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.