Revelation Biosciences, Inc 8-K, filed Oct 19, 2021
Revelation Biosciences, Inc. (REVB)
About this 8-K
Revelation Biosciences, Inc filed this 8-K on October 19, 2021, reporting on events of October 13, 2021.
Items reported
- Item 1.01: Entered into a material agreement
- Item 2.03: New debt or off-balance-sheet obligation
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): October 19, 2021 (
(Exact Name of Registrant as Specified in Charter)
| (State or Other Jurisdiction | (Commission File Number) | (IRS Employer | ||
| of Incorporation) | Identification No.) |
(Address of Principal Executive Offices) (Zip Code)
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The Stock Market LLC | ||||
| The Stock Market LLC | ||||
| The Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01. Entry into a Material Definitive Agreement.
The information included in Item 8.01 of this Current Report on Form 8-K is also incorporated by reference into this Item 1.01 of this Current Report on Form 8-K to the extent required.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
The information included in Item 8.01 of this Current Report on Form 8-K is also incorporated by reference into this Item 2.03 of this Current Report on Form 8-K to the extent required.
Item 8.01 Other Events
As previously disclosed, on September 17, 2021, Petra Acquisition, Inc. (“Petra”) issued to Pine Valley Investments, LLC (“Pine Valley”), an affiliate of Petra’s sponsor, a certain promissory note dated September 17, 2021 (the “Pine Valley Note”).
There having been no advances made by Pine Valley to Petra under the Pine Valley Note, Petra and Pine Valley entered into that certain note cancellation agreement, dated as of October 13, 2021 (the “Note Cancellation Agreement”), pursuant to which the Pine Valley Note was terminated and cancelled effective as of October 13, 2021.
Also on October 13, 2021, Petra issued promissory notes (the “Replacement Notes”) to each of T3 Investments, LLC, Miro Kesic and Jared Solomon (collectively, the “New Lenders”), pursuant to which the New Lenders agreed to make certain advances to Petra in an aggregate amount of up to $750,000 (the “Loan Amounts”). Such Loan Amounts are being made for the purpose of funding a contribution of cash for each share of common stock issued in Petra’s initial public offering (the “IPO”) that was not redeemed in connection with the stockholder vote to approve the extension of the deadline for Petra to complete an initial business combination, as contemplated in the definitive proxy statement on Scheduled 14A filed by Petra with the Securities and Exchange Commission on September 24, 2021. The Replacement Notes will bear interest at the rate of 2% per month on the outstanding Loan Amounts and such amounts will be repayable by Petra to the New Lenders upon consummation of an initial business combination. Any outstanding Loan Amounts under the Replacement Notes will be forgiven if Petra is unable to consummate an initial business combination except to the extent of any funds held outside of the trust account established by Petra in connection with the IPO.
This summary is qualified in its entirety by reference to the text of the Note Cancellation Agreement and the Replacement Notes, which are included as Exhibits 10.1, 10.2, 10.3 and 10.4 to this Current Report on Form 8-K and are incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
| (c) | Exhibits: |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: October 19, 2021
| PETRA ACQUISITION, INC. | ||
| By: | /s/ Andreas Typaldos | |
| Name: | Andreas Typaldos | |
| Title: | Chairman & Chief Executive Officer | |
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Exhibit 10.1
NOTE CANCELLATION AGREEMENT
This Note Cancellation Agreement (this “Agreement”), dated as of October 13, 2021, is entered by and between Petra Acquisition, Inc. (the “Borrower”), and Pine Valley Investments LLC (the “Lender”).
RECITALS
WHEREAS, the Borrower has issued to the Lender the promissory note attached hereto as Exhibit A (the “Note”);
WHEREAS, no advances have been made by the Lender to the Borrower and no amounts are due and outstanding to the Lender pursuant to the Note;
WHEREAS, the Borrower and the Lender desire to cancel the Note and all obligations outstanding in connection with the Note.
NOW, THEREFORE, in consideration of the foregoing recitals, the mutual promises, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
AGREEMENT
The Borrower and the Lender hereby agree that, effective as of the date hereof the Note is hereby terminated and cancelled and shall be of no further force and effect.
