its common stock to RevBio as consideration for 100% of RevBio’s outstanding equity interests. Immediately following the Closing, the Company will have 12,319,538 (excluding 7,278,151 shares subject to redemption) shares of common stock issued and outstanding. The pre-merger shareholders of the Company will retain an aggregate of 1,819,538 shares of common stock of the Company, representing 14% ownership of the post-Merger Company. Therefore, upon consummation of the Merger, there will be a change in control of the Company, with the former owners of RevBio effectively acquiring control of the Company. The Merger will be treated as a reverse recapitalization effected by a share exchange for financial and reporting purposes since the Company will be deemed to be a shell corporation with nominal operations and assetseffect at the time of the ~~Merger. RevBio will be considered~~grants. The dividend yield assumption is based on the ~~acquirer for accounting purposes, and~~expectation of no future dividend payments by the ~~Company’s historical financial statements before~~Company. In addition to assumptions used in the ~~Merger will be replaced with~~Black-Scholes model, the ~~historical financial statements~~Company reduces stock-based compensation expense based on actual forfeitures in the period that each forfeiture occurs.

The weighted-average remaining contractual term of ~~RevBio before the Merger in future filings.~~

~~Pursuant to the terms~~0 equity awards exercised or vested as of the ~~Agreement, at~~three months ended March 31, 2022.

~~The authorized common stock of~~In connection with the Company's IPO, the Company ~~is up~~issued 7,278,151 Public Warrants to 100,000,000 shares of common stock. If the Company enters into an Initial Business Combination, it may (depending on the terms of such an Initial Business Combination) be required to increase the number of sharespurchase a share of common stock ~~which the Company is authorized to issue~~ at ~~the same time as the Company’s stockholders vote~~an exercise price of $11.50 per share and expire on the Initial Business Combination to the extent the Company seeks stockholder approval in connection with the Initial Business Combination. Holders of the Company’s common stock are entitled to one vote for each share of common stock. At September 30, 2021, there were 9,097,689 shares of common stock issued and outstanding, of which 7,278,151 shares were subject to possible redemption and are classified outside of permanent equity at the balance sheet. In connection with issuance of shares of common stock, the Company issued 7,278,151 Public Warrants.

The Company is authorized to issue 1,000,000 shares of preferred stock with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At September 30, 2021, there were no shares of preferred stock issued or outstanding.

. The Public Warrants ~~will become exercisable~~trade on the ~~later of (a) 30 days after~~Nasdaq Capital Market under the ~~completion of a Business Combination or (b) 12 months from the closing of the Initial~~ticker symbol REVBW.

No Public ~~Offering. No warrants~~Warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the shares of common stock issuable upon exercise of the ~~warrants~~Public Warrants and a current prospectus relating to such shares of common stock. Notwithstanding the foregoing, if a registration statement covering the shares of common stock issuable upon exercise of the ~~public warrants~~Public Warrants is not effective within a specified period following the consummation of a Business Combination, ~~warrant~~Public Warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise ~~warrants~~Public Warrants on a cashless basis pursuant to the exemption provided by Section 3(a) (9) of the Securities Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their ~~warrants~~Public Warrants on a cashless basis. ~~The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.~~

~~Once the warrants become exercisable, the~~The Company may redeem the Public Warrants ~~as follows:~~at a price of $

0.01 per Public Warrant upon not less than 30 days’ prior written notice of redemption if, and only if, the reported last sale price of the Company’s common stock equals or exceeds $

per share for any 20 trading days within a 30-trading day period ending on the third business day prior to the notice of redemption to the Public Warrant holders; and if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying the Public Warrants. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement.

~~The~~In connection with the Company's IPO, the Company issued 3,233,446 Private Warrants ~~will be identical~~ to ~~the Public Warrants underlying the Units being sold in the Initial Public Offering, except that the Private Warrants and the shares~~purchase a share of common stock ~~issuable upon the~~at an exercise price of ~~the Private Warrants will not be transferable, assignable or salable until after the completion of a Business Combination, subject to certain limited exceptions.~~$11.50 per share and expire on January 10, 2027. Additionally, the Private Warrants ~~will be~~are exercisable ~~for cash or~~ on a cashless basis at the holder’s option, and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. Historically,

~~The exercise price and number~~there were certain features in the Private Warrants that created a warrant liability. At the Closing of the Business Combination, the features that created the warrant liability were removed.

Prior to the Merger, in connection with the issuance of the Series A-1 Preferred Stock through a private placement, Revelation Sub issued warrants to the placement agent to purchase an aggregate of 167,867 shares of common stock ~~issuable upon~~at an exercise price of $2.68 per share, valued on the issuance date of the ~~warrants may be adjusted in certain circumstances including~~Series A-1 Preferred Stock in the ~~event~~aggregate at $326,675 and included in the issuance costs of the Series A-1 Preferred Stock. The warrants were exercisable immediately upon issuance, provide for a ~~stock dividend,~~cash or ~~recapitalization, reorganization, merger or consolidation. However,~~cashless exercise right and expire on January 31, 2027.

At the ~~warrants will not be adjusted~~Closing Date of the Business Combination, all warrant holders received a Rollover Warrant with an exchange ratio of 2.725, which had already vested upon original issuance.

On February 2, 2022, the Company received a notice of cash exercise for ~~issuance~~the Company’s Rollover Warrants for 1,891 shares of common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

In addition, if (x) the Company issues additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of an initial Business Combination at an issue price or effective issuepurchase price of ~~less than $9.50 per share~~$5,073. As of ~~common stock (with such issue price or effective issue price~~March 31, 2022, there were 165,976 Rollover Warrants remaining to be ~~determined in good faith by the Company’s board of directors, and in the case of any such issuance to our sponsor, initial stockholders~~exercised or their affiliates, without taking into account any founders’ shares held by them prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of an initial Business Combination on the date of the consummation of an initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummated an initial Business Combination (such price, the “Market Value”) is below $9.50 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of (i) the Market Value or (ii) the price at which the Company issues the additional shares of common stock or equity-linked securities.exchanged.

The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually.

