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 1013, 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. ¨

Item 58.0701 ~~Submission~~Other ~~of Matters to a Vote of Security Holders~~Events.

OnAs of May 106, 2022, the deadline for holders of Class A Common Stock (the “Common Stock”) of OTR Acquisition Corp., a Delaware corporation (the “Company”), ~~held~~to redeem atheir ~~special~~shares ~~meeting~~of Common Stock, holders of ~~stockholders~~ an aggregate of 10,389,363 shares of Common Stock (out of the ~~“Special~~10,447,350 ~~Meeting”~~shares of Common Stock subject to redemption) elected to redeem their shares of Common Stock in connection with the proposed ~~busines~~ 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”), ~~CLS Sub Merger 1 Corp. (“Comera Merger Sub”)~~ and ~~CLS~~certain ~~Sub~~other ~~Merger 2 Corp. (“OTR Merger Sub”)~~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”). ~~Present~~Subsequent atto ~~the~~May ~~Special~~6, ~~Meeting~~2022, ~~were~~the holders of ~~7,128,767~~an ~~shares~~aggregate of ~~the Company’s Class A common stock~~395, ~~par~~000 ~~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~~Reversal ~~Stock~~Shares”) ~~and~~of ~~together with the Class A~~ Common Stock, ~~“Common~~reversed ~~Stock”), in~~their ~~person~~election orto byredeem ~~proxy,~~their ~~representing~~shares ~~74.41%~~ of ~~the voting power of the Company’s~~ Common Stock. ~~issued~~As a ~~and~~result, ~~outstanding~~ as of ~~April 11~~May 13, 2022, ~~the~~holders ~~record~~of ~~date~~an ~~for~~aggregate ~~the Special Meeting (the “Record Date”)~~of 9,994,363 shares ~~and constituting a quorum for the transaction~~ of ~~business.~~Common AsStock ofexercised ~~the~~their ~~Record~~right ~~Date,~~to ~~there~~redeem ~~were 13,242,017~~ their shares of Common Stock ~~issued and outstanding~~.

AtGiven an ~~the~~expected ~~Special~~closing ~~Meeting~~of May 18, 2022, the Company’s ~~stockholders approved~~has ~~the~~determined ~~Business~~to ~~Combination~~allow ~~Proposal,~~holders ~~the~~of ~~Charter~~Common ~~Amendment~~Stock ~~Proposal~~to ~~and~~reverse ~~the~~their ~~Equity~~election ~~Incentive~~to ~~Award~~have their ~~Plan~~shares ~~Proposal,~~of inCommon ~~each~~Stock ~~case as~~redeemed ~~defined~~until ~~and~~4:00 ~~described~~p.m. inEastern ~~greater~~Time ~~detail~~on inMay 17, 2022. Any such additional redemption reversals above the ~~Proxy~~Reversal ~~Statement.~~Shares ~~The~~will ~~Adjournment~~be ~~Proposal,~~limited asto ~~defined~~an ~~and~~aggregate ~~described~~amount inof ~~greater~~up ~~detail in~~to ~~the~~$10 ~~Proxy~~million ~~Statement~~of Common Stock (approximately 975,600 ~~was~~shares ~~not~~of Common ~~presented~~Stock tovalued ~~the~~at ~~Company’s~~$10.25 ~~stockholders~~per asshare). There ~~the~~can ~~Business~~be ~~Combination~~no ~~Proposal~~assurance, ~~the~~however, ~~Charter~~that ~~Amendment Proposal~~any ~~and~~additional ~~the~~holders ~~Equity~~will ~~Incentive~~request ~~Award~~to change ~~Plan~~their ~~Proposal~~election ~~each~~to ~~received~~redeem atheir ~~sufficient~~shares or that the final number of ~~votes~~shares ~~for~~redeemed ~~approval~~will further decrease.

~~Set~~Important ~~forth~~Information ~~below~~About ~~are~~ the ~~final~~Proposed ~~voting results for the~~ Business Combination ~~Proposal, the Charter Amendment Proposal~~ and ~~the~~Where ~~Equity~~to ~~Incentive~~Find ~~Award Plan Proposal:~~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 ~~Proposal~~ 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 Aand ~~proposal~~securities holders tomay ~~approve~~obtain free copies of the proxy statement/prospectus and ~~adopt~~all other relevant documents filed or that will be filed with the SEC ~~Business~~by ~~Combination~~Holdco ~~Agreement~~through the website maintained by the SEC at https://sec.gov/. ~~The~~In ~~voting~~addition, ~~results~~the ofdocuments filed by the ~~shares~~Company may be obtained free of ~~Common~~charge ~~Stock~~from ~~were~~the asCompany’s ~~follows~~website at https://otracquisition.com/investors/ or by written request to OTR Acquisition Corp., 1395 Brickell Avenue, Suite 800, Miami, Florida 33131.

Votes For		Votes Against		Abstentions		Broker Non-Votes
9,675,143		177,849		0		0

Participants in the Solicitation

~~The~~Holdco, ~~Charter~~the ~~Amendment~~Company ~~Proposal~~ 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.

~~The~~SIGNATURE 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)~~Pursuant ~~Advisory~~to ~~Governance~~the ~~Proposal~~requirements 2Aof –the toSecurities ~~increase~~Exchange ~~the~~Act ~~number~~ of ~~authorized~~1934, the ~~shares~~registrant ofhas ~~Common~~duly ~~Stock~~caused ~~from~~this ~~110,000,000~~report to ~~150,000,000;~~be signed on its behalf by the undersigned hereunto duly authorized.

Votes For		Votes Against		Abstentions		Broker Non-Votes
9,675,142		177,850		0		0

Dated: May 16, 2022

~~(b)~~OTR ~~Advisory~~ACQUISITION ~~Governance~~CORP. ~~Proposal~~By: 2B/s/ –Nicholas toJ. ~~change~~Singer ~~the~~Name: ~~number~~Nicholas ofJ. ~~classes~~Singer ofTitle: ~~directors~~Chief ~~from~~Executive ~~two classes to three classes; and~~Officer

Votes For		Votes Against		Abstentions		Broker Non-Votes
8,552,365		1,300,627		0		0

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

Holders of an aggregate of 10,279,363 shares of Class A Common Stock exercised their right to redeem their shares.

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 12, 2022

OTR ACQUISITION CORP. By: /s/ Nicholas J. Singer Name: Nicholas J. Singer Title: Chief Executive Officer

Filing Compare · OTR Acquisition Corp.