The following discussion and analysis of the Company's financial condition and results of operations should be read in conjunction with our audited financial statements and the notes related thereto which are included in "Item 8 Financial Statements and Supplementary Data" of this Report. Certain information contained in the discussion and analysis set forth includes forward-looking statements. Our actual results may differ materially from these anticipated in these forward-looking statements as a result of many factors, including those set forth under "Special Note Regarding Forward-Looking Statements" below, "Item 1A Risk Factors" and elsewhere in this Report.

Special Note Regarding Forward-Looking Statements

This Annual Report includes "forward-looking statements" within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements other than statements of historical facts included in this Annual Report including in this "Management's Discussion and Analysis of Financial Condition and Results of Operations" regarding the Company's financial position, business strategy and the plan and objectives of management for future operations, are forward-looking statements. Words such as "expect", "believe", "anticipate", "intend", "estimate", "seek" and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management's current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.



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Overview

We are a blank check company formed under the laws of the State of Delaware on July 23, 2020 for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination with one or more businesses. We intend to effectuate our initial business combination using cash from the proceeds of Initial Public Offering and the sale of the Private Placement Warrants, our securities, debt or a combination of cash, securities and debt. Our efforts to identify a prospective target business will not be limited to a particular geographic region or industry.

The issuance of additional shares in connection with an initial business combination to the owners of the target or other investors:

may significantly dilute the equity interest of investors, which dilution would

? increase if the anti-dilution provisions in the Class B common stock resulted

in the issuance of Class A shares on a greater than one -to-one basis upon

conversion of the Class B common stock;

? may subordinate the rights of holders of our common stock if preferred stock is

issued with rights senior to those afforded our common stock;

could cause a change in control if a substantial number of shares of our common

? stock is issued, which may affect, among other things, our ability to use our

net operating loss carry forwards, if any, and could result in the resignation

or removal of our present officers and directors;

may have the effect of delaying or preventing a change of control of us by

? diluting the stock ownership or voting rights of a person seeking to obtain

control of us; and

? may adversely affect prevailing market prices for our Class A common stock

and/or warrants.

Similarly, if we issue debt securities or otherwise incur significant debt to bank or other lenders or the owners of a target, it could result in:

? default and foreclosure on our assets if our operating revenues after an

initial business combination are insufficient to repay our debt obligations;

acceleration of our obligations to repay the indebtedness even if we make all

? principal and interest payments when due if we breach certain covenants that

require the maintenance of certain financial ratios or reserves without a

waiver or renegotiation of that covenant;

? our immediate payment of all principal and accrued interest, if any, if the

debt security is payable on demand;

our inability to obtain necessary additional financing if the debt security

? contains covenants restricting our ability to obtain such financing while the

debt security is outstanding;

? our inability to pay dividends on our common stock;

using a substantial portion of our cash flow to pay principal and interest on

? our debt, which will reduce the funds available for dividends on our common

stock if declared, our ability to pay expenses, make capital expenditures and

acquisitions, and fund other general corporate purposes;

? limitations on our flexibility in planning for and reacting to changes in our

business and in the industry in which we operate;

? increased vulnerability to adverse changes in general economic, industry and

competitive conditions and adverse changes in government regulation;




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limitations on our ability to borrow additional amounts for expenses, capital

? expenditures, acquisitions, debt service requirements, and execution of our

strategy; and

? other purposes and other disadvantages compared to our competitors who have

less debt.

We expect to continue to incur significant costs in the pursuit of our initial business combination plans. We cannot assure you that our plans to raise capital or to complete our initial business combination will be successful.

Recent Developments

On January 31, 2022, we entered into the Business Combination Agreement by and among the among the Company, Comera, Holdco, Comera Merger Sub and OTR Merger Sub, pursuant to which Comera Merger Sub will be merged with and into Comera with Comera surviving such merger as a direct wholly-owned subsidiary of Holdco 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 Business Combination Agreement contains customary representations and warranties, covenants, closing conditions and termination fee provisions.