The fair value of the ~~Company’s financial assets and liabilities reflects management’s estimate of amounts that~~Rollover Warrants was estimated using the ~~Company would have received in~~Black-Scholes option pricing model with the following assumptions:

In connection with the ~~sale~~PIPE Investment, the Company issued warrants to the Purchaser to purchase an aggregate of 2,586,667 shares of common stock at an exercise price of $3.29 per share, valued on the PIPE Investment purchase date in the aggregate at $3,634,262 and included in the issuance costs of the ~~assets~~PIPE Investment. The warrants were exercisable immediately upon issuance, provide for a cash or ~~paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets~~cashless exercise right and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities basedexpire on ~~the observable inputs and unobservable inputs used in order to value the assets and liabilities:~~

Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

~~Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.~~

The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at September 30, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

The fair value of the ~~Private~~warrants was estimated using the Black-Scholes option pricing model with the following assumptions:

In connection with the ~~initial measurement date. For the three and nine months ended September 30, 2021,~~PIPE Investment, the Company ~~recognized~~issued warrants to the Purchaser to purchase an aggregate of 1,293,541 shares of common stock at an exercise price of $0.00001 per share.

On February 22, 2022, the Company received a ~~gain~~notice of cash exercise for the Pre-Funded Warrants issued in connection with the PIPE Investment for 1,293,541 shares of common stock at purchase price of $12.94.

In connection with the PIPE Investment, the Company issued warrants to the Placement Agent to purchase an aggregate of 362,134 shares of common stock at an exercise price of $3.29 per share, valued on the PIPE Investment purchase date in the ~~statement of operations resulting from a decrease of $85,040~~aggregate at $508,797 and ~~$1,256,462~~included in the ~~fair value~~issuance costs of ~~warrant liabilities, respectively, presented as change in fair value of derivative warrant liability.~~

the PIPE Investment. The warrants were exercisable immediately upon issuance, provide for a cash or cashless exercise right and expire on January 25, 2027.

The ~~estimated~~ fair value of the ~~Private Placement Warrants prior to being separately listed and traded, is determined~~warrants was estimated using ~~Level 3 inputs. Inherent in a Monte Carlo simulation are assumptions related to expected stock-price volatility, expected life, and risk-free interest rate. The Company estimates~~ the ~~volatility of its common stock warrants based on implied volatility from~~Black-Scholes option pricing model with the Company’s traded warrants and from historical volatility of select peer companies’ common stock that matches the expected remaining life of the Warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the Warrants. The expected life of the Warrants is assumed to be equivalent to their estimated remaining life.following assumptions:

On October 13, 2021, the Company and Pine Valley entered into a Note Cancellation Agreement whereas the note and all obligations outstanding in connection with the note were cancelled. At the time of the Note Cancellation Agreement there was no outstanding principal or accrued interest.

Simultaneous with the Note Cancellation, on October 13, 2021, the Company issued three senior promissory notes in an aggregate amount of up to $750,000, which may be drawn down upon requests in amounts no less than $50,000 unless agreed upon by the parties. The notes accrue interest at the rate of 2% per month on the outstanding loan amount and such amounts will be repayable by Company upon consummation of an initial business combination.

~~On October 8, 2021, the Company’s stockholders approved to amend the Company’s second amended and restated certificate of incorporation, pursuant to which, the date by which~~In preparing these condensed consolidated financial statements, the Company has evaluated and determined there are no events and transactions for potential recognition or disclosure through May 13, 2022, the date the financial statements were available to consummate a business combination was extended from October 13, 2021 to November 13, 2021. In addition, the amendment provides the Company options to further extend such date to December 13, 2021 and January 13, 2021.be issued.

~~ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS~~

References in this report (the “Quarterly Report”) to “we,” “us” or the “Company” refer to Petra Acquisition, Inc. References to our “management” or our “management team” refer to our officers and directors, references to the “sponsor” refer to Petra Investment Holdings LLC. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act that are not historical facts, and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Form 10-Q including, without limitation, statements in this “Management’sItem 2. Management’s Discussion and Analysis of Financial Condition and Results of ~~Operations” regarding~~Operations

You should read the ~~Company’s~~following discussion of our financial ~~position, business strategy~~condition and results of operations in conjunction with our financial statements and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Suchnotes included elsewhere in the Form 10-Q. The following discussion contains forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performancethat involve certain risks and ~~results discussed in the forward-looking statements. For information identifying important factors that could cause~~uncertainties. Our actual results tocould differ materially from those ~~anticipated~~discussed in these statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in the ~~forward-looking statements, please~~Form 10-Q and our Annual Report on Form 10-K for the year ended December 31, 2021 , particularly under the “Risk Factors” and “Disclosure Regarding Forward-Looking Statements” sections.

Throughout this section, unless otherwise noted, “we,” “our,” “us,” “Revelation” and the “Company” refer to Revelation Biosciences, Inc. and its subsidiary.

Revelation is a clinical-stage biopharmaceutical company founded in May 2020. We are focused on the ~~Risk Factors section~~development or commercialization of immune system therapeutics and diagnostics. Our current product candidates are being developed for the prevention, treatment and detection of allergies and viral infections. REVTx-99a, is being developed as a broad anti-viral nasal drop for the potential prevention or treatment of respiratory viral infections. REVTx-99b is being developed for the prevention or treatment of nasal congestion due to allergies or chronic rhinosinusitis. Our lead diagnostic, REVDx-501 (REVIDTM Rapid Test Kit), is being developed as a rapid point of care diagnostic product that can potentially be used to detect various respiratory viral infections.

Since our inception in May 2020, we have devoted substantially all of our resources to organizing and staffing our Company, business planning, raising capital, and research and development of REVTx-99a/b and REVDx-501, our product candidates.

We have funded our operations since our inception in May 2020 to March 31, 2022 through the issuance and sale of our capital stock, from which we have raised net proceeds of $25.5 million. Our current cash and cash equivalents balance will not be sufficient to complete all necessary product development or future commercialization efforts. We anticipate that our current cash and cash equivalents balance will not be sufficient to sustain operations within one year after the date that our unaudited financial statements for March 31, 2022 were issued, which raises substantial doubt about our ability to continue as a going concern.

We plan to seek additional funding through public or private equity or debt financings. We may not be able to obtain financing on acceptable terms, or at all. The terms of any financing may adversely affect the holdings or the rights of our stockholders. If we are unable to obtain funding we could be required to delay, reduce or eliminate research and development programs, product portfolio expansion or future commercialization efforts, which could adversely affect our business operations.

