Filing of Certain Prospectuses and Communications in Connection With Business Combination Transactions (425)
May 17 2022 - 9:55AM
Edgar (US Regulatory)
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 16, 2022
OTR ACQUISITION CORP.
(Exact name of registrant
as specified in its charter)
Delaware |
|
001-39708 |
|
85-2136914 |
(State or other jurisdiction of |
|
(Commission |
|
(I.R.S. Employer |
incorporation or organization) |
|
File Number) |
|
Identification Number) |
1395
Brickell Avenue, Suite
800
Miami,
Florida
|
|
33131 |
(Address of principal executive offices) |
|
(Zip Code) |
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:
x |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
Title of each
class |
|
Trading
Symbol(s) |
|
Name
of each exchange
on which registered |
Units, each consisting of one share of Class A Common Stock and one-third of one Redeemable Warrant |
|
OTRAU |
|
The
NASDAQ Stock Market LLC |
Class A Common Stock, par value $0.0001 per share |
|
OTRA |
|
The NASDAQ Stock Market LLC |
Warrants, each exercisable for one share of Class A Common Stock for $11.50 per share |
|
OTRAW |
|
The NASDAQ Stock Market LLC |
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 previously disclosed in our prior Form 8-K filed
on May 16, 2022, as of May 13, 2022, holders of an aggregate of 9,994,363 shares
of Common Stock have exercised their right to redeem their shares of Common Stock (and holders of an aggregate 452,987 shares of Common
Stock have elected not 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”).
On May 16, 2022, no additional holders of Common Stock reversed their elections to redeem their
shares of Common Stock.
Also as previously
disclosed in our prior Form 8-K filed on May 16, 2022, 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, up to an aggregate amount of $10 million of Common Stock (approximately 975,600 shares of Common
Stock valued at $10.25 per share). As a result, the Company expects that as of immediately prior to the closing of the Business Combination,
there will be between 452,987 and 1,428,587 shares of Common Stock outstanding that were subject to redemption but not redeemed.
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 17, 2022
|
OTR ACQUISITION CORP. |
|
|
|
|
By: |
/s/ Nicholas J. Singer |
|
Name: Nicholas J. Singer |
|
Title: Chief Executive Officer |
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