OTR Acquisition Corp. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Other Events (Amendment)
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 10, 2022, OTR Acquisition Corp., a Delaware corporation (the “Company”), held a special meeting of stockholders (the “Special Meeting”) in connection with the proposed busines 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”), CLS Sub Merger 1 Corp. (“Comera Merger Sub”) and CLS Sub Merger 2 Corp. (“OTR Merger Sub”), as described in the definitive proxy statement filed by the Company with the Securities and Exchange Commission on April 15, 2022 (the “Proxy Statement”). Present at the Special Meeting were holders of 7,128,767 shares of the Company’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”) and 2,611,838 shares of the Company’s Class B common stock, par value $0.0001 per share (“Class B Common Stock” and together with the Class A Common Stock, “Common Stock”), in person or by proxy, representing 74.41% of the voting power of the Company’s Common Stock issued and outstanding as of April 11, 2022, the record date for the Special Meeting (the “Record Date”), and constituting a quorum for the transaction of business. As of the Record Date, there were 13,242,017 shares of Common Stock issued and outstanding.
At the Special Meeting, the Company’s stockholders approved the Business Combination Proposal, the Charter Amendment Proposal and the Equity Incentive Award Plan Proposal, in each case as defined and described in greater detail in the Proxy Statement. The Adjournment Proposal, as defined and described in greater detail in the Proxy Statement, was not presented to the Company’s stockholders as the Business Combination Proposal, the Charter Amendment Proposal and the Equity Incentive Award Plan Proposal each received a sufficient number of votes for approval.
Set forth below are the final voting results for the Business Combination Proposal, the Charter Amendment Proposal and the Equity Incentive Award Plan Proposal:
The Business Combination Proposal
A proposal to approve and adopt the Business Combination Agreement. The voting results of the shares of Common Stock were as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 9,675,143 | 177,849 | 0 | 0 |
The Charter Amendment Proposal
The following three (3) separate governance proposals (the “Governance Proposals”) relating to the following material differences between the Company’s current amended and restated certificate of incorporation and the amended and restated certificate of incorporation of Holdco were approved on a non-binding advisory basis. The voting results of the shares of Common Stock for each of the Governance Proposals were as follows:
| (a) | Advisory Governance Proposal 2A – to increase the number of authorized shares of Common Stock from 110,000,000 to 150,000,000; |
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 9,675,142 | 177,850 | 0 | 0 |
| (b) | Advisory Governance Proposal 2B – to change the number of classes of directors from two classes to three classes; and |
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 8,552,365 | 1,300,627 | 0 | 0 |
| (c) | Advisory Governance Proposal 2C – to remove the renouncement of corporate opportunity doctrine. |
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 9,233,522 | 611,970 | 7,500 | 0 |
The Equity Incentive Award Plan Proposal
The proposal to approve the adoption of the equity incentive award plan established to be effective after the closing of the Business Combination was approved. The voting results of the shares of Common Stock were as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 9,666,642 | 178,850 | 7,500 | 0 |
Redemption of Class A Common Stock
As of May 11, 2022, holders of an aggregate of 10,279,363 shares of Class A Common Stock had exercised their right to redeem their shares. Subsequently, the Company has been made aware that certain holders of Class A Common Stock may request to change their election to have their shares redeemed, which the Company may allow. There can be no assurance, however, that such holders will request to change their election to redeem their shares or that the final number of shares redeemed will decrease.
Item 8.01 Other Events
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.
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: May 13, 2022
| OTR ACQUISITION CORP. | |||
| By: | /s/ Nicholas J. Singer | ||
| Name: | Nicholas J. Singer | ||
| Title: | Chief Executive Officer | ||