What changed in this filing

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Item 1. Financial Statements

2021-08-23 compared with 2021-06-22 · 239 added, 403 removed, 315 unchanged (67% of the section changed)

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Cash held in Trust Account

LIABILITIES AND STOCKHOLDER’S DEFICIT

LIABILITIES AND STOCKHOLDER'S DEFICIT

Current liabilities:

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

Stockholder’s equity (deficit):

Preferred stock, par value $0.001, 1,000,000 shares

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

1,819,538 shares issued and outstanding (excluding 7,278,151 shares subject to possible redemption) as of March 31, 2021

and December 31, 2020, respectively

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 June 30, 2021 and December 31, 2020, respectively

Additional paid-in capital

Accumulated deficit

Total stockholder’s deficit

Total liabilities and stockholder’s deficit

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

( 5,846,799 )

( 5,693,849 )

Total stockholder's deficit

( 5,844,979 )

( 5,692,029 )

Total liabilities and stockholder's deficit

The accompanying footnotes are an integral part

of these unaudited condensed financial statements.

ACQUISITION, INC.

STATEMENTS OF OPERATIONS

For the Three Months Ended

For the Six Months Ended

Operating expenses:

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Loss from operations

( 1,310,887 )

Other income (expense):

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Net income (loss)

$ ( 1,331,144 )

$ ( 152,950 )

Weighted-average common shares subject to redemption outstanding, basic and diluted

Basic and diluted net income (loss) per common share subject to redemption

Weighted-average common shares outstanding, basic and diluted

Basic and diluted net income (loss) per common share

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

The accompanying footnotes are an integral part

of these unaudited condensed financial statements.

ACQUISITION, INC.

STATEMENTS of STOCKHOLDERS’

Stockholder’s

STATEMENTS of STOCKHOLDERS’ DEFICIT

Stockholder's

Balance at December 31, 2019

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Balance at March 31, 2020

Balance at June 30, 2020 (unaudited)

Balance at December 31, 2020

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( 4,513,835 )

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

( 1,331,144 )

Balance at June 30, 2021 (unaudited)

$ ( 5,846,799 )

$ ( 5,844,979 )

(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

The accompanying footnotes are an integral part

of these unaudited condensed financial statements.

ACQUISITION, INC.

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CASH FLOWS FROM OPERATING ACTIVITIES:

Net income (loss)

Adjustments to reconcile net income (loss) to net cash used

in operating activities:

Unrealized gain on marketable securities

$ ( 152,950 )

Adjustments to reconcile net loss to net cash used in operating activities:

Interest earned on cash held in Trust Account

Unrealized loss on marketable securities

Change in fair value of warrant liability

( 1,171,422 )

Changes in operating assets and liabilities:

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CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from related party advances

Proceeds from notes payable - related party

Deferred offering costs

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Founders shares issued in partial relief of advances to related party

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

PETRA ACQUISITION, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

The accompanying footnotes are an integral part

of these unaudited condensed financial statements.

ACQUISITION, INC.

TO CONDENSED FINANCIAL STATEMENTS

1 – NATURE OF THE ORGANIZATION AND BUSINESS

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Acquisition, Inc.

(the “Company”

or “Petra”) was incorporated in Delaware on November 20, 2019.

(the “Company” or “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 (the “Business Combination”).

The Company is not

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growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

of March 31, 2021, the Company had not commenced any operations.

of June 30, 2021, the Company had not commenced any operations.

All activity for the period from November 20, 2019 (Inception) through

March 31, 2021 relates to the Company’s formation, initial public offering (“Initial Public Offering”), and search

for an acquisition target.

The Company will not generate any operating revenues until after the completion of a 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.

June 30, 2021 relates to the Company’s formation, initial public offering (“Initial Public Offering”), and search for

an acquisition target, which is described below.

The Company will not generate any operating revenues until after the completion of a

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.

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 of $70,000,000, which

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 of $ 70,000,000 , which

is described in Note 3.

