Comera Life Sciences and OTR Acquisition Corp. Announce Effectiveness of Registration Statement for Proposed Business Combination | Business
WOBURN, Mass. & MIAMI–(Organization WIRE)–Apr 18, 2022–
Comera Lifestyle Sciences, Inc. (“Comera”), which is producing a new technology of bio-ground breaking biologic medications to enhance client accessibility, safety, and advantage, and OTR Acquisition Corp. (Nasdaq: OTRA) (“OTR”), a publicly traded distinctive goal acquisition business (SPAC), now introduced that the Securities and Trade Commission (“SEC”) has declared the Registration Statement on Form S-4 submitted in link with the proposed enterprise blend between the two businesses, to be effective.
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A distinctive meeting of OTR stockholders (the “Exclusive Assembly”) to approve, among the other factors, the proposed business mixture, will be held in virtual structure on May 10, 2022 at 2:00 p.m. Jap Time. OTR also announced these days that a definitive proxy assertion/prospectus relating to the Exclusive Meeting will be filed with the SEC on or about April 15, 2022, and will be mailed on or about April 15, 2022 to OTR’s stockholders of report as of the near of company on April 11, 2022.
About Comera Existence Sciences
Major a compassionate new period in medicine, Comera Daily life Sciences is applying a deep expertise of formulation science and technologies to change necessary biologic medicines from intravenous (IV) to subcutaneous (SQ) types. The objective of this approach is to present patients with the liberty of self-injectable treatment, lower institutional dependency and to place people at the middle of their treatment routine.
On January 31, 2022, Comera and OTR introduced the proposed business blend.
To study additional about the Comera Everyday living Sciences mission, as effectively as the proprietary SQore™ system, check out https://comeralifesciences.com/.
About OTR Acquisition Corp.
OTR Acquisition Corp. (Nasdaq: OTRA) is a $107 million unique purpose acquisition corporation shaped for the intent of effecting a merger, money inventory trade, asset acquisition, inventory purchase, reorganization or identical business enterprise combination with a person or far more enterprises. OTR is sponsored by OTR Acquisition Sponsor LLC, an affiliate of investor and entrepreneur Nicholas J. Singer and Acquire Capital. OTR’s units, Class A common inventory and warrants trade on the Nasdaq Inventory Market place LLC (“Nasdaq”) underneath the ticker symbols “OTRAU,” “OTRA,” and “OTRAW,” respectively.
Essential Details About the Proposed Company Mixture and Where by to Come across It
In relationship with the proposed enterprise mixture, Comera Life Sciences Holdings, Inc. (“Holdco”) filed the Registration Assertion which includes a proxy assertion of OTR and a prospectus of Holdco. The definitive proxy assertion/prospectus will be despatched to all OTR and Comera stockholders. Holdco and OTR will also file other files concerning the proposed business enterprise mixture with the SEC. Prior to earning any voting selection, buyers and securities holders of OTR and Comera are urged to go through the proxy statement/prospectus and all other related paperwork filed or that will be filed with the SEC in relationship with the proposed organization mixture as they turn out to be available for the reason that they comprise or will contain essential details about the proposed business blend and the events to the proposed business enterprise mix.
Traders and securities holders may attain no cost copies of the proxy assertion/prospectus and all other relevant paperwork submitted or that will be submitted with the SEC by Holdco via the website taken care of by the SEC at https://sec.gov/. In addition, the files submitted by OTR may be acquired totally free of cost from OTR’s website at https://otracquisition.com/buyers/ or by prepared request to OTR Acquisition Corp., 1395 Brickell Avenue, Suite 800, Miami, Florida 33131.
Contributors in the Solicitation
Holdco, OTR and Comera and their respective directors and officers could be considered to be members in the solicitation of proxies from OTR’s stockholders in connection with the proposed company blend. Information about OTR’s administrators and executive officers and their ownership of OTR’s securities is set forth in OTR’s filings with the SEC, such as OTR’s Once-a-year Report on Form 10-K for the fiscal yr finished December 31, 2021, which was filed with the SEC on March 8, 2022. To the extent that holdings of OTR’s securities have altered since the amounts printed in OTR’s Annual Report, these kinds of changes have been or will be mirrored on Statements of Alter in Possession on Kind 4 submitted with the SEC. Further details regarding the interests of those people people and other persons who may possibly be deemed contributors in the proposed business enterprise blend may be received by examining the proxy assertion/prospectus concerning the proposed company blend. You may get hold of free copies of these paperwork as described in the preceding paragraph.
No Provide or Solicitation
This conversation shall not constitute an offer to sell or the solicitation of an present to obtain any securities, nor shall there be any sale of securities in any jurisdiction in which these kinds of provide, solicitation or sale would be illegal prior to registration or qualification beneath the securities guidelines of any such jurisdiction. No offering of securities shall be created except by suggests of a prospectus assembly the specifications of Portion 10 of the Securities Act.
