Special meeting of OTR stockholders scheduled for May 10,
2022
Comera Life Sciences, Inc. (“Comera”), which is developing a new
generation of bio-innovative biologic medicines to improve patient
access, safety, and convenience, and OTR Acquisition Corp. (Nasdaq:
OTRA) (“OTR”), a publicly traded special purpose acquisition
company (SPAC), today announced that the Securities and Exchange
Commission (“SEC”) has declared the Registration Statement on Form
S-4 filed in connection with the proposed business combination
between the two companies, to be effective.
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A special meeting of OTR stockholders (the "Special Meeting") to
approve, among other things, the proposed business combination,
will be held in virtual format on May 10, 2022 at 2:00 p.m. Eastern
Time. OTR also announced today that a definitive proxy
statement/prospectus relating to the Special 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 record as of the
close of business on April 11, 2022.
About Comera Life Sciences
Leading a compassionate new era in medicine, Comera Life
Sciences is applying a deep knowledge of formulation science and
technology to transform essential biologic medicines from
intravenous (IV) to subcutaneous (SQ) forms. The goal of this
approach is to provide patients with the freedom of self-injectable
care, reduce institutional dependency and to put patients at the
center of their treatment regimen.
On January 31, 2022, Comera and OTR announced the proposed
business combination.
To learn more about the Comera Life Sciences mission, as well as
the proprietary SQore™ platform, visit
https://comeralifesciences.com/.
About OTR Acquisition Corp.
OTR Acquisition Corp. (Nasdaq: OTRA) is a $107 million special
purpose acquisition company formed for the purpose of effecting a
merger, capital stock exchange, asset acquisition, stock purchase,
reorganization or similar business combination with one or more
businesses. OTR is sponsored by OTR Acquisition Sponsor LLC, an
affiliate of investor and entrepreneur Nicholas J. Singer and
Purchase Capital. OTR’s units, Class A common stock and warrants
trade on the Nasdaq Stock Market LLC (“Nasdaq”) under the ticker
symbols “OTRAU,” “OTRA,” and “OTRAW,” respectively.
Important Information About the Proposed Business Combination
and Where to Find It
In connection with the proposed business combination, Comera
Life Sciences Holdings, Inc. (“Holdco”) filed the Registration
Statement which includes a proxy statement of OTR and a prospectus
of Holdco. The definitive proxy statement/prospectus will be sent
to all OTR and Comera stockholders. Holdco and OTR will also file
other documents regarding the proposed business combination with
the SEC. Before making any voting decision, investors and
securities holders of OTR 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 OTR may be obtained free of charge from OTR’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, OTR and Comera and their respective directors and
officers may be deemed to be participants in the solicitation of
proxies from OTR’s stockholders in connection with the proposed
business combination. Information about OTR’s directors and
executive officers and their ownership of OTR’s securities is set
forth in OTR’s filings with the SEC, including OTR’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
OTR’s securities have changed since the amounts printed in OTR’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.
No Offer or Solicitation
This communication shall not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be
any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities
Act.
Forward-Looking Statements
This press release contains certain forward-looking statements
within the meaning of the federal securities laws with respect to
the proposed business combination between OTR and Comera, including
statements regarding the benefits of the transaction, the
anticipated timing of the transaction, the products offered by
Comera and the markets in which it operates, and Comera’s projected
future results. These forward-looking statements generally are
identified by the words “believe,” “project,” “expect,”
“anticipate,” “estimate,” “intend,” “strategy,” “future,”
“opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,”
“will continue,” “will likely result,” and similar expressions.
Forward-looking statements are predictions, projections and other
statements about future events that are based on current
expectations and assumptions and, as a result, are subject to risks
and uncertainties. Many factors could cause actual future events to
differ materially from the forward-looking statements in this
document, including, but not limited to: (i) the risk that the
transaction may not be completed in a timely manner or at all,
which may adversely affect the price of OTR’s securities, (ii) the
risk that the transaction may not be completed by OTR’s business
combination deadline and the potential failure to obtain an
extension of the business combination deadline if sought by OTR,
(iii) the failure to satisfy the conditions to the consummation of
the transaction, including the adoption of the business combination
agreement by the stockholders of OTR, the satisfaction of the
minimum trust account amount following redemptions by OTR’s public
stockholders, (iv) the lack of a third party valuation in
determining whether or not to pursue the proposed business
combination, (v) the occurrence of any event, change or other
circumstance that could give rise to the termination of the
business combination agreement, (vi) the effect of the announcement
or pendency of the transaction on Comera’s business relationships,
performance, and business generally, (vii) risks that the proposed
business combination disrupts current plans of Comera and potential
difficulties in Comera’s employee retention as a result of the
proposed business combination, (viii) the outcome of any legal
proceedings that may be instituted against Holdco, Comera or OTR
related to the business combination agreement or the proposed
business combination, (ix) the ability to maintain the listing of
OTR’s securities on the Nasdaq, (x) the price of Holdco’s
securities may be volatile due to a variety of factors, including
changes in the competitive and highly regulated industries in which
Comera operates, variations in performance across competitors,
changes in laws and regulations affecting Comera’s business and
changes in the combined capital structure, (xi) the ability to
implement business plans, forecasts, and other expectations after
the completion of the proposed business combination, and identify
and realize additional opportunities, (xii) the risk of downturns
and the possibility of rapid change in the highly competitive
industry in which Comera operates, (xiii) the risk that Comera and
its current and future collaborators are unable to successfully
develop and commercialize Comera’s products or services, or
experience significant delays in doing so, (xiv) the risk that
Comera may never achieve or sustain profitability; (xv) the risk
that Comera will need to raise additional capital to execute its
business plan, which many not be available on acceptable terms or
at all; (xvi) the risk that the post-combination company
experiences difficulties in managing its growth and expanding
operations, (xvii) the risk that third-parties suppliers and
manufacturers are not able to fully and timely meet their
obligations, (xviii) the risk of product liability or regulatory
lawsuits or proceedings relating to Comera’s products and services,
and (xix) the risk that Comera is unable to secure or protect its
intellectual property and (xx) the risk that the post-combination
company’s securities will not be approved for listing on Nasdaq or
if approved, maintain the listing. The foregoing list of factors is
not exhaustive. You should carefully consider the foregoing factors
and the other risks and uncertainties described in the “Risk
Factors” section of OTR’s Annual Report on Form 10-K, Quarterly
Reports on Form 10-Q, Holdco’s Registration Statement on Form S-4
and the proxy statement/prospectus discussed above and other
documents filed by Holdco or OTR from time to time with the SEC.
These filings identify and address other important risks and
uncertainties that could cause actual events and results to differ
materially from those contained in the forward-looking statements.
Forward-looking statements speak only as of the date they are made.
Readers are cautioned not to put undue reliance on forward-looking
statements, and Holdco, Comera and OTR assume no obligation and do
not intend to update or revise these forward-looking statements,
whether as a result of new information, future events, or
otherwise. Neither Holdco, Comera nor OTR gives any assurance that
either Comera or OTR will achieve its expectations.
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version on businesswire.com: https://www.businesswire.com/news/home/20220418005109/en/
Investors John Woolford ICR Westwicke
John.Woolford@westwicke.com
Comera Press Sean Leous ICR Westwicke
Sean.Leous@westwicke.com
OTR Melanie Gounardes Prosek Partners
Mgounardes@prosek.com
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