Simultaneously

with the closing of the Initial Public Offering, the Company consummated the sale of 3,150,000 warrants (the “Private Placement

Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to Petra Investment Holdings, LLC, a Delaware

limited liability company (the “Sponsor”), for gross proceeds of $3,150,000.

with the closing of the Initial Public Offering, the Company consummated the sale of 3,150,000 warrants (the “Private Placement

Warrants”) at a price of $ 1.00 per Private Placement Warrant in a private placement to Petra Investment Holdings, LLC, a Delaware

limited liability company (the “Sponsor”), for gross proceeds of $ 3,150,000 .

The funds for the Private Placement Warrants

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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

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that holds itself out 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.

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

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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”).

Company will provide its holders of the outstanding Public Shares (the “Public Stockholders”) with the opportunity to redeem

be required to register as an investment company under the Investment Company Act 1940, as amended (the “Investment Company Act”).

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

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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.

Company will proceed with a Business Combination if the Company has net tangible assets of at least $ 5,000,001 upon such consummation

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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.

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.

stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal

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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

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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

Sponsor has agreed (a) to waive their redemption rights with respect to their Founder Shares and Public Shares held by it in connection

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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

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.

Company will have until 12 months from the closing of the Initial Public Offering to complete a Business Combination (the “Combination

Period”).

Company will have until 12 months from the closing of the Initial Public Offering to complete a Business Combination (the “Combination

If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease

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interest earned on the funds held in the Trust Account and not previously released to the Company to pay franchise and income taxes,

divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’

divided by the number of then outstanding Public Shares, 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 of 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

as reasonably possible following such redemption, subject to the approval of 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.

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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

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which contemplates realization of assets and satisfying liabilities in the normal course of business.

At March 31, 2021, the Company

had an accumulated deficit of approximately $4,516,000 and working capital deficiency of approximately $1,606,000.

For the three months

ended March 31, 2021, the Company had a loss from operations of approximately $469,000 and negative cash flows from operations of approximately

At June 30, 2021, the Company had

an accumulated deficit of approximately $ 5,847,000 and working capital deficiency of approximately $ 2,939,000 .

For the six months ended

June 30, 2021, the Company had a loss from operations of approximately $ 1,311,000 and negative cash flows from operations of approximately

on the funds received from the Initial Public Offering management believes that the Company will have sufficient working capital and

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of Presentation

accompanying unaudited condensed financial information as of March 31, 2021 and for the three months ended March 31, 2021 and 2020

has been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim

financial information and with the instructions to Quarterly Report on Form 10-Q and Article 10 of Regulation S-X.

In the opinion of

management, such financial information includes all adjustments (consisting only of normal recurring adjustments) considered

necessary for a fair presentation of our financial position at such dates and the operating results and cash flows for such periods.

Operating results for the three months ended March 31, 2021 are not necessarily indicative of the results that may be expected for

the entire year or for any other subsequent interim period.

accompanying unaudited condensed financial information as of June 30, 2021 and for the three and six months ended June 30, 2021 has been

prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial

information and with the instructions to Quarterly Report on Form 10-Q and Article 10 of Regulation S-X.

In the opinion of management,

such financial information includes all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair

presentation of our financial position at such dates and the operating results and cash flows for such periods.

Operating results for

the three months ended June 30, 2021 are not necessarily indicative of the results that may be expected for the entire year or for any

other subsequent interim period.

information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been omitted pursuant

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These unaudited financial statements and related notes should

be read in conjunction with our audited financial statements for the year ended December 31, 2020 included in the Company’s Annual

Report on Form 10-K/A filed with the SEC on June 16, 2021.

Growth Company

Company is an “emerging growth company,”

as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our

Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements

Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our

Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements

that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required

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The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements

that apply to non-emerging growth companies but any such election to opt out is irrevocable.

that apply to non-emerging growth companies but any sch election to opt out is irrevocable.

The Company has elected not to opt out of

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adopt the new or revised standard.

This may make comparison of the Company’s financial statement with another public company which

is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult

or impossible because of the potential differences in accounting standards used.

preparation of financial statement in conformity with GAAP requires the Company’s management to make estimates and assumptions

that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial

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Securities Held in Trust and Operating Account

March 31, 2021, the assets held in the Trust Account were substantially held in U.S.

June 30, 2021, the assets held in the Trust Account were substantially held in U.S.

Treasury Bills.