This Agreement and its validity, enforcement and interpretation shall be governed by the laws of the State of Delaware (without regard to any principles of conflicts of laws). Each of the Borrower and the Lender, acting for itself and its successors and assigns, hereby expressly and irrevocably consents to the exclusive jurisdictions of the state and federal courts located in Wilmington, Delaware, for any litigation which may arise out of or be related to this Agreement. Both the Lender and the Borrower waive personal service of any and all process, and each consents that all service of process may be made by registered mail, return receipt requested, directed to the applicable party at its proper address. Both the Borrower and the Lender waive any objection based on forum non-conveniens or any objection to venue of any such action. Whenever a time of day is referred to herein, unless otherwise specified such time shall be the local time of New York, New York. The words “include” and “including” shall be interpreted as if followed by the words “without limitation.”
The execution of this Agreement may be by actual or facsimile signature. This Agreement replaces all prior and contemporaneous communications, agreements and understandings, written or oral, with respect to the subject matter set forth herein.
[Signature page follows.]
IN WITNESS WHEREOF, the parties hereto have executed this Note Forgiveness & Cancellation Agreement as of the date first set forth above.
BORROWER:
| PETRA ACQUISITION, INC. | ||
| By: | /s/ Andreas Typaldos | |
| Name: | Andreas Typaldos | |
| Title: | Chief Executive Officer | |
LENDER:
| PINE VALLEY INVESTMENTS, LLC | ||
| By: | /s/ Harry Morad | |
| Name: | Harry Morad | |
| Title: | Managing Partner | |
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Exhibit A
Promissory Note
Exhibit A
Exhibit 10.2
THIS PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
PROMISSORY NOTE
| Principal Amount: Up to $300,000 | Dated as of October 13, 2021 |
Petra Acquisition, Inc., a Delaware corporation (the “Maker”), promises to pay to the order of T3 Investments, LLC or its registered assigns or successors in interest (the “Payee”) the principal sum of up to Three Hundred Thousand Dollars ($300,000) in lawful money of the United States of America, on the terms and conditions described below. All payments on this promissory note (this “Note”) shall be made by check or wire transfer of immediately available funds or as otherwise determined by Maker to such account as the Payee may from time to time designate by written notice in accordance with the provisions of this Note.
| 1. | Principal. The principal balance of this Note shall be payable promptly after the date on which Maker consummates a merger, shares exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination (the “Business Combination”). The principal balance may be prepaid at any time. |
| 2. | Drawdown Requests. Maker and Payee agree that Maker may request up to Three Hundred Thousand Dollars ($300,000) to extend the time available for the Maker to consummate a Business Combination. The principal of this Note may be drawn down from time to time prior to the Business Combination, upon written request from Maker to Payee (each such request, a “Drawdown Request”). Each Drawdown Request must state the amount to be drawn down, and must not be an amount less than Fifty Thousand Dollars ($50,000) unless agreed upon by Maker and Payee. Payee shall fund each Drawdown Request not later than five (5) business days after receipt of a Drawdown Request; provided, however, that the maximum amount of drawdowns collectively under this Note is Three Hundred Thousand Dollars ($300,000). Once an amount is drawn down under this Note, it shall not be available for future Drawdown Requests even if prepaid, No fees, payments or other amounts shall be due to Payee in connection with, or as a result of, any Drawdown Request by Maker. |
| 3. | Seniority. This Note shall rank senior to any and all other indebtedness of the Maker, unless the Maker receives the prior written consent of the Payee, to otherwise incur indebtedness senior to or on parity with this Note. |
| 4. | Interest. Interest shall accrue monthly on the outstanding, unpaid principal balance of this Note at the rate of two percent (2%) per month, and shall be payable at maturity. |
| 5. | Application of Payments. All payments shall be applied first to payment in full of any costs incurred in the collection of any sum due under this Note, including (without limitation) reasonable attorney’s fees, then to the payment in full of any late charges and finally to the reduction of the unpaid principal balance of this Note. |
| 6. | Events of Default. The following shall constitute an event of default (“Event of Default”): |
| (a) | Failure to Make Required Payments. Failure by Maker to pay the principal of this Note within five (5) business days following the date when due. |
| (b) | Voluntary Liquidation, Etc. The commencement by Maker of a proceeding relating to its bankruptcy, insolvency, reorganization, rehabilitation or other similar action, or the consent by it to the appointment of, or taking possession by, a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) for Maker or for any substantial part of its property, or the making by it of any assignment for the benefit of creditors, or the failure of Maker generally to pay its debts as such debts become due, or the taking of corporate action by Maker in furtherance of any of the foregoing. |
