Item 8.01 Other Events.
As of May 6, 2022, the deadline for holders of Class A Common Stock (the "Common
Stock") of OTR Acquisition Corp., a Delaware corporation (the "Company"), to
redeem their shares of Common Stock, holders of an aggregate of 10,389,363
shares of Common Stock (out of the 10,447,350 shares of Common Stock subject to
redemption) elected to redeem their shares of Common Stock in connection with
the proposed business combination (the "Business Combination") contemplated by
the Business Combination Agreement, dated as of January 31, 2022 (as amended or
restated from time to time, the "Business Combination Agreement") by and among
the Company, Comera Life Sciences Holdings, Inc. ("Holdco"), Comera Life
Sciences, Inc. ("Comera") and certain other parties thereto, as described in the
definitive proxy statement filed by the Company with the Securities and Exchange
Commission (the "SEC") on April 15, 2022 (the "Proxy Statement"). Subsequent to
May 6, 2022, the holders of an aggregate of 395,000 shares (the "Reversal
Shares") of Common Stock reversed their election to redeem their shares of
Common Stock. As a result, as of May 13, 2022, holders of an aggregate
of 9,994,363 shares of Common Stock exercised their right to redeem their shares
of Common Stock.
Given an expected closing of May 18, 2022, the Company has determined to allow
holders of Common Stock to reverse their election to have their shares of Common
Stock redeemed until 4:00 p.m. Eastern Time on May 17, 2022. Any such additional
redemption reversals above the Reversal Shares will be limited to an aggregate
amount of up to $10 million of Common Stock (approximately 975,600 shares of
Common Stock valued at $10.25 per share). There can be no assurance, however,
that any additional holders will request to change their election to redeem
their shares or that the final number of shares redeemed will further decrease.
Important Information About the Proposed Business Combination and Where to Find
It
In connection with the proposed Business Combination, 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.
© Edgar Online, source Glimpses