During the three months ended March

During the six months ended March

31, 2021, the Company withdrew no interest income or withdrawals from the Trust Account.

March 31, 2021, the marketable securities held in the Company’s operating account were investments that substantially hold bonds

June 30, 2021, the marketable securities held in the Company’s operating account were investments that substantially hold bonds

and fixed income securities.

Stock Subject to Possible Redemption

The Company accounts for its 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 the Company’s control) is classified as temporary equity.

At all other times, common stock is classified as stockholders’

The Company’s common stock features certain redemption

rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events.

common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’

section of the Company’s condensed consolidated balance sheets.

Company accounts for its 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

the Company’s control) is classified as temporary equity.

At all other times, common stock is classified as stockholders’

The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s

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 the Company’s condensed consolidated

balance sheets.

costs consist of underwriting discounts, professional fees, printing, filing, regulatory and other costs incurred through the balance

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upon completion of the IPO and overallotment transaction during the year ended December 31, 2020.

Company accounts for the Private Warrants in accordance with the guidance contained in ASC 815 “Derivatives and Hedging”

(ASC 815”) under which the Private Warrants (defined in Note 4) 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.

The fair value of the Private Warrants was initially and subsequently measured at the end of each reporting period, using a Monte Carlo

simulation (See Note 7).

Company accounts for the Private 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.

The fair value of the Private Warrants was initially and subsequently measured

at the end of each reporting period, using a Monte Carlo simulation (See Note 8).

tax assets and liabilities are recognized for the future tax consequences attributable to differences between the unaudited condensed

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and liabilities and the related financial amounts, using currently enacted tax rates.

A valuation allowance is recorded when it is “more

likely than not”

that a deferred tax asset will not be realized.

At March 31, 2021 and December 31, 2020, the Company’s net

A valuation allowance is recorded when it is “more

likely than not” that a deferred tax asset will not be realized.

At June 30, 2021 and December 31, 2020, the Company’s net

deferred tax asset has been fully reserved.

uncertain tax positions that meet a “more likely than not”

threshold, the Company recognizes the benefit of uncertain tax

uncertain tax positions that meet a “more likely than not” threshold, the Company recognizes the benefit of uncertain tax

positions in the unaudited condensed consolidated financial statements.

The Company’s practice is to recognize interest and penalties,

if any, related to uncertain tax positions in income tax expense in the unaudited condensed consolidated statements of operations when

a determination is made that such expense is likely.

Income (Loss) per Common Share

income (loss) per share of common stock is computed by dividing net loss by the weighted average number of common shares outstanding

during the period.

Net Income (Loss) per Common Share

loss per share of common stock is computed by dividing net loss by the weighted average number of common shares outstanding during the

The Company applies the two-class method in calculating earnings per share.

Accretion associated with the

redeemable shares of common stock is excluded from EPS as the redemption value approximates fair value.

March 31, 2021, the Company had outstanding warrants to purchase of up to 10,511,597 shares of common stock.

The weighted average of

these shares was excluded from the calculation of diluted net income (loss) per share of common stock since the exercise of the Warrants

is contingent upon the occurrence of future events.

As of March 31, 2021 and 2020, the Company did not have any dilutive securities or

other contracts that could, potentially, be exercised or converted into shares of common stock and then share in the earnings of the

As a result, diluted net loss per share of common stock is the same as basic net loss per share of common stock for the period.

Accretion associated with the redeemable

shares of common stock is excluded from EPS as the redemption value approximates fair value.

June 30, 2021, the Company had outstanding warrants to purchase of up to 10,511,597 shares of common stock.

The weighted average of these

shares was excluded from the calculation of diluted net loss per share of common stock since the exercise of the Warrants is contingent

upon the occurrence of future events.

As of June 30, 2021 and 2020, the Company did not have any dilutive securities or other contracts

that could, potentially, be exercised or converted into shares of common stock and then share in the earnings of the Company.

diluted net loss per share of common stock is the same as basic net loss per share of common stock for the period.