The consideration to be paid to the pre-closing stockholders of Comera will be equity consideration, pursuant to which, following certain transactions contemplated by the Business Combination Agreement, each issued and outstanding share of Comera's common stock and Comera vested in-the-money options shall automatically be converted into and become the right to receive, in accordance with the Payment Spreadsheet, the number of shares of our Holdco Common Stock as set forth in the Payment Spreadsheet. We shall assume the Company Equity Plan (as defined in the Business Combination Agreement), and all outstanding Comera unvested options and vested out-of-the-money option shall be converted into a right to receive Holdco Common Stock as set forth on the Payment Spreadsheet. Following certain transactions contemplated by the Business Combination Agreement, each share of Class A common stock issued and outstanding immediately prior to the OTR Merger Effective Time will automatically be converted into and become the right to receive one (1) share of Holdco Common Stock. Concurrently with the Closing, Holdco will assume the Company's obligations under the Warrant Agreement governing the Company's warrants, dated as of November 17, 2020 (the "Warrant Agreement"), and each Public Warrant and Private Placement Warrant will be amended such that each becomes a right to acquire one share of Holdco Common Stock on substantially the same terms as were in effect immediately prior to the Closing under the terms of the Warrant Agreement.

The Business Combination will be consummated subject to the deliverables and provisions as further described in the Business Combination Agreement.

On March 1, 2022, the Company entered into a convertible promissory note with the Sponsor pursuant to which the Sponsor agreed to loan the Company up to an aggregate principal amount of $0.5 million (the "Note"). The Note is non-interest bearing and payable upon the date on which the Company consummates a Business Combination. If the Company does not consummate a Business Combination, the Company may use a portion of any funds held outside the Trust Account to repay the Note; however, no proceeds from the Trust Account may be used for such repayment.

Up to $0.5 million of the Note may be converted into warrants of the post Business Combination entity at a price of $1.00 per warrant at the option of the Sponsor. The warrants would be identical to the Private Placement Warrants. As of March 1, 2022, the outstanding balance under the Note amounted to an aggregate of $0.1 million.

Results of Operations

We have neither engaged in any operations nor generated any revenues to date. Our only activities from July 23, 2020 (inception) through December 31, 2021 were organizational activities and those necessary to prepare for the Initial Public Offering, described below, and, after our Initial Public Offering, identifying a target company for an initial business combination. We do not expect to generate any operating revenues until after the completion of our initial business combination. We generate non-operating income in the form of interest income on marketable securities held in the Trust Account. We are incurring expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

For the year ended December 31, 2021, we had a net income of $4.69 million, which consisted of interest income earned on marketable securities held in our Trust Account of $37,679 and a change in fair value of derivative warrant liabilities of $5.70 million, offset by operating costs of $1.05 million.



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For the period from July 23, 2020 (inception) through December 31, 2020, we had a net loss of $3.28 million, which consisted of interest income earned on marketable securities held in our Trust Account of $9,155, offset by operating costs of $0.21 million, a change in the fair value of the warrants of $2.77 million and offering costs associated with warrants recorded as liabilities of $0.31 million.

Liquidity and Capital Resources

On November 19, 2020, we consummated the Initial Public Offering of 10,447,350 Units, which includes the partial exercise by the underwriters of the over-allotment option to purchase an additional 447,350 Units, at $10.00 per Unit, generating gross proceeds of $104.5 million. Simultaneously with the closing of the Initial Public Offering, we consummated the sale of 5,817,757 Private Placement Warrants, at $1.00 per Private Placement Warrant, to our Sponsor, generating gross proceeds of $5.8 million.

Transaction costs amounted to $7.1 million, consisting of $1.8 million of the fair value of the shares issued to Maxim Group LLC for acting as the representative of the several underwriters in connection with the Initial Public Offering, $1.3 million in cash underwriting fees, $3.4 million of deferred underwriting fees and $546,907 of other offering costs.

For the year ended December 31, 2021, cash used in operating activities was $0.78 million. Net income of $4.69 million was affected by interest earned on marketable securities held in the Trust Account of $37,679 and a change in the fair value of the warrants of $5.70 million. Changes in operating assets and liabilities used $0.28 million of cash.

