Amended Current Report Filing (8-k/a)
22 Abril 2022 - 4:22PM
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
(Amendment No. 2)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
April 22, 2022 (January 10, 2022)
REVELATION BIOSCIENCES, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware |
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001-39603 |
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84-3898466 |
(State or Other Jurisdiction |
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(Commission File Number) |
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(IRS Employer |
of Incorporation) |
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Identification No.) |
4660 La Jolla Village Drive, Suite 100, San
Diego, CA 92122
(Address of Principal Executive Offices) (Zip Code)
(650) 800-3717
(Registrant’s Telephone Number, Including
Area Code)
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) |
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☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ |
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 |
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Trading Symbol(s) |
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Name of each exchange on which registered |
Units, each consisting of one share of common stock and one-half of one redeemable warrant |
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REVBU |
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The Nasdaq Stock Market LLC |
Common stock, par value $0.001 per share |
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REVB |
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The Nasdaq Stock Market LLC |
Redeemable warrants, each exercisable for a share of common stock at an exercise price of $11.50 per share |
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REVBW |
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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.
Explanatory Note
This Amendment No. 2
to the Form 8-K (the “Form 8-K”) originally filed by Revelation Biosciences, Inc. (the “Company”)
on January 14, 2022 is being filed solely for the purpose of amending the historical financial statements provided under Item 9.01(a)
in the Form 8-K to include the audited financial statements of Revelation Biosciences Sub, Inc. (“Former Revelation”)
as of December 31, 2021 and 2020 and for the period from May 4, 2020 (inception) to December 31, 2020 and the year ended
December 31, 2021 and the related Management’s Discussion and Analysis of Financial Condition and Results of Operations of Former
Revelation. This Amendment No. 2 does not amend any other item of the Form 8-K or purport to provide an update or a discussion
of any developments at the Company subsequent to the filing date of the Form 8-K.
Capitalized terms used
but not defined herein have the meanings assigned to them in the Form 8-K.
Item 9.01 Financial Statements and
Exhibits.
(a) Financial statements of business acquired.
The audited financial statements
of Former Revelation as of December 31, 2021 and 2020 and for the period from May 4, 2020 (inception) to December 31, 2020 and
the year ended December 31, 2021 are filed herewith as Exhibit 99.1.
Also included herewith as
Exhibit 99.2 and incorporated by reference herein is the related Management’s Discussion and Analysis of Financial Condition and
Results of Operations of Former Revelation.
(b) None.
(c) None.
(d) Exhibits.
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: April 22, 2022
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REVELATION BIOSCIENCES, INC. |
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By: |
/s/ Chester S. Zygmont, III |
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Name: |
Chester S. Zygmont, III |
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Title: |
Chief Financial Officer |
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