Item 1.01 Entry into a Material Definitive Agreement.
Business Combination Agreement
On January 31, 2022, 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"), CLS Sub Merger 2 Corp.,
a Delaware corporation and newly formed, wholly-owned subsidiary of Holdco ("OTR
Merger Sub" and, together with Comera Merger Sub, the "Merger Subs"), OTR
Acquisition Corp., a Delaware corporation ("OTR") and Comera Life Sciences,
Inc., a Delaware corporation ("Comera"), entered into a Business Combination
Agreement (as it may be amended and/or restated from time to time, the "Business
Combination Agreement") pursuant to which, subject to the satisfaction or waiver
of the conditions contained in the Business Combination Agreement, (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")
(together with the Comera Merger, the "Mergers" and collectively with the other
transactions described in the Business Combination Agreement, the "Proposed
Business Combination"). Capitalized terms used in this Current Report on Form
8-K but not otherwise defined herein have the meanings given to them in the
Business Combination Agreement, a copy of which is filed with this Current
Report on Form 8-K as Exhibit 2.1 and is incorporated herein by reference.
Structure of the Proposed Transactions
The Proposed Business Combination is structured as follows:
(a) Pursuant to the Business Combination Agreement, (i) Comera Merger Sub will
be merged with and into Comera, with Comera surviving the Comera Merger as a
direct wholly-owned subsidiary of Holdco and (ii) immediately following the
consummation of the Comera Merger, OTR Merger Sub will be merged with and into
OTR, with OTR surviving the OTR Merger as a direct wholly-owned subsidiary of
Holdco;
(b) By virtue of the Comera Merger and by the filing of a certificate of merger
with the Secretary of State of the State of Delaware (such time, the "Comera
Merger Effective Time"), (i) all shares of Comera common stock, par value $0.001
per share ("Comera Common Stock"), issued and outstanding immediately prior to
Closing (as defined below) (including Comera Common Stock issued upon the
conversion of Comera preferred stock immediately prior to the Closing) will be
canceled and converted into the right to receive shares of Holdco common stock,
par value $0.0001 per share ("Holdco Common Stock"), (ii) all Comera Vested
In-The-Money Options outstanding will be canceled and converted into the right
to receive shares of Holdco Common Stock and (iii) all outstanding Comera
Unvested Options and Comera Vested Out-Of-The-Money Options will be converted
into options to purchase shares of Holdco Common Stock;
(c) By virtue of the OTR Merger and by the filing of a certificate of merger
with the Secretary of State of the State of Delaware (such time, the "OTR Merger
Effective Time"), all shares of common stock of OTR issued and outstanding
immediately prior to the Closing will be converted on a one-to-one basis into
the right to receive shares of Holdco Common Stock and all outstanding warrants
to purchase common stock of OTR will be converted into warrants to purchase
shares of Holdco Common Stock. Any outstanding OTR Units as of immediately prior
to the OTR Merger Effective Time will be automatically separated into the
component securities at the OTR Merger Effective Time. However, no fractional
warrants will be issued nor will any compensation be paid in lieu of the
fractions of warrants.
The aggregate consideration to be paid to equityholders of Comera in the Comera
Merger (the "Aggregate Comera Consideration") will be a number of shares of
Holdco Common Stock equal the quotient of (A) $126,000,000, less any Leakage (as
defined the Business Combination Agreement) since September 30, 2021 divided by
(B) $10.00;
(d) At the Closing, in addition to the Aggregate Comera Consideration and as
part of the overall consideration payable to the holders of Comera Common Stock
and Comera Vested In-The-Money Options pursuant to the Business Combination
Agreement, Holdco will place 3,150,000 shares of Holdco Common Stock
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(the "Earn-Out Shares") into escrow with an escrow agent. If, at any time during
the period beginning on the Closing Date and expiring at the close of business
on the second anniversary of the Closing Date (the "Earn-Out Period"), the VWAP
of Holdco Common Stock is equal to or greater than $12.50 for any 20 trading
days within a period of 30 consecutive trading days (the "Earn-Out Trigger"),
then within 10 business days following the achievement of the Earn-Out Trigger,
the Earn-Out Shares will be released to the holders of Comera Common Stock and
holders of Comera Vested In-The-Money Options. If a Change of Control occurs
during the Earn-Out Period that results in the holders of shares of Holdco
Common Stock receiving consideration equal to or in excess of $12.50 per share,
then, immediately prior to the consummation of such Change of Control, the
Earn-Out Trigger, to the extent that it has not been previously satisfied, shall
be deemed to be satisfied, and Holdco shall promptly instruct the Escrow Agent
to deliver the Earn-Out Shares to the holders of Comera Common Stock and holders
of Comera Vested In-the-Money Options, in each case in accordance with the
Payment Spreadsheet. If the Earn-Out Trigger is not achieved during the Earn-Out