Three Months Ended

Six Months Ended

Common stock subject to possible redemption

Earnings allocable to common stock subject to possible redemption

Interest earned on marketable securities held in Trust Account

Net income attributable

Weighted Average common stock subject to possible redemption

Basic and diluted weighted average shares outstanding, common stock subject to possible redemption

Basic and diluted net income per share, common stock subject to possible redemption

Non-Redeemable common stock

Net Loss minus Net Earnings

$ ( 1,331,144 )

$ ( 152,950 )

Net income allocable to common stock subject to possible redemption

Non-Redeemable Net Loss

$ ( 1,332,977 )

$ ( 156,595 )

Weighted Average Non-redeemable Common Stock

Basic and diluted weighted average shares outstanding, common stock

Basic and diluted net loss per share, common stock

Concentration

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which, at times, may exceed the Federal Depository Insurance Coverage of $ 250,000 .

As of March 3, 2021, the Company has not experienced

As of June 30, 2021, the Company has not experienced

losses on this account and management believes the Company is not exposed to significant risks on such account.

Value of Financial Instruments

fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements

and Disclosures,”

approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term

fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements

and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term

Issued Accounting Standards

does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material

effect on the Company’s financial statement.

3 – PUBLIC OFFERING

to the Initial Public Offering on October 13, 2020, the Company sold 7,000,000 units at a price of $ 10.00 per Unit for a total of $ 70,000,000 .

Each Unit consists of one share of common stock and one warrant (“Public Warrant”).

Each whole Public Warrant entitles the

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October 14, 2020, the underwriters exercised the over-allotment option in part, and the closing of the issuance and sale of an additional

278,151 Units occurred (the “Over-Allotment Option Units”) on October 16, 2020 at $10.00 per Unit, generating gross proceeds

278,151 Units occurred (the “Over-Allotment Option Units”) on October 16, 2020 at $ 10.00 per Unit, generating gross proceeds

of $ 2,781,510 .

4 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES

payable and accrued expenses consist of the following amounts:

Accounts payable

Accrued legal fees

Accrued expenses

5 - Related Party Transactions

January 21, 2020, the Company’s sponsor, Petra Investment Holdings, LLC, (the “Sponsor”) purchased 3,593,750 shares

(the “Founder Shares”) of the Company’s common stock for an aggregate price of $25,000.

January 21, 2020, the Company’s sponsor, Petra Investment Holdings, LLC, (the “Sponsor”) purchased 3,593,750 shares

(the “Founder Shares”) of the Company’s common stock for an aggregate price of $ 25,000 .

The $ 25,000 was paid through

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Of the original Founder Shares, 1,774,212 were forfeited.

As of March 31, 2021, no

additional Founder Shares are subject to forfeiture.

with the Initial Public Offering, Our sponsor purchased 3,150,000 Private Placement Warrants (“Private Warrants”) at a price

of $1.00, see Note 1.

Simultaneously with the closing of the sale of the Over-Allotment Option Units, the Company consummated the sale

of an additional 83,446 Private Warrants at a price of $1.00 per Private Warrant, generating total proceeds of $83,446.

The Private Warrants’

exercise price, which are subject to adjustments are disclosed in Note 6.

As of June 30, 2021, no additional

Founder Shares are subject to forfeiture.

with the Initial Public Offering, Our sponsor purchased 3,150,000 Private Placement Warrants at a price of $ 1.00 , see Note 1.

Simultaneously

with the closing of the sale of the Over-Allotment Option Units, the Company consummated the sale of an additional 83,446 Private Warrants

at a price of $ 1.00 per Private Warrant, generating total proceeds of $ 83,446 .

fair value of the Private Warrants at December 31, 2020 was a liability of $ 3,399,878 .

At March 31, 2021, the fair value was $1,737,505.

The change in fair value of $1,662,373 is reflected in change in fair value of warrant liability on the condensed statement of operations.

addition, in order to finance transaction costs in connection with a Business Combination, certain of the Company’s officers and

directors or their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”).

At June 30, 2021, the fair value was $ 2,228,456 .

For the three and six months ended June 30, 2021, the gain (loss) on the change in fair value was $( 490,951 ) and $ 1,171,422 , respectively,

and is reflected in change in fair value of warrant liability on the condensed statements of operations.

addition, in order to finance transaction costs in connection with a Business Combination, certain of the Company’s officers and

directors or their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”).

the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account

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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

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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

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.

underwriters’ over-allotment option is exercised in full.

