What changed in this filing

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Item 1. Financial Statements

2021-10-29 compared with 2021-08-23 · 165 added, 91 removed, 463 unchanged (36% of the section changed)

2 unchanged sentences

Balance Sheets

September 30, 2021

(As Restated)

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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

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

Additional paid-in capital

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Total liabilities and stockholder's deficit

The accompanying footnotes are an integral part

of these unaudited condensed financial statements.

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

For the Three Months

For the Nine Months

September 30,

Operating expenses:

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Basic and diluted net income (loss) per common share

The accompanying footnotes are an integral part

of these unaudited condensed financial statements.

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

ACQUISITION, INC.

1 unchanged sentence

Stockholder's

Paid-in Capital

Balance at December 31, 2019

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Balance at March 31, 2020

Balance at June 30, 2020 (unaudited)

Balance at June 30, 2020

Cancellation of founders shares

( 1,437,500 )

Balance at September 30, 2020 (unaudited)

Balance at December 31, 2020

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( 1,331,144 )

Balance at June 30, 2021 (unaudited)

Balance at June 30, 2021

( 5,846,799 )

( 5,844,979 )

Balance at September 30, 2021 (unaudited)

$ ( 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

The accompanying footnotes are an integral part

of these unaudited condensed financial statements.

3 for partial exercise.

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

ACQUISITION, INC.

STATEMENTS OF CASH FLOWS

September 30,

CASH FLOWS FROM OPERATING ACTIVITIES:

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Changes in operating assets and liabilities:

Changes in prepaid insurance

Changes in prepaid expenses

Changes in accounts payable and accrued liabilities

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CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from related party advances

Proceeds from notes payable - related party

Cash proceeds received for private warrants

Deferred offering costs

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Non-cash investing and financing activities:

Deferred offering costs in accrued liabilities

Founders shares issued in partial relief of advances to related party

The accompanying footnotes are an integral part

of these unaudited condensed financial statements.

Cancellation of founders' shares

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

ACQUISITION, INC.

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

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

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

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.

September 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

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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

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, equal to the aggregate amount then on deposit in the Trust Account including

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’ 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

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.

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.

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, equal to the aggregate amount then on deposit in the

Trust Account including 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’

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 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.

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

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

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

borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing.

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.

At September 30, 2021, 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 a loss from operations of approximately $ 2,155,000 and negative cash flows from operations

of approximately $ 500,000 .

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.

2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

of Presentation

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.

accompanying unaudited condensed financial information as of September 30, 2021 and for the three and nine months ended September 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.

results for the three months ended September 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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Securities Held in Trust and Operating Account

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

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

Treasury Bills.

During the six months ended March

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

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

and fixed income securities.

During the nine months ended

September 30, 2021, the Company withdrew no interest income or withdrawals from the Trust Account.

September 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

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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.

At September 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

3 unchanged sentences

a determination is made that such expense is likely.

Net Income (Loss) per Common Share

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

2 unchanged sentences

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.

September 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 September 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

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.

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

Common stock subject to possible redemption

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

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

As of September 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.

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payable and accrued expenses consist of the following amounts:

September 30,

Accounts payable

Accrued legal fees

Accrued expenses

5 – Related Party Transactions

4 unchanged sentences

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

As of June 30, 2021, no additional

Founder Shares are subject to forfeiture.

As of September 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.

3 unchanged sentences

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

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,

At September 30, 2021, the fair value was $ 2,143,416 .

For the three and nine months ended September 30, 2021, the gain on the change in fair value was $ 85,040 and $ 1,256,462 , respectively,

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

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There have been no Working Capital Loans to date.

Valley Investments LLC

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

6 – COMMITMENTS AND CONTINGENCIES

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fees which might become payable.

and Plan of Merger

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.

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 assets at the time of the Merger.

RevBio will be considered the acquirer

for accounting purposes, and the Company’s historical financial statements before the Merger will be replaced with the historical

financial statements of RevBio before the Merger in future filings.

to the terms of the Agreement, at the Closing, the Company shall file a certificate of merger with the Secretary of State of the State

of Delaware, executed in accordance with the relevant provisions of the DGCL (the “Certificate of Merger”).

The Merger shall

become effective upon the filing of the Certificate of Merger or at such later time as is agreed to by the parties and specified in the

Certificate of Merger.

As of September 30, 2021, the Company did not file the Certificate of Merger with the Secretary of State of the

State of Delaware.

7 – Stockholders’ Equity

6 unchanged sentences

common stock are entitled to one vote for each share of common stock.

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.

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.

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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.

At September 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

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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.

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.

the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the

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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 June 30,

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:

Quoted Prices

Marketable securities held in Trust Account

Marketable securities held outside of Trust Account

Warrant Liability—Private Placement Warrants

September 30,

Prices in Active Markets

Significant Other

Unobservable Inputs

securities held in Trust Account

securities held outside of Trust Account

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 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

For the three and nine

months ended September 30, 2021, the Company recognized a gain in the statement of operations resulting from a decrease of $ 85,040 and

$ 1,256,462 in the fair value of warrant liabilities, respectively, presented as change in fair value of derivative warrant liability.

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

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9 – SUBSEQUENT EVENTS

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.

Note Cancellation

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

Entry into Promissory Notes

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.

to Certificate of Incorporation

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 the Company has to consummate a business combination was extended from October 13, 2021 to November

In addition, the amendment provides the Company options to further extend such date to December 13, 2021 and January 13, 2021.

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