We have incurred recurring losses since our inception, including a net loss of $6.6 million and $2.6 million for the three months ended March 31, 2022 and 2021, respectively. As of March 31, 2022 we had an accumulated deficit of $21.1 million. We expect to continue to generate operating losses and negative operating cash flows for the foreseeable future if and as we:

Our general and administrative expenses consist primarily of personnel costs, expenses for outside professional services, including financial advisory, legal, human resource, audit and accounting services and consulting costs. Personnel and related costs consist of salaries, employee benefits and stock-based compensation for personnel involved in executive, finance and other administrative functions. We expect our general and administrative expenses to increase for the foreseeable future as we increase the size of our administrative function to support the growth of our business and support our continued research and development activities. We also anticipate increased expenses as a result of ~~new information, future events or otherwise.~~operating as a public company, including increased expenses related to

~~Overview~~financial advisory services, audit, legal, regulatory, investor relations costs, director and officer insurance premiums associated with maintaining compliance with exchange listing and SEC requirements.

Other income (expense), net primarily consists of foreign currency transaction gains and losses, interest expense for the Promissory Notes Payable and Convertible Note and interest income from our cash balances in savings accounts.

The following table summarizes our results of operations for the periods presented:

The following table summarizes our research and development expenses for the periods presented:

Research and development expenses increased by $2.1 million, from $1.6 million for the three months ended March 31, 2021 to $3.7 million for the three months ended March 31, 2022. The increase was primarily due to an increase of $2.2 million in clinical study expenses related to REVTx-99a, $0.2 million in clinical study expenses related to REVTx-99b, $0.1 million in REVTx-99a/b manufacturing expenses and $0.2 million in personnel expenses, which included $57,808 of employee stock-based compensation expense. These increases were offset by a decrease of $0.5 million in diagnostic development expenses related to REVDx-501.

The following table summarizes our general and administrative expenses for the periods presented:

General and administrative expenses increased by $1.9 million, from $1.1 million for the three months ended March 31, 2021 to $2.9 million for the three months ended March 31, 2022. The increase was primarily due to an increase $1.2 million in financial advisory fees, legal fees and professional consulting service fees. In addition, other expenses increased by $0.7 million as a result of an increase in D&O Insurance.

Other income (expense), net was $4,645 for the three months ended March 31, 2021 and $30,241 for the three months ended March 31, 2022, related to interest expense for the Promissory Notes Payable and Convertible Note, foreign currency transaction gains and losses, and interest income from our cash balances in savings accounts.

Since our inception to March 31, 2022, we have funded our operations from the issuance and sale of our common stock, preferred stock and warrants, from which we have raised net proceeds of $25.5 million, of which $11.6 million was received during the three months ending March 31, 2022. As of March 31, 2022, we had available cash and cash equivalents of $7.2 million and an accumulated deficit of $21.1 million.

Our use of cash is to fund operating expenses, which consist primarily of research and development expenditures related to our lead therapeutic product candidates, REVTx-99a/b and the development of our lead diagnostic product, REVDx-501. We plan to increase our research and development expenses substantially for the foreseeable future as we continue the clinical development of our current and future product candidates. At this time, due to the inherently unpredictable nature of product development, we cannot reasonably estimate the costs we will incur and the timelines that will be required to complete development, obtain marketing approval, and commercialize our current product candidate, diagnostic product or any future product candidates. For the same reasons, we are also unable to predict when, if ever, we will generate revenue from product sales or any future license agreements which we may enter into or whether, or when, if ever, we may achieve profitability. Clinical and preclinical development timelines, the probability of success, and development costs can differ materially from expectations. In addition, we cannot forecast the timing and amounts of milestone, royalty and other revenue from licensing activities, which future product candidates may be subject to future collaborations, when such arrangements will be secured, if at all, and to what degree such arrangements would affect our development plans and capital requirements.

We ~~are a blank check company formed under the laws of the State of Delaware on November 20, 2019~~expect to continue to generate substantial operating losses for the ~~purpose~~foreseeable future as we expand our research and development activities. We will continue to fund our operations primarily through utilization of ~~effecting a merger, share exchange, asset acquisition, stock purchase, recapitalization~~our current financial resources and through additional raises of capital.

To the extent that we raise additional capital through partnerships or ~~reorganization (each a “Business Combination”)~~licensing arrangements with third parties, we may have to relinquish valuable rights to our product candidates, future revenue streams or research programs or to grant licenses on terms that may not be favorable to us. If we raise additional capital through public or private equity offerings, the ownership interest of our then-existing stockholders will be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect our stockholders’ rights. If we raise additional capital through debt financing, we may be subject to covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends. If we are unable to obtain adequate financing when needed, we may have to delay, reduce the scope of or suspend one or more ~~businesses~~of our clinical studies or ~~entities. We intend~~preclinical studies, research and development programs or commercialization efforts or grant rights to ~~complete~~develop and market our ~~Business Combination using cash from the proceeds from our Initial Public Offering, the exercise of over-allotment option and the sale of the private warrants, our capital stock, debt~~product candidates or ~~a combination of cash, stock and debt.~~

Our entire activity since inception relates to our formation, to prepare for our Initial Public Offering, which was consummated on October 13, 2020 and identifying a company for a Business Combination.

~~The issuance of additional shares in connection with an initial Business Combination:~~

~~Similarly,~~diagnostic product even if we ~~issue debt securities, it could result in:~~would otherwise prefer to develop and market such product candidates or diagnostic product ourselves.

We have incurred recurring losses since our inception, including a net loss of $6.6 million for the three months ended March 31, 2022. As of March 31, 2022 we had an accumulated deficit of $21.1 million, a stockholders’ deficit of $98,511 and available cash and cash equivalents of $7.2 million. We expect to continue to incur significant ~~costs in the pursuit of our initial Business Combination. We cannot assure you that our plans to complete our initial Business Combination will be successful.~~

~~On August 29, 2021, we entered into an Agreement~~operating and Plan of Merger (the “Agreement”) with Petra Acquisition Merger Inc., a Delaware corporation (“Merger Sub”), and Revelation Biosciences, Inc., a Delaware corporation (“RevBio”). Pursuant to the terms of the Agreement, Merger Sub shall be merged with and into Revbio becoming a wholly-owned subsidiary of the Company. See Note 6 to Item 1 above for a description of the Merger Agreement and the transactions contemplated thereby.

Our only activities from November 20, 2019 (inception) through September 30, 2021 were organizational activities, those necessary to consummate the Initial Public Offering, described below, searching for a target company for a business combination, and the proposed acquisition of RevBio. We generate non-operating income in the form of interest income on marketable securities held after the Initial Public Offering. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance),net losses, as well as negative cash flows from operations, for ~~due diligence expenses.~~the foreseeable future as we continue to complete all necessary product development or future commercialization efforts. We have never generated revenue and do not expect to generate revenue from product sales unless and until we successfully complete development and obtain regulatory approval for REVTx-99a/b, REVDx-501 or other product candidates, which we expect will not be for at least several years, if ever. We do not anticipate that our current cash and cash equivalents balance will be sufficient to sustain operations within one year after the date that our unaudited financial statements for March 31, 2022 were issued, which raises substantial doubt about our ability to continue as a going concern.