Note 3 for partial exercise of over-allotment subsequent to the Initial Public Offering.

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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

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

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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.

Stockholders’

7 - Stockholders’ Equity

authorized common stock of the Company is up to 100,000,000 shares of common stock.

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it may (depending on the terms of such an Initial Business Combination) be required to increase the number of shares of common stock

which the Company is authorized to issue at the same time as the Company’s stockholders vote 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 March 31, 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.

At June 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.

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 March 31, 2021, there were no shares of preferred

stock issued or outstanding.

may be determined from time to time by the Company’s board of directors.

At June 30, 2021, there were no shares of preferred stock

issued or outstanding.

Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from

the closing of the Initial Public Offering.

No 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 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 is not effective within a specified period following the consummation of a Business Combination, 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 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 on a cashless basis.

The Public Warrants will expire five years after the completion of a Business

Combination or earlier upon redemption or liquidation.

No 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 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 is not effective within a specified period following the consummation of a Business Combination,

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 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 on a cashless basis.

The Public Warrants will expire five years after the completion

of a Business Combination or earlier upon redemption or liquidation.

the warrants become exercisable, the Company may redeem the Public Warrants as follows:

in whole and not in part;

at a price of $0.01 per 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 $18.00 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 warrant holders;

● if, and only if, there is a current registration statement

in effect with respect to the shares of common stock underlying the warrants.

whole and not in part;

a price of $0.01 per warrant;

not less than 30 days’ prior written notice of redemption;

and only if, the reported last sale price of the Company’s common stock equals or exceeds $18.00 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 warrant holders;

and only if, there is a current registration statement in effect with respect to the shares of common stock underlying the warrants.

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.

Public Warrants to do so on a “cashless basis,” as described in the warrant agreement.

Private Warrants will be identical to the Public Warrants underlying the Units being sold in the Initial Public Offering, except that

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Additionally, the Private Warrants

will be 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.

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for issuance 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.

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.

the warrants may expire worthless.

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with the closing of an initial Business Combination at an issue price or effective issue price of less than $ 9.50 per share of common

stock (with such issue price or effective issue price 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 or their affiliates, without taking into account any founders’

stock (with such issue price or effective issue price 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 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

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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.

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.

8 – FAIR VALUE MEASUREMENTS

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reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually.

fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would

have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction

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

following table presents information about the Company’s assets that are measured at fair value on a recurring basis at March 31,

following table presents information about the Company’s assets that are measured at fair value on a recurring basis at June 30,

2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

Quoted Prices

Marketable securities held in Trust Account

Marketable securities held outside of Trust Account

Warrant Liability—Private Placement Warrants

fair value of the Private Warrants have been using a Monte Carlo simulation since the initial measurement date.

For the three months

ended March 31, 2021, the Company recognized a charge in the statement of operations resulting from an decrease in the fair value of

warrant liabilities of approximately 1,662,000 presented as change in fair value of derivative warrant liability.

For the three and six

months ended June 30, 2021, the Company recognized a charge in the statement of operations resulting from an increase of $ 490,951 and

a decrease of $ 1,171,422 in the fair value of warrant liabilities, respectively, presented as change in fair value of derivative warrant

estimated fair value of the Private Placement Warrants prior to being separately listed and traded, is determined using Level 3

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interest rate.

The Company estimates the volatility of its common stock warrants based on implied volatility from the Company’s

traded warrants and from historical volatility of select peer companies’

common stock that matches the expected remaining life

The Company estimates the volatility of its common stock warrants based on implied volatility from the Company’s

traded warrants and from historical volatility of select peer companies’ common stock that matches the expected remaining life

of the Warrants.

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9 – SUBSEQUENT EVENTS

May 28, 2021, the Company received a written notice fom the Listing Qualifications Department of the Nasdaq Stock Market (“Nasdaq”)

indicating that the Company is not in a compliance with Listing Rule 5250(c)(1) (the “Rule”) because the Company has failed

to file its Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 wth the Securities and Exchange Commission.

stated that the Company has sixty days from the date of the Notice, or until July 26, 2021, to submit a plan to regain compliance with

This notification has no immediate effect on the listing of the Company’s shares on Nasdaq.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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.