For the year ended December 31, 2020, cash used in operating activities was $0.38 million. Net loss of $3.28 million was affected by interest earned on marketable securities held in the Trust Account of $9,155, a change in the fair value of the warrants of $(2.77) million and offering costs associated with warrants recorded as liabilities of $(0.31) million. Changes in operating assets and liabilities used $(0.18) million of cash.

As of December 31, 2021, we had cash and marketable securities held in the Trust Account of $107.09 million (including approximately $46,834 of interest earned) consisting of mutual funds with a maturity of 185 days or less, compared to $107.10 million (including approximately $9,155 of interest earned) at December 31, 2020. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less deferred underwriting commissions) to complete an initial business combination. We may withdraw interest to pay taxes. To the extent that our capital stock or debt is used, in whole or in part, as consideration to complete an initial business combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business.

As of December 31, 2021, we had cash of $0.26 million held outside the Trust Account. We intend to use the funds held outside the Trust Account primarily to identify and evaluate prospective acquisition candidates, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses, review corporate documents and material agreements of prospective target businesses, select the target business to acquire and structure, negotiate and complete an initial business combination.

In order to fund working capital deficiencies or finance transaction costs in connection with an initial business combination, our initial stockholders, officers and directors or their affiliates may, but are not obligated to, loan us funds from time to time or at any time, as may be required. If we complete an initial business combination, we would repay such loaned amounts out of the proceeds of the Trust Account released to us. In the event that an initial business combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts, but no proceeds from our Trust Account would be used to repay such loaned amounts. Up to $2.5 million of such loans may be convertible into private warrants at a price of $1.00 per private warrant at the option of the lender. Such private warrants would be identical to the Private Placement Warrants.

We do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business. However, if our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating an initial business combination are less than the actual amounts necessary to do so, we may have insufficient funds available to operate our business prior to our initial business combination. Moreover, we may need to obtain additional financing either to complete our initial business combination or because we become obligated to redeem a significant number of our Public Shares upon completion of our initial business combination, in which case we may issue additional securities or incur debt in connection with such initial business combination. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our initial business combination. If we are unable to complete our initial business combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the Trust Account. In addition, following our initial business combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.



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Contractual obligations

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay an affiliate of the Sponsor a monthly fee of $10,000 for office space, utilities and secretarial and administrative services. We began incurring these fees on November 17, 2020 and will continue to incur these fees monthly until the earlier of the completion of an initial business combination and the Company's liquidation.

Critical Accounting Estimates

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have identified the following critical accounting estimates:

Derivative Warrant Liabilities

We account for the warrants issued in connection with our Initial Public Offering in accordance with the guidance contained in ASC 815 under which the warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, we classify the warrants as liabilities at their fair value and adjust the warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our statement of operations. The Public Warrants issued in connection with the Initial Public Offering were initially measured at fair value using a Monte Carlo simulation model, and subsequently measured based on the listed market price of such warrants, whereas the fair value of the Private Placement Warrants was initially measured using a Black-Scholes option pricing model, and continue to be measured at fair value using a Black-Scholes model.

Common stock subject to possible redemption

We account for our Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 "Distinguishing Liabilities from Equity." Shares of Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Shares of conditionally redeemable Class A common stock (including Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) are classified as temporary equity. At all other times, shares of Class A common stock are classified as stockholders' equity. Our Class A common stock features certain redemption rights that are considered to be outside of our control and subject to the occurrence of uncertain future events. Accordingly, at December 31, 2021, 10,447,350 shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders' equity section of the balance sheet.

Effective with the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which, resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit.

Net income (loss) per share of common stock

We comply with accounting and disclosure requirements of Financial Accounting Standards Board Accounting Standard Codification, or FASB ASC Topic 260, "Earnings Per Share." Net income (loss) per share of common stock is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the period. The Company applies the two-class method in calculating earnings per share. Accretion associated with the redeemable shares of Class A common stock is excluded from EPS as the redemption value approximates fair value.

Recent accounting pronouncements

In August 2020, the FASB issued Accounting Standards Update ("ASU") No. 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity's Own Equity (Subtopic 815-40): Accounting for



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Convertible Instruments and Contracts in an Entity's Own Equity ("ASU 2020-06"). Adoption of the ASU did not have any material effect on the Company's financial statements.

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