The unaudited condensed consolidated financial statements for March 31, 2022, have been prepared on the basis that we will continue as a going concern, and do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability for us to continue as a going concern.

During the three months ended ~~September 30, 2021, we had a~~March 31, 2022, net loss of $757,638 which consisted primarily of general and administrative expenses of $844,531 and change in fair value of warrant liability of $85,040. For the three months ended September 30, 2020, we had a net loss of $868, which consisted solely of general and administrative expenses.

For the nine months ended September 30, 2021, we had a net loss of $910,588 which consisted primarily of general and administrative expenses of $2,155,418 and change in fair value of warrant liability of $1,256,462. For the nine months ended September 30, 2020, we had a net loss of $8,549, which consisted solely of general and administrative expenses.

~~Until the consummation of the Initial Public Offering, our liquidity needs were satisfied by notes payable and advances from our Sponsor.~~

On October 13, 2020, we consummated our Initial Public Offering of 7,000,000 Units, at a price of $10.00 per Unit, generating gross proceeds of $70,000,000. Simultaneously with the closing of the Initial Public Offering, we consummated the sale of 3,150,000 Private Warrants to our Sponsor, generating gross proceeds of $3,150,000.

On October 16, 2020, in connection with the underwriters’ partial exercise of their over-allotment option, we consummated the sale of an additional 278,151 Units at a price of $10.00 per Unit, generating total gross proceeds of $2,781,151. In addition, we also consummated the sale of an additional 83,446 Private Warrants to our Sponsor at $1.00 per Private Warrant, generating total gross proceeds of $83,446.

Following the closing of the Initial Public Offering, the exercise of the over-allotment option and the sale of the additional Private Warrants, an aggregate amount of $73,509,325 has been placed in the Company’s trust account established in connection with the IPO.

~~For the nine months ended September 30, 2021,~~ cash used in operating activities was ~~$499,916,~~$4.8 million, which ~~represented $910,588 in~~consisted of a net loss ~~$17,356~~of $6.6 million, offset by non-cash charges of $0.2 million comprised of stock-based compensation expense, non-cash lease expense and depreciation expense plus a net change of $1.6 million in ~~unrealized~~our net operating assets and liabilities.

During the three months ended March 31, 2021, net cash used in operating activities was $2.4 million, which consisted of a net loss of $2.6 million, offset by non-cash charges of $0.1 million comprised of stock-based compensation expense, non-cash lease expense and depreciation expense plus a net change of $0.1 million in our net operating assets and liabilities.

During the three months ended March 31, 2022, there was no cash used in investing activities.

During the three months ended March 31, 2021, net cash used in investing activities consisted of $99,101 for purchases of lab equipment.

During the three months ended March 31, 2022, net cash provided by financing activities was $10.7 million, from net proceeds of $4.2 million received in connection with the Business Combination, after exercise of the Forward Share Purchase Agreement of $7.7 million, and net proceeds of $7.3 million received from the PIPE, offset by $0.8 million in repayments of Promissory Notes Payable, including interest expense.

During the three months ended March 31, 2021, net cash provided by financing activities was $8.0 million, from the sale of our common stock, Series A Preferred Stock and Series A-1 Preferred Stock.

The following table summarizes our contractual obligations as of March 31, 2022 and the effects of such obligations are expected to have on ~~marketable securities, changes~~our liquidity and cash flow in ~~accounts payable~~future periods:

We have entered into an operating lease for laboratory space in San Diego, California. The table above includes future minimum lease payments under the non-cancelable lease arrangement.

We have entered into a Premium Finance Agreement with a lender that directly paid the Company’s D&O Insurance. The table above includes future minimum payments under the cancelable Premium Finance Agreement.

We enter into contracts in the normal course of business with third party service providers and ~~accrued liabilities of $1,560,341~~vendors. These contracts generally provide for termination on notice and, ~~$94,936 in prepaid insurance, offset primarily by $1,256,462 in change in fair value of warrant liability~~therefore, are cancellable contracts and ~~$5,499 in interest earned on cash held in trust,.~~not considered contractual obligations and commitments.

As of ~~September 30, 2021,~~March 31, 2022, we ~~had~~did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.

Our cash and cash equivalents ~~of $0, marketable securities of $19,749, prepaid expenses of $19,334, and $73,514,561 held in our Trust account from our IPO and the purchase of private warrants, consisting~~consist primarily of ~~cash and~~highly liquid investments in money market funds ~~with~~and cash on hand and have an original maturity date of 90 days or less. The fair value of our cash and cash equivalents would not be significantly affected by either an increase or decrease in interest rates due mainly to the short-term ~~maturities. Interest income on the balance~~nature of these instruments.

Our expenses are generally denominated in the ~~trust account may be used by us to pay taxes. Through September 30, 2021, we did not withdraw any interest earned on the trust account.~~

We intend to use substantially all of the funds held in the trust account, to acquire a target business and to pay our expenses relating thereto. To the extent that our capital stock is used in whole or in part as consideration to effect a business combination, the remaining funds held in the trust account will be used as working capital to finance the operations of the target business. Such working capital funds could be used in a variety of ways including continuing or expanding the target business’ operations, for strategic acquisitions and for marketing, research and development of existing or new products. Such funds could also be used to repay any operating expenses or finders’ fees which we had incurred prior to the completion of our business combination if the funds available to us outside of the trust account were insufficient to cover such expenses.

In order to fund working capital deficiencies or finance transaction costs in connection with a business combination, the Sponsor or our officers and directors or their affiliates may, but are not obligated to, loan us funds on a non-interest basis as may be required. If we complete our initial business combination, we would repay such loaned amounts. In the event that our initial business combination does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from our trust account would be used for such repayment. Up to $1,500,000 of notes may be convertible into Private Warrants, at a price of $1.00 per warrant. The warrants would be identical to the Private Warrants.

We do not believe we will need to raise additional funds subsequent to the Initial Public Offering in order to meet the expenditures required for operating our business prior to our initial business combination. However, if our estimates of the costs of identifying a target business, undertaking in-depth due diligence and negotiating an initial business combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our business combination. Moreover, we may need to obtain additional financing either to complete our business combination or because we become obligated to redeem a significant number of our public shares upon completion of our business combination,currencies in which ~~case we may issue additional securities or incur debt in connection with such business combination. If we~~our operations are ~~unable to complete our initial business combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the trust account.~~

~~We have no obligations, assets or liabilities,~~located, which would be considered off-balance sheet arrangements as of September 30, 2021. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than the underwriters are entitled to deferred compensation of $0.40 per unit, or $2,800,000 upon completion of a business combination or $3,220,000 in the aggregate if the underwriters’ over-allotment option is exercised in full in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that we complete a Business Combination, subject to the terms of the underwriting agreement.

~~The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted~~primarily in the United States and Australia. We make payments to vendors for research and development services with payments denominated in foreign currencies including Australian Dollars and British Pounds. We are subject to foreign currency transaction gains or losses on our payments denominated in foreign currencies. To date, foreign currency transaction gains and losses have not been material and we have not had a formal hedging program with respect to foreign currency; however, we may consider doing so in the future. A 10% increase or decrease in currency exchange rates would not have a material effect on our financial results.

Our management’s discussion and analysis of ~~America~~our financial condition and results of operations is based on our financial statements, which have been prepared in accordance with the U.S. generally accepted accounting principles (“GAAP”). The preparation of the condensed consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions about future events that affect the ~~reported~~ amounts of assets and liabilities ~~disclosure of~~reported, disclosures about contingent assets and liabilities, and reported amounts of revenue and expenses. These estimates and assumptions are based on management’s best estimates and judgment. Management regularly evaluates its estimates and assumptions using industry experience and other factors; however, actual results could differ materially from these estimates and could have an adverse effect on our condensed consolidated financial statements. While our significant accounting policies are more fully described in the notes to our condensed consolidated financial statements, we believe that the accounting policies discussed below are most critical to understanding and evaluating our historical and future performance.

We record accrued expenses for estimated preclinical and clinical study and research expenses related to the services performed but not yet invoiced pursuant to contracts with research institutions, contract research organizations and clinical manufacturing organizations that conduct and manage preclinical studies, and clinical studies, and research services on our behalf.

Payments for these services are based on the terms of individual agreements and payment timing may differ significantly from the period in which the services were performed. Our estimates are based on factors such as the work completed, including the level of patient enrollment. We monitor patient enrollment levels and related activity to the extent reasonably possible and make judgments and estimates in determining the accrued balance in each reporting period. Our estimates of accrued expenses are based on the facts and circumstances known at the time. If we underestimate or overestimate the level of services performed or the costs of these services, our actual expenses could differ from our estimates. As actual costs become known, we adjust our accrued expenses. To date, we have not experienced significant changes in our estimates of clinical study accruals.

We recognize the compensation expense related to stock options, third-party warrants, and RSU awards granted, based on the estimated fair value of the awards on the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have identified the following critical accounting policies as of September 30, 2021.

We account for common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. Our common stock features certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of our condensed balance sheet.

The Company accounts for the Warrants in accordance with the guidance contained in ASC 815 under which the Private Warrants do not meet the criteria for equity treatment and must be recorded as derivative liabilities. Accordingly, the Company classifies the Private Warrants as liabilities at their fair value and adjusts the Private Warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until the Private Warrants are exercised or expire, and any change in fair value is recognized in the Company’s statement of operations.grant. The fair value of employee stock options and third-party warrants are generally determined using the ~~Private Warrants was initially~~Black-Scholes option-pricing model using various inputs, including estimates of expected volatility, term, risk-free rate, and ~~subsequently measured at~~future dividends. The grant date fair value of the ~~end~~stock-based awards, which have graded vesting, is recognized using the straight-line method over the requisite service period of each ~~reporting~~stock-based award, which is generally the vesting period ~~using~~of the respective stock-based awards. The Company recognizes forfeitures as they occur.

As of March 31, 2022, there were 460,706 Rollover RSU awards and 354,452 stock options outstanding.

Prior to the Business Combination, given the absence of a ~~Monte Carlo simulation.~~public trading market for our shares of common stock, our board of directors exercises its judgment and considers a number of objective and subjective factors to determine the best estimate of the fair value of our shares of common stock, including timely valuations of our shares of common stock prepared by an unrelated third-party valuation firm, important developments in our operations, sales of common stock and convertible preferred shares, actual operating results and financial performance, the conditions in the biotechnology industry and the economy in general, the stock price performance and volatility of comparable public companies, and the lack of liquidity of our shares of common stock, among other factors. After the Business Combination, the fair value of each share of common stock is based on the closing price of our shares of common stock as reported on the date of grant.

See Note 2 to our unaudited condensed consolidated financial statements for more information about recent accounting pronouncements,

~~Management does not believe that any recently issued, but not~~ the timing of their adoption, and our assessment, to the extent we have made one yet, ~~effective, accounting standards, if currently adopted, would have a material effect~~of their potential impact on our ~~condensed~~ financial ~~statements.~~condition of results of operations.

~~ITEM~~Item 3. ~~QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK~~Quantitative and Qualitative Disclosures About Market Risk

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.

As of September 30, 2021, we were not subject to any market or interest rate risk. Following the consummation of our Initial Public Offering, the net proceeds received into the Trust Account, have been invested in U.S. government treasury bills, notes or bonds with a maturity of 185 days or less or in certain money market funds that invest solely in US treasuries. Due to the short-term nature of these investments, we believe there will be no associated material exposure to interest rate risk.

Our management, with the participation of our principal executive officer and our principal financial officer, evaluated, as of the end of the period covered by this Quarterly Report on Form 10-Q, the effectiveness of our disclosure controls and procedures. Based on that evaluation of our disclosure controls and procedures as of March 31, 2022, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures as of such date are effective at the reasonable assurance level. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in ~~our~~the reports ~~filed~~that it files or ~~submitted~~submits under the Exchange Act isare recorded, processed, summarized and reported within the time periods specified in the ~~SEC’s~~U.S. Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in ~~our~~the reports ~~filed~~we file or ~~submitted~~submit under the Exchange Act is accumulated and communicated to our management, including our ~~Chief Executive Officer~~principal executive officer and ~~Chief Financial Officer,~~principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure Management recognizes that any controls and procedures, asno matter how well designed and operated, can provide only reasonable assurance of September 30, 2021. Based on this evaluation, our principal executive officer and principal financial and accounting officer have concluded that, solely due to the events that led to the Company’s restatement of its financial statements to reclassify the Company’s derivative instruments as liabilities (which are described in the Company’s Amendment No. 1 to its Annual Report on Form 10-K/A filed on June 16, 2021) (the “Restatement”), during the period covered by this report, a material weakness existedachieving their objectives, and our ~~disclosure~~management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and ~~procedures were not effective.~~procedures.