| (c) | Involuntary Bankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of maker in an involuntary case under any applicable bankruptcy, insolvency or similar law, for the appointing of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) for Maker or for any substantial part of its property, or ordering the winding-up or liquidation of the affairs of Maker, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days. |
| 7. | Remedies. |
| (a) | Upon the occurrence of an Event of Default specified in Section 6(a) hereof, Payee may, by written notice to Maker, declare this Note to be due immediately and payable, whereupon the unpaid principal amount of this Note, and all other amounts payable thereunder, shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, anything contained herein or in the documents evidencing the same to the contrary notwithstanding. |
| (b) | Upon the occurrence of an Event of Default specified in Sections 6(b) and 6(c), the unpaid principal balance of this Note, and all other sums payable with regard to this Note, shall automatically and immediately become due and payable, in all cases without any action on the part of Payee. |
| 8. | Unconditional Liability. Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any other party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to by Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by Payee with respect to the payment or other provisions of this Note, and agrees that additional makers, endorsers, guarantors, or sureties may become parties hereto without notice to Maker or affecting Maker’s liability hereunder. |
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| 9. | Notices. Any notice called for hereunder shall be deemed properly given if (i) sent by certified mail, return receipt requested, (ii) personally delivered, (iii) dispatched by any form of private or governmental express mail or delivery service providing receipted delivery or (iv) sent by facsimile or (v) to the following addresses or to such other address as either party may designate by notice in accordance with this Section: |
If to Maker:
Petra Acquisition, Inc.
5 West 21st Street
New York, NY 10010
Attn: Andreas Typaldos
Phone: (917) 622-5800
Email: atypaldos@petraacquisition.com
If to Payee:
T3 Investments, LLC
17 Abbotsford Drive
Marlton, NJ 08053
Attn: Faith Reilly
Phone: (609) 820-0736
Email: notrereilly28@aol.com
Notice shall be deemed given on the earlier of (i) actual receipt by the receiving party, (ii) the date shown on a facsimile transmission confirmation, (iii) the date reflected on a signed delivery receipt, or (iv) two (2) Business Days following tender of delivery or dispatch by express mail or delivery service.
| 10. | Construction. THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS THEREOF. |
| 11. | Jurisdiction. The courts of New York have exclusive jurisdiction to settle any dispute arising out of or in connection with this agreement (including a dispute relating to any non- contractual obligations arising out of or in connection with this agreement) and the parties submit to the exclusive jurisdiction of the courts of New York. |
| 12. | Severability. Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. |
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| 13. | Trust Waiver. Payee has read the final prospectus filed with the Securities and Exchange Commission in connection with Maker’s initial public offering of its securities dated October 7, 2020 (the “Prospectus”) and understands that Maker has established a trust account (the “Trust Account”), as described in the Prospectus, for the benefit of the public stockholders and the underwriters of Maker’s initial public offering pursuant to the certain investment management trust agreement, dated as of October 7, 2020, between the Maker and Continental Stock Transfer & Trust Company (the “Trust Agreement”) and that, except for certain exceptions described in the Prospectus, Maker may disburse monies from the Trust Account only for the purposes set forth in the Trust Agreement. |
Notwithstanding anything herein to the contrary, Payee hereby agrees that he, she or it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Account and hereby agrees that, he, she or it will not seek recourse against the Trust Account for any claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Maker; provided that (a) nothing herein shall serve to limit or prohibit Payee’s right to pursue a claim against the Maker for legal relief against monies or other assets held outside the Trust Account, for specific performance or other equitable relief in connection with the consummation of the transactions contemplated hereby (including a claim against the Maker to specifically perform its obligations under this Note) so long as such claim would not affect the Maker’s ability to fulfill its obligation to effectuate any redemption, and (b) nothing herein shall serve to limit or prohibit any claims that Payee may have in the future against the Maker’s assets or funds that are not held in the Trust Account (including any funds that have been released from the Trust Account upon completion of the Business Combination and any assets that have been purchased or acquired with any such funds).
