Revelation Biosciences, Inc 8-K, filed Jun 1, 2021
Revelation Biosciences, Inc. (REVB)
About this 8-K
Revelation Biosciences, Inc filed this 8-K on June 1, 2021, reporting on events of May 28, 2021.
Items reported
- Item 3.01: Delisting notice or listing transfer
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 1, 2021 (May 28, 2021)
PETRA ACQUISITION, INC.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 001-39603 | 84-3898466 | ||
| (State or Other Jurisdiction | (Commission | (IRS Employer | ||
| of Incorporation) | File Number) | Identification No.) |
5 West 21st Street New York, NY 10010
(Address of Principal Executive Offices) (Zip Code)
(971) 622-5800
(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 | ||
| Units, each consisting of one share of common stock and one redeemable warrant | PAICU | The Nasdaq Stock Market LLC | ||
| Common stock, par value $0.001 per share | PAIC | The Nasdaq Stock Market LLC | ||
| Redeemable warrants, exercisable for shares of common stock at an exercise price of $11.50 per share | PAICW | The Nasdaq 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 3.01. | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
On May 28, 2021, Petra Acquisition, Inc., a Delaware corporation (the “Company”), the Company received a written notice (the “Notice”) from the Listing Qualifications Department of the Nasdaq Stock Market (“NASDAQ”) indicating that the Company is not in compliance with Listing Rule 5250(c)(1) because the Company has failed to file its Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 (the “Form 10-Q”) with the Securities and Exchange Commission (the “SEC”).
The Notice 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 the Rule. If Nasdaq accepts the Company’s plan, it has the discretion to grant the Company an extension of up to 180 calendar days from the due date of the Form 10-Q (or until November 22, 2021) to regain compliance. This notification has no immediate effect on the listing of the Company’s shares on Nasdaq.
The Company anticipates that it will file the Form 10-Q in advance of the sixty-day deadline and thereby regain compliance with the Nasdaq continued listing requirements. If the Company is unable to file the Form 10-Q by July 26, 2021, it intends to file a plan to regain compliance with Nasdaq. There can be no assurance, however, that the Company will be able to regain compliance with the listing requirements discussed above or otherwise satisfy the other Nasdaq listing criteria.
As reported by the Company in
its Form 12b-25 filed with the SEC on May 18, 2021, the Company reevaluated the accounting treatment of its warrants (the
“Warrants”) following the issuance by the Staff of the SEC of the “Staff Statement on Accounting and Reporting Considerations
for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Staff Statement”), which
provides guidance for all SPACs regarding the accounting and reporting for their warrants. The Company is in the process of determining,
based on the SEC Staff Statement, whether the Warrants should be classified as liabilities measured at fair value, with subsequent changes
in fair value recorded in the Company’s Statement of Operations each reporting period. The Company continues to work diligently
to complete the Form 10-Q as soon as possible.
Item 8.01. Financial Statements and Exhibits.
On June 1, 2021, the Company issued a press release announcing its receipt of the Notice from the NASDAQ. A copy of that press release is attached to this Form 8-K as Exhibit 99.1 hereto.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| 99.1 | Press Release Issued by Petra Acquisition Inc. dated June 1, 2021 |
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: June 1, 2021
| PETRA ACQUISITION, INC. | ||
| By: | /s/ Andreas Typaldos | |
| Name: | Andreas Typaldos | |
| Title: | Chairman & Chief Executive Officer | |
Exhibit 99.1
FOR IMMEDIATE RELEASE
PETRA ACQUISITION, INC. RECEIVES EXPECTED NASDAQ NOTIFICATION REGARDING DELAYED FORM 10-Q
New York, NY, June 1, 2021 – Petra Acquisition, Inc. (NASDAQ: PAIC) (the “Company”), a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities, announced that on May 28, 2021, it received a letter from the Listing Qualifications Department of the Nasdaq Stock Market (“Nasdaq”) advising that because the Company failed to timely file its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2021 (the “Form 10-Q”), the Company was not in compliance with Nasdaq Listing Rule 5250(c)(1) (the “Rule”). Nasdaq has informed the Company that it has until July 26, 2021 to submit a plan to regain compliance with the Rule, provided that the Company will not be required to submit a plan if the Form 10-Q is filed before such date. If Nasdaq approves the Company’s plan, it has the discretion to grant the Company an extension of up to 180 calendar days from the due date of the Form 10-Q (or until November 22, 2021) to regain compliance.
The Company anticipates that it will file the Form 10-Q in advance of the sixty-day deadline and thereby regain compliance with the Nasdaq continued listing requirements. If the Company is unable to file the Form 10-Q by July 26, 2021, it intends to file a plan to regain compliance with Nasdaq. There can be no assurance, however, that the Company will be able to regain compliance with the listing requirements discussed above or otherwise satisfy the other Nasdaq listing criteria. This notification has no immediate effect on the listing of the Company’s securities on Nasdaq.
About Petra Acquisition, Inc.
Petra Acquisition, Inc.(Nasdaq: PAIC) is a blank check company organized for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities, with an initial focus on target businesses in the healthcare or a healthcare-related industry. However, the Company’s efforts to identify a prospective target business will not be limited to any particular industry or geographic region.
Forward Looking Statements
This press release includes forward-looking statements that involve risks and uncertainties. Forward looking statements are statements that are not historical facts. Such forward-looking statements, including with respect to the initial public offering and the anticipated use of the proceeds thereof, are subject to risks and uncertainties, which could cause actual results to differ from the forward looking statements, including those set forth in the risk factors section of the prospectus used in connection with the Company’s initial public offering. The Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based, except as required by law.
Contact:
Andreas Typaldos
Chief Executive Officer
Petra Acquisition, Inc.
(917) 622-5800