There was no change in our internal control over financial reporting that occurred during ~~the fiscal~~our most recent quarter ~~of 2021 covered by this Quarterly Report on Form 10-Q~~ that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. In light of the material weakness identified and the resulting Restatement, we plan to enhance our processes to identify and appropriately apply applicable accounting requirements to better evaluate and understand the nuances of the complex accounting standards that apply to our financial statements. Our plans at this time include providing enhanced access to accounting literature, research materials and documents and increased communication among our personnel and third-party professionals with whom we consult regarding complex accounting applications. The elements of our remediation plan can only be accomplished over time, and we can offer no assurance that these initiatives will ultimately have the intended effects.

~~There are no pending legal proceedings~~On February 18, 2022, LifeSci Capital LLC filed an action against the Company in the U.S. District Court for the Southern District of New York seeking damages in the amount of approximately $2.7 million in cash and $2.6 million in equity for unpaid banking and advisory fees. These fees arise under contracts which were entered into prior to ~~which~~the Business Combination and the Company is ~~a party or in which any director, officer or affiliate~~disputing the amount owed under those contracts and has asserted affirmative defenses including the defense that the amount of the ~~Company, any owner~~fees sought exceeded the $8.5 million cap on transaction expenses in the Business Combination Agreement. This action remains pending as of ~~record or beneficially~~the date of ~~more than 5%~~this Report. $1.5 million of the claim relates to deferred underwriting fees from the Petra initial public offering, which are recorded as a current liability in the financial statements under deferred underwriting commissions. No other liabilities are reflected in the financial statements as the amount of any ~~class of voting securities of the Company, or security holder is a party adverse to the Company or has a material interest adverse to the Company. The Company’s property is~~additional liability can not ~~the subject of any pending legal proceedings.~~be determined at this time.

~~There have been no material changes~~Our business is subject to ~~the risk factors previously disclosed~~various risks, including those described in ~~Part 1,~~ Item 1A of our Annual Report on Form ~~10-K/A~~10-K for the year ended December 31, ~~2020, filed June 16,~~ 2021. There have been no material changes from the risk factors disclosed in Item 1A of our Annual Report on Form 10-K.

~~ITEM~~Item 2. ~~UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS~~Unregistered Sales of Equity Securities and Use of Proceeds

In January 2020, we issued 3,593,750 Founder Shares for an aggregate price of $25,000 to our Sponsor. The foregoing issuance was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended (“Securities Act”). On August 24, 2020, pursuant to amendment to the terms of the Company’s offering our Sponsor agreed to cancel 1,437,500 shares, resulting in an aggregate amount of 2,156,250 founders shares outstanding. On October 7, 2020, the Sponsor agreed to cancel an aggregate of 143,750 Founder Shares such that the original issuance was reduced to 2,012,500 shares of common stock.

On October 13, 2020, we consummated the Initial Public Offering of 7,000,000 units. On October 16, 2020, we consummated the sale of an additional 278,151 units subject to the underwriters’ over-allotment option. The units sold in the Initial Public Offering, including pursuant to the over-allotment option, were sold at an offering price of $10.00 per unit, generating total gross proceeds of $72,781,510. LifeSci Capital LLC and Ladenburg Thalmann & Co. Inc., acted as joint book-running managers and Northland Securities, Inc., and Ingalls & Snyder LLC acted as co-managers of the Initial Public Offering. The securities in the offering were registered under the Securities Act on registration statements on Forms S-1 (Nos. 333-240175). The Securities and Exchange Commission declared the registration statement effective on October 7, 2020.

Simultaneous with the consummation of the Initial Public Offering, we consummated the private placement of an aggregate of 3,150,000 private warrants (“Private Warrants”) to our Sponsor at a price of $1.00 per Private Warrant, generating total proceeds of $3,150,000. Simultaneous with the consummation of the underwriters’ over-allotment option, we consummated the private placement of an additional 83,446 Private Warrants to the Sponsor at a price of $1.00 per Private Warrant, generating total proceeds of $83,446. These issuances were made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

The Private Warrants are identical to the warrants sold in the Initial Public Offering, except that the private warrants: (i) will not be redeemable by us and (ii) may be exercised for cash or on a cashless basis, as described in this prospectus, in each case so long as they are held by the initial purchasers or any of their permitted transferees. If the private warrants are held by holders other than the initial purchasers or any of their permitted transferees, the private warrants will be redeemable by us and exercisable by the holders on the same basis as the warrants included in the units being sold in this offering. Furthermore, our initial stockholders have agreed to vote the their founders shares in favor of any proposed business combination, as applicable (B) not to convert any founders shares in connection with a stockholder vote to approve a proposed initial business combination or sell any shares to us in a tender offer in connection with a proposed initial business combination and (C) that the founders shares shall not participate in any liquidating distribution from our trust account upon winding up if a business combination is not consummated.

~~Of the gross proceeds received from the Initial Public Offering and private placement of Private Warrants, $73,509,325 has been placed in a trust account.~~

Transaction costs amounted to $4,682,736, consisting of $4,366,890 of underwriting fees ($2,911,260 of which payment is deferred) and $315,846 of professional fees, printing, filing, regulatory and other costs which have been charged to additional paid in capital upon completion of the Initial Public Offering.

~~For a description of the use of the proceeds generated in our Initial Public Offering, see Part I, Item 2 of this Form 10-Q.~~

~~ITEM~~Item 3. ~~DEFAULTS UPON SENIOR SECURITIES~~Defaults Upon Senior Securities

Furnish the exhibits required by Item 601 of Regulation S-K (§ 229.601 of this chapter).