Note Regarding Forward-Looking Statements

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’s Discussion and Analysis of Financial Condition and Results

of Operations”

regarding the Company’s financial position, business strategy 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.

Such 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, performance and results discussed in the forward-looking statements.

For information identifying important

factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to

the Risk Factors section of the Company’s final prospectus for its Initial Public Offering filed with the U.S.

Securities and Exchange

Commission (the “SEC”).

The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website

at www.sec.gov.

Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update

or revise any forward-looking statements whether as a result of new information, future events or otherwise.

are a blank check company formed under the laws of the State of Delaware on November 20, 2019 for the purpose of effecting a merger,

share exchange, asset acquisition, stock purchase, recapitalization or reorganization (each a “Business Combination”) with

one or more businesses or entities.

We intend to complete 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 or a combination of cash,

stock and debt.

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.

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

may significantly reduce

the equity interest of our stockholders;

may subordinate the rights

of holders of common stock if we issue preferred shares with rights senior to those afforded to our shares of common stock;

will likely cause a change

in control if a substantial number of our shares of common stock are issued, which may affect, among other things, our ability to

use our net operating loss carry forwards, if any, and most likely will also result in the resignation or removal of our present

officers and directors;

may adversely affect prevailing

market prices for our securities.

if we issue debt securities, it could result in:

default and foreclosure

on our assets if our operating revenues after a Business Combination are insufficient to pay our debt obligations;

acceleration of our obligations

to repay the indebtedness even if we have made all principal and interest payments when due if the debt security contains covenants

that required the maintenance of certain financial ratios or reserves and we breach any such covenant without a waiver or renegotiation

of that covenant;

our immediate payment of

all principal and accrued interest, if any, if the debt security is payable on demand;

our inability to obtain

additional financing, if necessary, if the debt security contains covenants restricting our ability to obtain additional financing

while such security is outstanding.

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.

of Operations

only activities from November 20, 2019 (inception) through March 31, 2021 were organizational activities, those necessary to consummate

the Initial Public Offering, described below, and searching for a target company for a business combination.

Following the Initial Public

Offering, we do not expect to generate any operating revenues until after the completion of our business combination.

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), as well as for due diligence expenses.

For the three months ended

March 31, 2021, we had a net income of $1,178,194, which consisted primarily of general and administrative expenses of $468,861 and change

in fair value of warrant liability of $1,622,373.

the three months ended March 31, 2020, we had a net loss of $7,160, which consisted primarily of general and administrative expenses.

and Capital Resources

Until the consummation

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

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.

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.

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 three months ended

March 31, 2021, cash used in operating activities was $146,372, which represented $1,178,184 in net income and increases to accounts

payable and accrued liabilities of $349,864, offset primarily by $(1,662,373) in change in fair value of warrant liability and $(10,244)

in prepaid insurance.

As of March 31, 2021, we

had cash and cash equivalents of $0, marketable securities of $390,649, and prepaid expenses of $124,513, and including $73,512,728 held

in our Trust account from our IPO and the purchase of private warrants, consisting primarily of cash and money market funds with short-term

Interest income on the balance in the trust account may be used by us to pay taxes.

Through March 31, 2021, we did not withdraw

any interest earned on the trust account.

intend to use substantially all of the funds held in the trust account, to acquire a target business and to pay our expenses relating

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.

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.

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.

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, in which case we may issue additional securities or incur debt in connection

with such business combination.

If we 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.

sheet financing arrangements

have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of March 31, 2021.

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.

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.

Accounting Policies

preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United

States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure

of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported.

results could materially differ from those estimates.

We have identified the following critical accounting policies as of March 31, 2021.

stock subject to possible redemption

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’

stock features certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future

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.

Warrant Liabilities

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.

The fair value of the Private Warrants was initially and subsequently measured at the

end of each reporting period, using a Monte Carlo simulation.

accounting pronouncements

does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect

on our condensed financial statements.

Company has evaluated subsequent events though the filing of this Quarterly Report on Form 10-Q, and determined that there have been

no events that have occurred that would require adjustments to our disclosures in the consolidated financial statements.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements