Item 7.01 Regulation FD Disclosure.
On January 31, 2022, OTR Acquisition Corp., a Delaware corporation ("OTR"), and
Comera Life Sciences, Inc., a Delaware corporation ("Comera"), jointly issued a
press release announcing the execution of a business combination agreement (the
"Business Combination Agreement") among OTR, Comera, Comera Life Sciences
Holdings, Inc., a Delaware corporation ("Holdco"), CLS Sub Merger 1 Corp., a
Delaware corporation and newly formed, wholly-owned subsidiary of Holdco
("Comera Merger Sub"), and CLS Sub Merger 2 Corp., a Delaware corporation and
newly formed, wholly-owned subsidiary of Holdco ("OTR Merger Sub"), pursuant to
which (i) Comera Merger Sub will be merged with and into Comera, with Comera
surviving such merger as a direct wholly-owned subsidiary of Holdco (the "Comera
Merger") and (ii) OTR Merger Sub will be merged with and into OTR, with OTR
surviving such merger as a direct wholly-owned subsidiary of Holdco (the "OTR
Merger") (collectively with the other transactions described in the Business
Combination Agreement, the "Proposed Business Combination"). A copy of the press
release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
On January 31, 2022, Comera sent a memorandum to the employees of Comera, a copy
of which is attached hereto as Exhibit 99.2.
Attached as Exhibit 99.3 to this Current Report on Form 8-K and incorporated
herein by reference is the form of presentation to be used by OTR in
presentations for certain of OTR's stockholders and other persons regarding the
Proposed Business Combination.
The foregoing exhibits and the information set forth therein shall not be deemed
to be filed for purposes of Section 18 of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), or otherwise be subject to the liabilities of
that section, nor shall they be deemed to be incorporated by reference in any
filing under the Securities Act of 1933, as amended (the "Securities Act"), or
the Exchange Act.
Additional Information About the Proposed Business Combination and Where to Find
It
This Current Report on Form 8-K relates to the Proposed Business Combination.
Holdco intends to file a registration statement on Form S-4 that will include a
proxy statement of OTR and a prospectus of Holdco. The proxy
statement/prospectus will be sent to all OTR and Comera stockholders. Holdco
also will file other documents regarding the Proposed Business Combination with
the SEC. Before making any voting decision, investors and securities holders of
OTR and Comera are urged to read the registration statement, the proxy
statement/prospectus and all other relevant documents filed or that will be
filed with the U.S. Securities and Exchange Commission (the "SEC") in connection
with the Proposed Business Combination as they become available because they
will contain important information about the Proposed Business Combination and
the parties to the Proposed Business Combination.
Investors and securities holders will be able to 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
www.sec.gov. In addition, the documents filed by OTR may be obtained free of
charge from OTR's website at https://www.otracquisition.com/ or by written
request to OTR Acquisition Corp., 1395 Brickell Avenue, Suite 800, Miami,
Florida 33131.
Participants in the Solicitation
Holdco, OTR and Comera and their respective directors and officers may be deemed
to be participants in the solicitation of proxies from OTR's stockholders in
connection with the Proposed Business Combination. Information about OTR's
directors and executive officers and their ownership of OTR's securities is set
forth in OTR's filings with the SEC, including OTR's Annual Report on Form 10-K
for the fiscal year ended December 31, 2020, which was filed with the SEC on
March 3, 2021 as amended on December 13, 2021. To the extent that holdings of
OTR's securities have changed since the amounts printed in OTR'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 when it becomes available. You may
obtain free copies of these documents as described in the preceding paragraph.