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	March 31, 2022		December 31, 2021
Prepaid clinical costs	$	—	$	488,614
Prepaid insurance		618,750		—
Other prepaid expenses & current assets		66,030		148,728
Total prepaid expenses & current assets	$	684,780	$	637,342


	March 31, 2022			December 31, 2021
Lab equipment	$	131,963		$	131,963
Total property and equipment, gross		131,963			131,963
Accumulated depreciation	$	(23,044	)	$	(16,782	)
Total property and equipment, net		108,919			115,181


	March 31, 2022		December 31, 2021
Accrued payroll and related expenses	$	978,343	$	756,729
Accrued clinical study expenses		1,255,901		327,244
Accrued professional fees		848,223		294,130
Accrued clinical development costs		110,566		145,566
Accrued other expenses		—		5,000
Premium Finance Agreement		513,333		—
Total accrued expenses	$	3,706,366	$	1,528,669


Volatility	70.5	%
Expected term (years)	6.11
Risk-free interest rate	1.92
Expected dividend yield	0.0


Volatility	115	%
Expected term (years)	6
Risk-free interest rate	0.85
Expected dividend yield	—

	September 30, 2021			December 31, 2020
	(Unaudited)			(As Restated)
ASSETS
Current assets:
Cash and cash equivalents	$	-		$	11,734
Marketable securities		19,749			525,287
Prepaid expenses		19,334			114,270
Total current assets		39,083			651,291

Cash held in Trust Account		73,516,414			73,510,915
Total assets	$	73,555,497		$	74,162,206

LIABILITIES AND STOCKHOLDER'S DEFICIT
Current liabilities:
Accounts payable and accrued liabilities	$	1,594,113		$	33,772
Warrant liability		2,143,416			3,399,878
Total current liabilities		3,737,529			3,433,650

Deferred underwriting commissions		2,911,260			2,911,260
Total liabilities		6,648,789			6,344,910

Commitments and Contingencies (Note 5)

Common stock subject to possible redemption, 7,278,151 shares at redemption value		73,509,325			73,509,325

Stockholder's equity (deficit):
Preferred stock, par value $0.001, 1,000,000 shares authorized; 0 issued and outstanding		-			-
Common stock, par value $0.001, 100,000,000 shares authorized; 1,819,538 shares issued and outstanding (excluding 7,278,151 shares subject to possible redemption) as of September 30, 2021 and December 31, 2020, respectively		1,820			1,820
Additional paid-in capital		-			-
Accumulated deficit		(6,604,437	)		(5,693,849	)
Total stockholder's deficit		(6,602,617	)		(5,692,029	)
Total liabilities and stockholder's deficit	$	73,555,497		$	74,162,206

	For the Three Months Ended						For the Nine Months Ended
	September 30, 2021			September 30, 2020			September 30, 2021			September 30, 2020

Operating expenses:
General and administrative	$	844,531		$	868		$	2,155,418		$	8,549
Loss from operations		(844,531	)		(868	)		(2,155,418	)		(8,549	)

Other income (expense):
Interest income		1,853			-			5,724			-
Unrealized loss on marketable securities		-			-			(17,356	)		-
Change in fair value of warrant liability		85,040			-			1,256,462			-
Other income, net		86,893			-			1,244,830			-

Net income (loss)	$	(757,638	)	$	(868	)	$	(910,588	)	$	(8,549	)

Weighted-average common shares subject to redemption outstanding, basic and diluted		7,278,151			-			7,278,151			-
Basic and diluted net income (loss) per common share subject to redemption	$	0.00		$	-		$	0.00		$	-

Weighted-average common shares outstanding, basic and diluted		1,819,538			2,622,283			1,819,538			2,942,194
Basic and diluted net income (loss) per common share	$	(0.42	)	$	(0.00	)	$	(0.50	)	$	(0.00	)

							Additional					Total
	Common Stock						Paid-in		Accumulated			Stockholder's
	Shares			Amount			Paid-in Capital		Deficit			Deficit

Balance at December 31, 2019		-			-			-		(3,638	)		(3,638	)
Sale of common stock to sponsors (1) (Note 5)		3,593,750			3,594			21,406		-			25,000
Net loss		-			-			-		(3,000	)		(3,000	)
Balance at March 31, 2020		3,593,750			3,594			21,406		(6,638	)		18,362
Net loss		-			-			-		(4,681	)		(4,681	)
Balance at June 30, 2020		3,593,750			3,594			21,406		(11,319	)		13,681
Cancellation of founders shares		(1,437,500	)		(1,438	)		1,438		-			-
Net loss		-			-			-		(868	)		(868	)
Balance at September 30, 2020 (unaudited)		2,156,250			2,156			22,844		(12,187	)		12,813

Balance at December 31, 2020		1,819,538		$	1,820		$	-	$	(5,693,849	)	$	(5,692,029	)
Net income		-			-			-		1,178,194			1,178,194
Balance at March 31, 2021		1,819,538			1,820			-		(4,515,655	)		(4,513,835	)
Net loss		-			-			-		(1,331,144	)		(1,331,144	)
Balance at June 30, 2021		1,819,538			1,820			-		(5,846,799	)		(5,844,979	)
Net loss		-			-			-		(757,638	)		(757,638	)
Balance at September 30, 2021 (unaudited)		1,819,538		$	1,820		$	-	$	(6,604,437	)	$	(6,602,617	)

	Three Months Ended			Nine Months Ended
	September 30,			September 30,
	2021			2021
Common stock subject to possible redemption
Numerator: Earnings allocable to common stock subject to possible redemption
Interest earned on marketable securities held in Trust Account	$	1,853		$	5,724
Net income attributable	$	1,853		$	5,724
Denominator: Weighted Average common stock subject to possible redemption
Basic and diluted weighted average shares outstanding, common stock subject to possible redemption		7,278,151			7,278,151
Basic and diluted net income per share, common stock subject to possible redemption	$	0.00		$	0.00

Non-Redeemable common stock
Numerator: Net Loss minus Net Earnings
Net loss	$	(757,638	)	$	(910,588	)
Less: Net income allocable to common stock subject to possible redemption		(1,853	)		(5,724	)
Non-Redeemable Net Loss	$	(759,491	)	$	(916,312	)
Denominator: Weighted Average Non-redeemable Common Stock
Basic and diluted weighted average shares outstanding, common stock		1,819,538			1,819,538
Basic and diluted net loss per share, common stock	$	(0.42	)	$	(0.50	)


	March 31, 2022		March 31, 2021
Series A Preferred Stock		—		1,713,965
Series A-1 Preferred Stock		—		1,865,238
Public Warrants		7,278,151		—
Private Warrants		3,233,446		—
Common Warrants		2,586,667		—
Placement Agent Warrants		362,134		—
Rollover Warrants		165,976		167,867
Unvested and unissued Rollover RSU awards		460,706		460,706
Stock options outstanding		354,452		—
Dilutive shares reserved for issuance		14,441,532		4,207,776
Shares available for future stock grants under the 2021 Equity Incentive Plan		939,969		—
Total common stock reserved for issuance		15,381,501		4,207,776


	Three Months Ended March 31, 2022		Three Months Ended March 31, 2021
General and administrative	$	80,084		94,040
Research and development		57,808		8,285
Total stock-based compensation expense	$	137,892		102,325