| 14. | Amendment; Waiver. Any amendment hereto or waiver of any provision hereof may be made with, and only with, the written consent of Maker and the Payee. |
| 15. | Assignment. No assignment or transfer of this Note or any rights or obligations hereunder may be made by any party hereto (by operation of law or otherwise) without the prior written consent of the other party hereto and any attempted assignment without the required consent shall be void. |
| 16. | Further Assurance. Maker shall, at its own cost and expense, execute and do (or procure to be executed and done by any other necessary party) all such deeds, documents, acts and things as the Payee may from time to time require as may be necessary to give full effect to this Promissory Note. |
[SIGNATURES ON FOLLOWING PAGE]
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IN WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this Note to be duly executed on the day and year first above written.
| PETRA ACQUISITION, INC. | ||
| By: | /s/ Andreas Typaldos | |
| Name: | Andreas Typaldos | |
| Title: | Chief Executive Officer | |
| ACKNOWLEDGED AND AGREED: | ||
| T3 Investments, LLC | ||
| By: | /s/ Faith Reilly | |
| Name: | Faith Reilly | |
| Title: | ||
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Exhibit 10.3
THIS PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
PROMISSORY NOTE
| Principal Amount: Up to $350,000 | Dated as of October 13, 2021 |
Petra Acquisition, Inc., a Delaware corporation (the “Maker”), promises to pay to the order of Miro Kesic or its registered assigns or successors in interest (the “Payee”) the principal sum of up to Three Hundred Fifty Thousand Dollars ($350,000) in lawful money of the United States of America, on the terms and conditions described below. All payments on this promissory note (this “Note”) shall be made by check or wire transfer of immediately available funds or as otherwise determined by Maker to such account as the Payee may from time to time designate by written notice in accordance with the provisions of this Note.
| 1. | Principal. The principal balance of this Note shall be payable promptly after the date on which Maker consummates a merger, shares exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination (the “Business Combination”). The principal balance may be prepaid at any time. |
| 2. | Drawdown Requests. Maker and Payee agree that Maker may request up to Three Hundred Fifty Thousand Dollars ($350,000) to extend the time available for the Maker to consummate a Business Combination. The principal of this Note may be drawn down from time to time prior to the Business Combination, upon written request from Maker to Payee (each such request, a “Drawdown Request”). Each Drawdown Request must state the amount to be drawn down, and must not be an amount less than Fifty Thousand Dollars ($50,000) unless agreed upon by Maker and Payee. Payee shall fund each Drawdown Request not later than five (5) business days after receipt of a Drawdown Request; provided, however, that the maximum amount of drawdowns collectively under this Note is Three Hundred Fifty Thousand Dollars ($350,000). Once an amount is drawn down under this Note, it shall not be available for future Drawdown Requests even if prepaid, No fees, payments or other amounts shall be due to Payee in connection with, or as a result of, any Drawdown Request by Maker. |
| 3. | Seniority. This Note shall rank senior to any and all other indebtedness of the Maker, unless the Maker receives the prior written consent of the Payee, to otherwise incur indebtedness senior to or on parity with this Note. |
| 4. | Interest. Interest shall accrue monthly on the outstanding, unpaid principal balance of this Note at the rate of two percent (2%) per month, and shall be payable at maturity. |
| 5. | Application of Payments. All payments shall be applied first to payment in full of any costs incurred in the collection of any sum due under this Note, including (without limitation) reasonable attorney’s fees, then to the payment in full of any late charges and finally to the reduction of the unpaid principal balance of this Note. |
| 6. | Events of Default. The following shall constitute an event of default (“Event of Default”): |
| (a) | Failure to Make Required Payments. Failure by Maker to pay the principal of this Note within five (5) business days following the date when due. |
| (b) | Voluntary Liquidation, Etc. The commencement by Maker of a proceeding relating to its bankruptcy, insolvency, reorganization, rehabilitation or other similar action, or the consent by it to the appointment of, or taking possession by, a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) for Maker or for any substantial part of its property, or the making by it of any assignment for the benefit of creditors, or the failure of Maker generally to pay its debts as such debts become due, or the taking of corporate action by Maker in furtherance of any of the foregoing. |
| (c) | Involuntary Bankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of maker in an involuntary case under any applicable bankruptcy, insolvency or similar law, for the appointing of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) for Maker or for any substantial part of its property, or ordering the winding-up or liquidation of the affairs of Maker, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days. |
| 7. | Remedies. |
| (a) | Upon the occurrence of an Event of Default specified in Section 6(a) hereof, Payee may, by written notice to Maker, declare this Note to be due immediately and payable, whereupon the unpaid principal amount of this Note, and all other amounts payable thereunder, shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, anything contained herein or in the documents evidencing the same to the contrary notwithstanding. |
| (b) | Upon the occurrence of an Event of Default specified in Sections 6(b) and 6(c), the unpaid principal balance of this Note, and all other sums payable with regard to this Note, shall automatically and immediately become due and payable, in all cases without any action on the part of Payee. |
| 8. | Unconditional Liability. Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any other party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to by Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by Payee with respect to the payment or other provisions of this Note, and agrees that additional makers, endorsers, guarantors, or sureties may become parties hereto without notice to Maker or affecting Maker’s liability hereunder. |
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| 9. | Notices. Any notice called for hereunder shall be deemed properly given if (i) sent by certified mail, return receipt requested, (ii) personally delivered, (iii) dispatched by any form of private or governmental express mail or delivery service providing receipted delivery or (iv) sent by facsimile or (v) to the following addresses or to such other address as either party may designate by notice in accordance with this Section: |
If to Maker:
Petra Acquisition,
Inc.