Forward-Looking Statements
This Current Report on Form 8-K contains certain forward-looking statements
within the meaning of the federal securities laws with respect to the Proposed
Business Combination between OTR and Comera, including statements regarding the
benefits of the transaction, the anticipated timing of the transaction, the
products offered by Comera and the markets in which it operates, and Comera's
projected future results. These forward-looking statements generally are
identified by the words "believe," "project," "expect," "anticipate,"
"estimate," "intend," "strategy," "future," "opportunity," "plan," "may,"
"should," "will," "would," "will be," "will continue," "will likely result," and
similar expressions. Forward-looking statements are predictions, projections and
other statements about future events that are based on current expectations and
assumptions and, as a result, are subject to risks and uncertainties. Many
factors could cause actual future events to differ materially from the
forward-looking statements in this document, including, but not limited to:
(i) the risk that the transaction may not be completed in a timely manner or at
all, which may adversely affect the price of OTR's securities, (ii) the risk
that the transaction may not be completed by OTR's business combination deadline
and the potential failure to obtain an extension of the business combination
deadline if sought by OTR, (iii) the failure to satisfy the conditions to the
consummation of the transaction, including the adoption of the Business
Combination Agreement by the stockholders of OTR, the satisfaction of the
minimum trust account amount following redemptions by OTR's public stockholders,
(iv) the lack of a third party valuation in determining whether or not to pursue
the Proposed Business Combination, (v) the occurrence of any event, change or
other circumstance that could give rise to the termination of the Business
Combination Agreement, (vi) the effect of the announcement or pendency of the
transaction on Comera's business relationships, performance, and business
generally, (vii) risks that the Proposed Business Combination disrupts current
plans of Comera and potential difficulties in Comera's employee retention as a
result of the Proposed Business Combination, (viii) the outcome of any legal
proceedings that may be instituted against Holdco, Comera or OTR related to the
Business Combination Agreement or the Proposed Business Combination, (ix) the
ability to maintain the listing of OTR's securities on the Nasdaq Stock Market
LLC ("Nasdaq"), (x) the price of Holdco's securities may be volatile due to a
variety of factors, including changes in the competitive and highly regulated
industries in which Comera operates, variations in performance across
competitors, changes in laws and regulations affecting Comera's business and
changes in the combined capital structure, (xi) the ability to implement
business plans, forecasts, and other expectations after the completion of the
Proposed Business Combination, and identify and realize additional
opportunities, (xii) the risk of downturns and the possibility of rapid change
in the highly competitive industry in which Comera operates, (xiii) the risk
that Comera and its current and future collaborators are unable to successfully
develop and commercialize Comera's products or services, or experience
significant delays in doing so, (xiv) the risk that Comera may never achieve or
sustain profitability; (xv) the risk that Comera will need to raise additional
capital to execute its business plan, which many not be available on acceptable
terms or at all; (xvi) the risk that the post-combination company experiences
difficulties in managing its growth and expanding operations, (xvii) the risk
that third-parties suppliers and manufacturers are not able to fully and timely
meet their obligations, (xviii) the risk of product liability or regulatory
lawsuits or proceedings relating to Comera's products and services, and
(xix) the risk that Comera is unable to secure or protect its intellectual
property and (xx) the risk that the post-combination company's securities will
not be approved for listing on Nasdaq or if approved, maintain the listing. The
foregoing list of factors is not exhaustive. You should carefully consider the
foregoing factors and the other risks and uncertainties described in the "Risk
Factors" section of OTR's Annual Report on Form 10-K, Quarterly Reports on
Form 10-Q, Holdco's registration statement on Form S-4 and proxy
statement/prospectus discussed above and other documents filed by Holdco or OTR
from time to time with the SEC. These filings identify and address other
important risks and uncertainties that could cause actual events and results to
differ materially from those contained in the forward-looking statements.
Forward-looking statements speak only as of the date they are made. Readers are
cautioned not to put undue reliance on forward-looking statements, and Holdco,
Comera and OTR assume no obligation and do not intend to update or revise these
forward-looking statements, whether as a result of new information, future
. . .
Item 8.01 Other Events.
The disclosure set forth above in Item 7.01 of this Current Report on Form 8-K
is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
99.1 Press Release, dated January 31, 2022.
99.2 Memorandum sent by Comera to its employees, dated January 31, 2022.
99.3 Form of Investor Presentation.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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