REVELATION BIOSCIENCES, INC. Debt Disclosure
NOTE 5 – PrOMISSORY NOTES
On October 13, 2021, the Company entered into three promissory notes payable for a total of up to an aggregate principal amount of $750,000 with a minimum draw of $50,000 (Promissory Notes Payable) with three Lenders (the Lenders). Such Promissory Notes Payable 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 the Company to complete an initial business combination, as contemplated in the definitive proxy statement on Scheduled 14A filed by the Company with the Securities and Exchange Commission on September 24, 2021. The Promissory Notes Payable will bear interest at the rate of 2% per month on the outstanding Promissory Notes Payable and such amounts will be repayable by the Company to the Lenders upon consummation of an initial business combination. The Lenders have agreed that with respect to each Extension that is approved, they or their affiliates will contribute to the Company as a loan (each loan being referred to herein as a “Contribution”) $0.027 for each share of common stock issued in the Company’s IPO (the “public shares”) that is not redeemed in connection with the stockholder vote to approve such Extension. Accordingly, if the Company takes the additional extensions, the Lenders would make aggregate Contributions of approximately $750,000 (assuming no public shares were redeemed). Each Contribution will be deposited in the Trust Account within two business days prior to the beginning of the additional extension period (or portion thereof), other than the first Contribution which was made on October 12, 2021. Accordingly, if the Company takes the full time through the Extended Termination Date to complete an initial business combination, the redemption price per share at the meeting for such business combination or the Company’s subsequent liquidation will be approximately $10.20 per share (without taking into account any interest). The Lenders will not make any Contribution unless the related Extension is approved and the Extension is completed. The Contribution(s) will bear interest at the rate of 2.0% per month on the outstanding loan amount and will be repayable by the Company to the Lenders upon consummation of an initial business combination. The loans will be forgiven if the Company is unable to consummate an initial business combination except to the extent of any funds held outside of the Trust Account. The Company will have the sole discretion whether to continue extending for the additional periods until the Extended Termination Date and if the Company determines not to continue extending for the additional periods, the Company’s obligation to make additional Contributions will terminate. If this occurs, or if the Company’s board of directors otherwise determines that the Company will not be able to consummate an initial business combination by the Extended Termination Date and does not wish to seek an additional extension, the Company would wind up our affairs and redeem 100% of the outstanding public shares. The purpose of each Extension is to allow the Company more time to complete the Company’s proposed business combination.
As of December 31, 2021, the aggregate principal amount of the Promissory Notes Payable was $750,000. The related accrued interest on the three promissory notes as of December 31, 2021 was $24,345.
About Debt Disclosures
Debt disclosures detail a company's borrowing structure — the types of instruments, interest rates, maturity schedule, and covenant restrictions that define its financial obligations and flexibility. This section is essential for assessing refinancing risk, interest rate exposure, and the margin of safety against financial distress.
Key signals: the maturity schedule reveals concentration risk — large maturities within 1-2 years during tight credit markets can force dilutive refinancing or asset sales. Compare the fair value of debt against carrying amount to gauge whether the market views the company's credit risk differently than the balance sheet suggests. Watch covenant compliance disclosures for tightening cushions, especially leverage and interest coverage ratios. Variable-rate debt exposure quantifies sensitivity to interest rate changes. Secured versus unsecured mix affects recovery rates and future borrowing capacity. Compare net debt-to-EBITDA against industry peers and covenant limits to assess financial health.