Item 8.01 Other Events.
As of May 17, 2022, holders of an aggregate of 9,769,363 shares of Class
A Common Stock (the "Common Stock"), out of the 10,447,350 shares of Common
Stock subject to redemption, of OTR Acquisition Corp., a Delaware corporation
(the "Company") have redeemed their shares of Common Stock in connection with
the proposed business combination with Comera Life Sciences, Inc ("Comera") (the
"Business Combination"). The Company is no longer allowing holders of Common
Stock to reverse their election to have their shares of Common Stock
redeemed. As a result, there are 677,987 shares of Common Stock outstanding that
were subject to redemption but not redeemed.
The Company anticipates that the closing of the Business Combination will occur
on or before May 19, 2022, subject to the satisfaction or waiver of all of the
requirements to closing.
Important Information About the Proposed Business Combination and Where to Find
It
In connection with the proposed Business Combination, Comera Life Sciences
Holdings, Inc. ("Holdco") filed the Registration Statement which includes a
proxy statement of the Company and a prospectus of Holdco, which registration
statement was declared effective by the SEC on April 11, 2022. The definitive
proxy statement/prospectus was sent to all Company and Comera stockholders.
Holdco and the Company will also file other documents regarding the proposed
Business Combination with the SEC. Before making any voting decision, investors
and securities holders of the Company and Comera are urged to read the proxy
statement/prospectus and all other relevant documents filed or that will be
filed with the SEC in connection with the proposed Business Combination as they
become available because they contain or will contain important information
about the proposed Business Combination and the parties to the proposed Business
Combination.
Investors and securities holders may obtain free copies of the proxy
statement/prospectus and all other relevant documents filed or that will be
filed with the SEC by Holdco through the website maintained by the SEC at
https://sec.gov/. In addition, the documents filed by the Company may be
obtained free of charge from the Company's website at
https://otracquisition.com/investors/ or by written request to OTR Acquisition
Corp., 1395 Brickell Avenue, Suite 800, Miami, Florida 33131.
Participants in the Solicitation
Holdco, the Company and Comera and their respective directors and officers may
be deemed to be participants in the solicitation of proxies from the Company's
stockholders in connection with the proposed Business Combination. Information
about the Company's directors and executive officers and their ownership of the
Company's securities is set forth in the Company's filings with the SEC,
including the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2021, which was filed with the SEC on March 8, 2022. To the extent
that holdings of the Company's securities have changed since the amounts printed
in the Company's Annual Report, such changes have been or will be reflected on
Statements of Change in Ownership on Form 4 filed with the SEC. Additional
information regarding the interests of those persons and other persons who may
be deemed participants in the proposed Business Combination may be obtained by
reading the proxy statement/prospectus regarding the proposed Business
Combination. You may obtain free copies of these documents as described in the
preceding paragraph.
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