SEC Form 425 filed by OTR Acquisition Corp.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 13, 2022

OTR ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (305) 697-9600

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨ 

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.

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 16, 2022