Period, then, upon expiration of the Earn-Out Period, the Earn-Out Shares will
be cancelled;
(e) Contemporaneously with the execution of the Business Combination Agreement,
OTR, Holdco, Comera and the Key Comera Stockholders entered into a stockholder
support agreement (the "Stockholder Support Agreement"), pursuant to which the
Key Comera Stockholders agreed to, among other things, vote all of their shares
of Comera Common Stock and Comera Preferred Stock in favor of the approval and
adoption of the Business Combination Agreement and the Proposed Business
Combination. A description of the Stockholder Support Agreement is set forth
under the heading "Stockholder Support Agreement" under this Item 1.01 of this
Current Report on Form 8-K;
(f) Contemporaneously with the execution of the Business Combination Agreement,
the Sponsor, Comera and OTR entered into a sponsor support agreement (the
"Sponsor Support Agreement"), pursuant to which the Sponsor agreed to, among
other things, vote its shares of OTR Class B common stock in favor of the
Business Combination Agreement and abstain from exercising certain redemption
rights. A description of the Sponsor Support Agreement is set forth under the
heading "Sponsor Support Agreement" under this Item 1.01 of this Current Report
on Form 8-K; and
(g) In connection with the Closing, OTR, Holdco, all stockholders of Comera
(the "Comera RR Holders") and OTR Acquisition Sponsor LLC, a Delaware limited
liability company (the "Sponsor" and, together with the Comera RR Holders, the
"Holders") will enter into the Registration Rights and Lock-Up Agreement (the
"Registration Rights and Lock-Up Agreement"), providing for certain registration
rights and lock-up obligations in respect of the Holders' ownership of
securities in Holdco following the Closing of the Proposed Business Combination
(the "Combined Company"). A description of the Registration Rights and Lock-Up
Agreement is set forth under the heading "Registration Rights and Lock-Up
Agreement" under this Item 1.01 of this Current Report on Form 8-K.
Proxy Statement
On February 3, 2022, Holdco confidentially submitted a draft registration
statement on Form S-4 (the "Registration Statement") with the U.S. Securities
and Exchange Commission (the "SEC") which includes (i) a proxy statement (as
amended or supplemented from time to time, the "Proxy Statement") relating to
the special meeting of OTR's stockholders to be held to consider approval and
adoption of (A) the Business Combination Agreement, (B) if necessary, to adjourn
the special meeting to a later date or dates and (C) any other proposals the
parties deem necessary to effectuate the Proposed Business Combination
Transaction (collectively, the "OTR Proposals") and (ii) a prospectus, in
connection with the registration under the Securities Act of 1933, as amended
(the "Securities Act"), of shares of Holdco Common Stock to be issued to the OTR
stockholders and Comera stockholders pursuant to the Business Combination
Agreement.
Stock Incentive Plan
Prior to the Closing, Holdco will adopt a stock incentive award plan.
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Stock Exchange Listing
Holdco, OTR and Comera will use their respective reasonable best efforts to
cause the shares of Holdco Common Stock and Holdco Warrants to be issued in
connection with the Proposed Business Combination to be approved for listing on
the Nasdaq Stock Market LLC ("Nasdaq") at Closing.
Closing
Unless the Business Combination Agreement is earlier terminated, the Closing
will occur as promptly as practicable, but in no event later than three
(3) business days following the satisfaction or waiver of all of the closing
conditions.
Representations and Warranties
The Business Combination Agreement contains customary representations and
warranties of the parties thereto with respect to, among other things, the
following as applicable: corporate organization and qualification;
. . .
Item 8.01 Other Events
On February 4, 2022, OTR and Comera issued a joint press release (the "Press
Release") announcing the confidential submission of the Registration Statement
with the SEC on February 3, 2022 with respect to the Proposed Business
Combination. A copy of the Press Release is filed herewith as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
2.1* Business Combination Agreement, dated as of January 31, 2022, among
Comera Life Sciences Holdings, Inc., OTR Acquisition Corp., CLS Sub Merger
1 Corp., CLS Sub Merger 2 Corp. and Comera Life Sciences, Inc.
10.1 Stockholder Support Agreement, dated as of January 31, 2022, by and
among Comera Life Sciences Holdings, Inc., OTR Acquisition Corp., Comera
Life Sciences, Inc. and certain stockholders of Comera Life Sciences, Inc.
party thereto.
10.2 Sponsor Support Agreement, dated as of January 31, 2022, by and among
OTR Acquisition Sponsor LLC, Comera Life Sciences, Inc. and OTR
Acquisition Corp.
99.1 Press Release, dated February 4, 2022.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
* Certain exhibits and schedules to this Exhibit have been omitted in accordance
with Regulation S-K Item 601(b)(2). OTR agrees to furnish supplementally a copy
of all omitted exhibits and schedules to the Securities and Exchange Commission
upon its request.
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