What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2021-10-29 compared with 2021-08-23 · 50 added, 53 removed, 126 unchanged (45% of the section changed)

42 unchanged sentences

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.

significantly reduce the equity interest of our stockholders;

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;

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;

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.

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

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;

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

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.

1 unchanged sentence

to complete our initial Business Combination will be successful.

Recent Developments

August 29, 2021, we 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”).

to the terms of the Agreement, Merger Sub shall be merged with and into Revbio becoming a wholly-owned subsidiary of the Company.

Note 6 to Item 1 above for a description of the Merger Agreement and the transactions contemplated thereby.

of Operations

only activities from November 20, 2019 (inception) through June 30, 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.

the three months ended June 30, 2021, we had a net loss of $1,331,144 which consisted primarily of general and administrative expenses

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), as well as for due diligence expenses.

the three months ended September 30, 2021, we had a 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 June 30, 2020, we had a net loss of

$521, which consisted solely of general and administrative expenses.

the six months ended June 30, 2021, we had a net loss of $152,950 which consisted primarily of general and administrative expenses of

$1,310,887 and change in fair value of warrant liability of $1,171,422.

For the six months ended June 30, 2020, we had a net loss of

$7,681, which consisted solely of general and administrative expenses.

For the three months ended September 30, 2020, we had a net loss

of $868, which consisted solely of general and administrative expenses.

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.

and Capital Resources

10 unchanged sentences

an aggregate amount of $73,509,325 has been placed in the Company’s trust account established in connection with the IPO.

the six months ended June 30, 2021, cash used in operating activities was $217,949, which represented $152,950 in net loss, $17,356 in

unrealized loss on marketable securities, changes in accounts payable and accrued liabilities of $1,050,367 and $42,346 in prepaid insurance,

offset primarily by $(1,171,422) in change in fair value of warrant liability and $(3,646) in interest earned on cash held in trust,.

of June 30, 2021, we had cash and cash equivalents of $0, marketable securities of $301,716, prepaid expenses of $71,924, and $73,514,561

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 maturities.

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

Through June 30, 2021, we

did not withdraw any interest earned on the trust account.

For the nine months ended September 30, 2021,

cash used in operating activities was $499,916, which represented $910,588 in net loss, $17,356 in unrealized loss on marketable securities,

changes in accounts payable and accrued liabilities of $1,560,341 and $94,936 in prepaid insurance, offset primarily by $1,256,462 in

change in fair value of warrant liability and $5,499 in interest earned on cash held in trust,.

As of September 30, 2021, we had 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 primarily of cash and money market funds with short-term maturities.

Interest income

on the balance 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.

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

28 unchanged sentences

sheet financing arrangements

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

have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of September 30, 2021.

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.

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

9 unchanged sentences

results could materially differ from those estimates.

We have identified the following critical accounting policies as of June 30, 2021.

We have identified the following critical accounting policies as of September 30,

stock subject to possible redemption

23 unchanged sentences

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 2. Management’s Discussion and Analysis