Description	September 30, 2021		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Assets:
Marketable securities held in Trust Account	$	73,516,414	$	73,516,414	$	-	$	-
Marketable securities held outside of Trust Account	$	19,749	$	19,749	$	-	$	-

Liabilities:
Warrant Liability—Private Placement Warrants	$	2,143,416	$	-	$	-	$	2,143,416


	Three Months Ended March 31, 2022			Three Months Ended March 31, 2021			Change
Operating expenses:
Research and development	$	3,680,280		$	1,557,039		$	2,123,241
General and administrative		2,906,020			1,050,672			1,855,348
Total operating expenses		6,586,300			2,607,711			3,978,589
Loss from operations		(6,586,300	)		(2,607,711	)		(3,978,589	)
Other income (expense), net		(30,241	)		(4,642	)		(25,599	)
Net loss	$	(6,616,541	)	$	(2,612,353	)	$	(4,004,188	)


	Less than 1 year		1 to 3 years		3 to 5 years		More than 5 years		Total
Operating lease obligations	$	51,578	$	—	$	—	$	—	$	51,578
Premium Finance Agreement (D&O Insurance)		520,999								520,999
Total contractual obligations	$	572,577	$	—	$	—	$	—	$	572,577


Period	Total number of shares purchased	Average price paid per share	Total number of shares purchased as part of publicly announced plans or programs	Maximum number of shares that may yet be purchased under the plans or programs
January 1, 2022 to January 31, 2022	–	–	–	–
February 1, 2022 to February 28, 2022	750,000(1)	$ 10.2031	750,000	–
March 1, 2022 to March 31, 2022	–	–	–	–
Total	750,000	$ 10.2031	750,000	–


1.	Shares repurchased as part of the February 4, 2022 exercise of the Forward Share Purchase Agreement dated December 21, 2021, with a total repurchase amount of $7,652,325. The Forward Share Purchase Agreement expired 30 days after the Closing Date of the Business Combination. The shares of common stock repurchased have been retired.

~~Exhibit~~		~~Description~~
~~2.1~~Exhibit Number		~~Agreement and Plan of Merger dated as of August 29, 2021, by and among Petra Acquisition Inc., Petra Acquisition Merger Inc. and Revelation Biosciences, Inc.~~Description
~~3.1~~		~~Certificate of Incorporation(2)~~
~~3.2~~		~~Second Amended and Restated Certificate of Incorporation(1)~~
~~3.1~~		~~Amendment to the Second Amended and Restated Certificate of Incorporation of Petra Acquisition Inc., dated October 8, 2021~~
~~3.2~~		~~Certificate of Correction to the Amendment to the Second Amended and Restated Certificate of Incorporation of Petra Acquisition, Inc.~~
~~3.3~~		~~Amended and Restated Bylaws~~
~~4.1~~		~~Specimen Unit Certificate.(2)~~
~~4.2~~		~~Specimen Common Stock Certificate.(2)~~
~~4.3~~		~~Specimen Warrant Certificate.(2)~~
~~4.4~~		~~Warrant Agreement, dated October 7, 2020, between Continental Stock Transfer & Trust Company and the Company(1)~~
~~4.5~~		~~Description of Registrant’s Securities.(3)~~
~~10.1~~		~~Investment Management Trust Agreement, dated October 7, 2020, between Continental Stock Transfer & Trust Company and the Company.(1)~~
~~10.2~~		~~Escrow Agreement, dated October 7, 2020, by and among the Company, Continental Stock Transfer & Trust Company and the Company’s Initial Stockholders.(1)~~
~~10.3~~		~~Registration Rights Agreement, dated October 7, 2020, between the Company and Investors.(1)~~
~~10.4~~		~~Subscription Agreement, dated October 7, 2020, between the Company and Petra Investment Holdings LLC(1)~~
~~10.5~~		~~Business Combination Marketing Agreement, dated October 7, 2020, by and among the Company, LifeSci Capital LLC, Ladenburg Thalmann & Co. Inc., Northland Securities, Inc., and Ingalls & Snyder LLC(1)~~
~~10.6~~		~~Form of Letter Agreement from each of the Registrant’s initial shareholders, officers and directors.(3)~~
~~10.7~~		~~Engagement Letter Agreement dated November 3, 2020 by and between the Registrant and LifeSci Capital LLC.~~
~~10.8~~		~~Amendment, dated September 17, 2021, to the Engagement Letter Agreement dated November 3, 2020 by and between the Registrant and LifeSci Capital LLC~~
~~10.9~~		~~Engagement Letter Agreement dated November 3, 2020 by and between the Registrant and LifeSci Capital LLC.~~
~~10.10~~		~~Promissory Note dated September 17, 2021 from the Registrant to Pine Valley Investments LLC~~
~~10.11~~		~~Note Cancellation Agreement by and between the Registrant and Pine Valley Investments, LLC~~
~~10.12~~		~~Promissory Note, dated as of October 13, 2021 from the Registrant to T3 Investments, LLC~~
~~10.13~~		~~Promissory Note, dated as of October 13, 2021 from the Registrant to Miro Kesic~~
~~10.14~~		~~Promissory Note, dated as of October 13, 2021 from the Registrant to Jared Solomon~~
14		~~Code of Ethics.(2)~~
31.1*		Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act ~~Rules 13a-14(a) and 15(d)-14(a),~~of 1934, as ~~adopted~~Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of ~~2002~~2002.
31.2*		Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act ~~Rules 13a-14(a) and 15(d)-14(a),~~of 1934, as ~~adopted~~Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of ~~2002~~2002.
32.1**		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as ~~adopted~~Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of ~~2002~~2002.
32.2**		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as ~~adopted~~Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of ~~2002~~2002.
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	~~PETRA ACQUISITION, INC.~~
		REVELATION BIOSCIENCES, INC.

Date: ~~October 29, 2021~~May 13, 2022		By:	/s/ ~~Andreas Typaldos~~James Rolke
		~~Andreas Typaldos,~~	James Rolke
			Chief Executive Officer
			(~~Principal Executive~~principal executive officer)

Date: May 13, 2022		By:	/s/ Chester S. Zygmont, III
			Chester S. Zygmont, III
			Chief Financial Officer)
			(principal financial and accounting officer)

~~Date: October 29, 2021~~	~~By:~~	~~/s/~~ ~~Sean Fitzpatrick~~
		Sean Fitzpatrick, Chief Financial Officer ~~(Principal Financial and Accounting Officer~~)