5 West 21st Street
New York, NY 10010
Attn: Andreas Typaldos
Phone: (917) 622-5800
Email: atypaldos@petraacquisition.com
If to Payee:
Miroslav Kesic
6 E. Essex Ave.
Linwood, NJ 08221-2411
Phone: (609) 513-5006
Email: mkesic@medarbor.com
Notice shall be deemed given on the earlier of (i) actual receipt by the receiving party, (ii) the date shown on a facsimile transmission confirmation, (iii) the date reflected on a signed delivery receipt, or (iv) two (2) Business Days following tender of delivery or dispatch by express mail or delivery service.
| 10. | Construction. THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS THEREOF. |
| 11. | Jurisdiction. The courts of New York have exclusive jurisdiction to settle any dispute arising out of or in connection with this agreement (including a dispute relating to any non- contractual obligations arising out of or in connection with this agreement) and the parties submit to the exclusive jurisdiction of the courts of New York. |
| 12. | Severability. Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. |
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| 13. | Trust Waiver. Payee has read the final prospectus filed with the Securities and Exchange Commission in connection with Maker’s initial public offering of its securities dated October 7, 2020 (the “Prospectus”) and understands that Maker has established a trust account (the “Trust Account”), as described in the Prospectus, for the benefit of the public stockholders and the underwriters of Maker’s initial public offering pursuant to the certain investment management trust agreement, dated as of October 7, 2020, between the Maker and Continental Stock Transfer & Trust Company (the “Trust Agreement”) and that, except for certain exceptions described in the Prospectus, Maker may disburse monies from the Trust Account only for the purposes set forth in the Trust Agreement. |
Notwithstanding anything herein to the contrary, Payee hereby agrees that he, she or it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Account and hereby agrees that, he, she or it will not seek recourse against the Trust Account for any claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Maker; provided that (a) nothing herein shall serve to limit or prohibit Payee’s right to pursue a claim against the Maker for legal relief against monies or other assets held outside the Trust Account, for specific performance or other equitable relief in connection with the consummation of the transactions contemplated hereby (including a claim against the Maker to specifically perform its obligations under this Note) so long as such claim would not affect the Maker’s ability to fulfill its obligation to effectuate any redemption, and (b) nothing herein shall serve to limit or prohibit any claims that Payee may have in the future against the Maker’s assets or funds that are not held in the Trust Account (including any funds that have been released from the Trust Account upon completion of the Business Combination and any assets that have been purchased or acquired with any such funds).
| 14. | Amendment; Waiver. Any amendment hereto or waiver of any provision hereof may be made with, and only with, the written consent of Maker and the Payee. |
| 15. | Assignment. No assignment or transfer of this Note or any rights or obligations hereunder may be made by any party hereto (by operation of law or otherwise) without the prior written consent of the other party hereto and any attempted assignment without the required consent shall be void. |
| 16. | Further Assurance. Maker shall, at its own cost and expense, execute and do (or procure to be executed and done by any other necessary party) all such deeds, documents, acts and things as the Payee may from time to time require as may be necessary to give full effect to this Promissory Note. |
[SIGNATURES ON FOLLOWING PAGE]
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IN WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this Note to be duly executed on the day and year first above written.
