Comera Life Sciences, Inc. entered into a letter of intent to acquire OTR Acquisition Corp. (NasdaqCM:OTRA) from OTR Acquisition Sponsor LLC, Karpus Management Inc, Polar Asset Management Partners Inc., Hudson Bay Capital Management LP and others in a reverse merger transaction for approximately $130 million on December 23, 2021. Comera Life Sciences, Inc. entered into an agreement to acquire OTR Acquisition Corp. from OTR Acquisition Sponsor LLC, Karpus Management Inc, Polar Asset Management Partners Inc., Hudson Bay Capital Management LP and others in a reverse merger transaction on January 31, 2022. As per the terms of the transaction, all Comera shares owned by Comera's existing shareholders will be converted into common stock of Comera Life Sciences Holdings, Inc. At closing, approximately 12.6 million shares of common stock of Comera Life Sciences Holdings, Inc. will be issued to the Comera shareholders at an implied value of $10 per share, before fees and expenses. The transaction also includes an earn-out to existing stockholders of Comera, consisting of approximately 3.15 million additional shares of Comera Life Sciences Holdings, Inc. Post deal completion, Comera will be the surviving company will be directly wholly-owned subsidiary of Comera Life Sciences Holdings, Inc. The combined company will continue to operate under the Comera management team led by Jeff Hackman, Chief Executive Officer; Neal Muni, Chief Operating Officer; Kevin Kavanaugh, Chief Financial Officer; and Robert Mahoney, Chief Scientific Officer. Jim Sherblom will continue to serve as Executive Chairman of the Comera Board of Directors.

The transaction has been unanimously approved by both Boards of Directors of Comera and OTR, is subject to approval by stockholders of both OTR and Comera, registration statement effectiveness, all parties to the Registration Rights and Lock-Up Agreement and Letter Agreement having delivered duly executed copies of such agreements, OTR having at least $5 million in net tangible assets after giving effect to the exercise of redemption rights by Public Stockholders and other customary closing conditions. The holders of a majority of the Comera voting power have approved the transaction. On February 4, 2022, OTR Acquisition Corp. announced the confidential submission with the U.S. Securities and Exchange Commission of a draft registration statement on Form S-4 relating to the business combination. On April 18, 2022, Comera Life Sciences, Inc. announced that the Securities and Exchange Commission has declared the Registration Statement on Form S-4 filed in connection with the proposed business combination between the two companies, to be effective. As of May 10, 2022, OTR Acquisition's stockholders approved the transaction. The proposed business combination is expected to be completed in the second quarter of 2022. As of May 13, 2022, the transaction is expected to occur on or before May 19, 2022.

Maxim Group, LLC acted as sole financial and capital markets advisor while Loeb & Loeb LLP acted as legal advisor to Comera. Greenberg Traurig, LLP acted as legal advisor to OTR. Continental Stock Transfer & Trust Company acted as transfer agent to OTR. OTR has engaged Alliance Advisors, LLC to assist in the solicitation of proxies for a fee of $27,500.

Comera Life Sciences, Inc. completed the acquisition of OTR Acquisition Corp. (NasdaqCM:OTRA) from OTR Acquisition Sponsor LLC, Karpus Management Inc, Polar Asset Management Partners Inc., Hudson Bay Capital Management LP and others in a reverse merger transaction on May 19, 2022. Comera Life Sciences Holdings, Inc., the resulting combined company, will commence trading on the Nasdaq Capital Market under the symbol "CMRA" on May 20, 2022.