Ahead-Looking Statements
This push release has specific forward-hunting statements within just the that means of the federal securities regulations with respect to the proposed business enterprise blend between OTR and Comera, such as statements pertaining to the gains of the transaction, the anticipated timing of the transaction, the merchandise offered by Comera and the marketplaces in which it operates, and Comera’s projected future results. These forward-wanting statements commonly are recognized by the words and phrases “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will go on,” “will very likely outcome,” and similar expressions. Forward-searching statements are predictions, projections and other statements about potential occasions that are dependent on recent anticipations and assumptions and, as a end result, are subject to dangers and uncertainties. Several things could induce actual long run occasions to differ materially from the forward-on the lookout statements in this doc, like, but not minimal to: (i) the possibility that the transaction may not be concluded in a well timed fashion or at all, which may possibly adversely have an impact on the price of OTR’s securities, (ii) the threat that the transaction could not be completed by OTR’s enterprise mixture deadline and the probable failure to receive an extension of the enterprise blend deadline if sought by OTR, (iii) the failure to fulfill the circumstances to the consummation of the transaction, including the adoption of the enterprise mix arrangement by the stockholders of OTR, the fulfillment of the minimum amount belief account total following redemptions by OTR’s public stockholders, (iv) the deficiency of a third get together valuation in identifying irrespective of whether or not to go after the proposed enterprise mixture, (v) the incidence of any event, transform or other circumstance that could give increase to the termination of the company combination settlement, (vi) the impact of the announcement or pendency of the transaction on Comera’s enterprise interactions, performance, and organization usually, (vii) challenges that the proposed organization mixture disrupts latest designs of Comera and probable issues in Comera’s personnel retention as a end result of the proposed company mix, (viii) the final result of any authorized proceedings that may possibly be instituted towards Holdco, Comera or OTR connected to the business enterprise mix arrangement or the proposed business mix, (ix) the ability to sustain the listing of OTR’s securities on the Nasdaq, (x) the price tag of Holdco’s securities may perhaps be volatile owing to a wide variety of elements, which include adjustments in the aggressive and hugely regulated industries in which Comera operates, variations in efficiency across opponents, changes in guidelines and polices affecting Comera’s organization and adjustments in the put together funds composition, (xi) the skill to apply enterprise ideas, forecasts, and other expectations following the completion of the proposed small business mix, and recognize and notice supplemental prospects, (xii) the possibility of downturns and the likelihood of quick improve in the really aggressive sector in which Comera operates, (xiii) the possibility that Comera and its present and foreseeable future collaborators are unable to efficiently establish and commercialize Comera’s goods or services, or working experience considerable delays in performing so, (xiv) the danger that Comera may never attain or maintain profitability (xv) the possibility that Comera will have to have to elevate more capital to execute its organization plan, which a lot of not be out there on satisfactory phrases or at all (xvi) the hazard that the article-blend corporation encounters issues in running its expansion and growing functions, (xvii) the danger that 3rd-parties suppliers and producers are not ready to totally and timely meet up with their obligations, (xviii) the danger of product legal responsibility or regulatory lawsuits or proceedings relating to Comera’s products and products and services, and (xix) the chance that Comera is not able to safe or shield its mental house and (xx) the risk that the post-blend company’s securities will not be accepted for listing on Nasdaq or if permitted, retain the listing. The foregoing record of elements is not exhaustive. You must carefully think about the foregoing things and the other pitfalls and uncertainties explained in the “Risk Factors” section of OTR’s Yearly Report on Type 10-K, Quarterly Reviews on Variety 10-Q, Holdco’s Registration Statement on Type S-4 and the proxy statement/prospectus discussed over and other documents submitted by Holdco or OTR from time to time with the SEC. These filings detect and address other essential hazards and uncertainties that could cause precise occasions and results to differ materially from individuals contained in the ahead-searching statements. Ahead-seeking statements discuss only as of the day they are designed. Readers are cautioned not to put undue reliance on ahead-searching statements, and Holdco, Comera and OTR think no obligation and do not intend to update or revise these forward-searching statements, irrespective of whether as a consequence of new data, upcoming events, or otherwise. Neither Holdco, Comera nor OTR provides any assurance that both Comera or OTR will attain its expectations.
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Speak to: Investors
John Woolford
ICR Westwicke
[email protected] Press
Sean Leous
ICR Westwicke
Melanie Gounardes
Prosek Companions
Key phrase: UNITED STATES NORTH The united states FLORIDA MASSACHUSETTS
Field Search phrase: Common Health Specialist Expert services Well being FINANCE
Source: OTR Acquisition Corp.
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PUB: 04/18/2022 08:00 AM/DISC: 04/18/2022 08:02 AM
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