| PETRA ACQUISITION, INC. | ||
| By: | /s/ Andreas Typaldos | |
| Name: | Andreas Typaldos | |
| Title: | Chief Executive Officer | |
| ACKNOWLEDGED AND AGREED: | ||
| By: | /s/ Miroslav Kesic | |
| Name: | Miroslav Kesic | |
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Exhibit 10.4
THIS PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
PROMISSORY NOTE
| Principal Amount: Up to $100,000 | Dated as of October 13, 2021 |
Petra Acquisition, Inc., a Delaware corporation (the “Maker”), promises to pay to the order of Jared Solomon or its registered assigns or successors in interest (the “Payee”) the principal sum of up to One Hundred Thousand Dollars ($100,000) in lawful money of the United States of America, on the terms and conditions described below. All payments on this promissory note (this “Note”) shall be made by check or wire transfer of immediately available funds or as otherwise determined by Maker to such account as the Payee may from time to time designate by written notice in accordance with the provisions of this Note.
| 1. | Principal. The principal balance of this Note shall be payable promptly after the date on which Maker consummates a merger, shares exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination (the “Business Combination”). The principal balance may be prepaid at any time. |
| 2. | Drawdown Requests. Maker and Payee agree that Maker may request up to One Hundred Thousand Dollars ($100,000) to extend the time available for the Maker to consummate a Business Combination. The principal of this Note may be drawn down from time to time prior to the Business Combination, upon written request from Maker to Payee (each such request, a “Drawdown Request”). Each Drawdown Request must state the amount to be drawn down, and must not be an amount less than Fifty Thousand Dollars ($50,000) unless agreed upon by Maker and Payee. Payee shall fund each Drawdown Request not later than five (5) business days after receipt of a Drawdown Request; provided, however, that the maximum amount of drawdowns collectively under this Note is One Hundred Thousand Dollars ($100,000). Once an amount is drawn down under this Note, it shall not be available for future Drawdown Requests even if prepaid, No fees, payments or other amounts shall be due to Payee in connection with, or as a result of, any Drawdown Request by Maker. |
| 3. | Seniority. This Note shall rank senior to any and all other indebtedness of the Maker, unless the Maker receives the prior written consent of the Payee, to otherwise incur indebtedness senior to or on parity with this Note. |
| 4. | Interest. Interest shall accrue monthly on the outstanding, unpaid principal balance of this Note at the rate of two percent (2%) per month, and shall be payable at maturity. |
| 5. | Application of Payments. All payments shall be applied first to payment in full of any costs incurred in the collection of any sum due under this Note, including (without limitation) reasonable attorney’s fees, then to the payment in full of any late charges and finally to the reduction of the unpaid principal balance of this Note. |
| 6. | Events of Default. The following shall constitute an event of default (“Event of Default”): |
| (a) | Failure to Make Required Payments. Failure by Maker to pay the principal of this Note within five (5) business days following the date when due. |
| (b) | Voluntary Liquidation, Etc. The commencement by Maker of a proceeding relating to its bankruptcy, insolvency, reorganization, rehabilitation or other similar action, or the consent by it to the appointment of, or taking possession by, a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) for Maker or for any substantial part of its property, or the making by it of any assignment for the benefit of creditors, or the failure of Maker generally to pay its debts as such debts become due, or the taking of corporate action by Maker in furtherance of any of the foregoing. |
| (c) | Involuntary Bankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of maker in an involuntary case under any applicable bankruptcy, insolvency or similar law, for the appointing of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) for Maker or for any substantial part of its property, or ordering the winding-up or liquidation of the affairs of Maker, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days. |
| 7. | Remedies. |
| (a) | Upon the occurrence of an Event of Default specified in Section 6(a) hereof, Payee may, by written notice to Maker, declare this Note to be due immediately and payable, whereupon the unpaid principal amount of this Note, and all other amounts payable thereunder, shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, anything contained herein or in the documents evidencing the same to the contrary notwithstanding. |
| (b) | Upon the occurrence of an Event of Default specified in Sections 6(b) and 6(c), the unpaid principal balance of this Note, and all other sums payable with regard to this Note, shall automatically and immediately become due and payable, in all cases without any action on the part of Payee. |
| 8. | Unconditional Liability. Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any other party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to by Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by Payee with respect to the payment or other provisions of this Note, and agrees that additional makers, endorsers, guarantors, or sureties may become parties hereto without notice to Maker or affecting Maker’s liability hereunder. |
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| 9. | Notices. Any notice called for hereunder shall be deemed properly given if (i) sent by certified mail, return receipt requested, (ii) personally delivered, (iii) dispatched by any form of private or governmental express mail or delivery service providing receipted delivery or (iv) sent by facsimile or (v) to the following addresses or to such other address as either party may designate by notice in accordance with this Section: |
If to Maker:
Petra Acquisition, Inc.
5 West 21st Street
New York, NY 10010
Attn: Andreas Typaldos
Phone: (917) 622-5800
Email: atypaldos@petraacquisition.com
If to Payee:
Jared Solomon
366 Scarborough Road
Briarcliff Manor, NY 10510
Phone: (585) 734-0912
Email: solomon.jared@gmail.com
Notice shall be deemed given on the earlier of (i) actual receipt by the receiving party, (ii) the date shown on a facsimile transmission confirmation, (iii) the date reflected on a signed delivery receipt, or (iv) two (2) Business Days following tender of delivery or dispatch by express mail or delivery service.
| 10. | Construction. THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS THEREOF. |
| 11. | Jurisdiction. The courts of New York have exclusive jurisdiction to settle any dispute arising out of or in connection with this agreement (including a dispute relating to any non- contractual obligations arising out of or in connection with this agreement) and the parties submit to the exclusive jurisdiction of the courts of New York. |
| 12. | Severability. Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. |
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| 13. | Trust Waiver. Payee has read the final prospectus filed with the Securities and Exchange Commission in connection with Maker’s initial public offering of its securities dated October 7, 2020 (the “Prospectus”) and understands that Maker has established a trust account (the “Trust Account”), as described in the Prospectus, for the benefit of the public stockholders and the underwriters of Maker’s initial public offering pursuant to the certain investment management trust agreement, dated as of October 7, 2020, between the Maker and Continental Stock Transfer & Trust Company (the “Trust Agreement”) and that, except for certain exceptions described in the Prospectus, Maker may disburse monies from the Trust Account only for the purposes set forth in the Trust Agreement. |
Notwithstanding anything herein to the contrary, Payee hereby agrees that he, she or it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Account and hereby agrees that, he, she or it will not seek recourse against the Trust Account for any claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Maker; provided that (a) nothing herein shall serve to limit or prohibit Payee’s right to pursue a claim against the Maker for legal relief against monies or other assets held outside the Trust Account, for specific performance or other equitable relief in connection with the consummation of the transactions contemplated hereby (including a claim against the Maker to specifically perform its obligations under this Note) so long as such claim would not affect the Maker’s ability to fulfill its obligation to effectuate any redemption, and (b) nothing herein shall serve to limit or prohibit any claims that Payee may have in the future against the Maker’s assets or funds that are not held in the Trust Account (including any funds that have been released from the Trust Account upon completion of the Business Combination and any assets that have been purchased or acquired with any such funds).
| 14. | Amendment; Waiver. Any amendment hereto or waiver of any provision hereof may be made with, and only with, the written consent of Maker and the Payee. |
| 15. | Assignment. No assignment or transfer of this Note or any rights or obligations hereunder may be made by any party hereto (by operation of law or otherwise) without the prior written consent of the other party hereto and any attempted assignment without the required consent shall be void. |
| 16. | Further Assurance. Maker shall, at its own cost and expense, execute and do (or procure to be executed and done by any other necessary party) all such deeds, documents, acts and things as the Payee may from time to time require as may be necessary to give full effect to this Promissory Note. |
[SIGNATURES ON FOLLOWING PAGE]
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IN WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this Note to be duly executed on the day and year first above written.
| PETRA ACQUISITION, INC. | ||
| By: | /s/ Andreas Typaldos | |
| Name: | Andreas Typaldos | |
| Title: | Chief Executive Officer | |
| ACKNOWLEDGED AND AGREED: | ||
| By: | /s/ Jared Solomon | |
| Name: | Jared Solomon | |
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