United States securities and exchange commission logo





                             April 1, 2022

       Jeffrey Hackman
       President and Chief Executive Officer
       Comera Life Sciences Holdings, Inc.
       12 Gill Street
       Suite 4650
       Woburn, Massachusetts 01801

                                                        Re: Comera Life
Sciences Holdings, Inc.
                                                            Amendment No. 1 to
Registration Statement on Form S-4
                                                            Filed March 25,
2022
                                                            File No. 333-263377

       Dear Mr. Hackman:

              We have reviewed your amended registration statement and have the
following
       comment. In our comment, we may ask you to provide us with information
so we may better
       understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comment applies to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to this comment, we may have additional comments.

       Amendment No. 1 to Registration Statement on Form S-4

       Unaudited Pro Forma Condensed Combined Financial Statements
       Note 4 - Earn-Out Shares, page 120

   1.                                                   We note your response
to prior comment four. With respect to the second exercise
                                                        contingency, you state
that it is based on a change in control event which results in
                                                        consideration of at
least $12.50 per share. Please explain to us how the contractual terms
                                                        of your agreement would
determine how the price per share is calculated in a situation
                                                        where a change in
control event involves an offer being made for the total value of the
                                                        Company   s assets,
rather than an offering price on a per-share basis. For example, please
                                                        clarify whether the
price per-share is calculated by dividing the transaction price by the
                                                        number of outstanding
shares that includes, or excludes, the shares issuable under the
 Jeffrey Hackman
Comera Life Sciences Holdings, Inc.
April 1, 2022
Page 2
      earn-out agreement. As part of your response, please specifically address
how you
      determined the method, or each of the methods, if applicable, used to
determine the price
      per share is consistent with your conclusion that the earn-out agreement
is indexed to the
      Company   s own stock under ASC 815-40-15.
       You may contact Jeanne Bennett at 202-551-3606 or Angela Connell at
202-551-3426 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Alan Campbell at 202-551-4224 or Celeste Murphy at 202-551-3257 with
any other
questions.



                                                           Sincerely,
FirstName LastNameJeffrey Hackman
                                                           Division of
Corporation Finance
Comapany NameComera Life Sciences Holdings, Inc.
                                                           Office of Life
Sciences
April 1, 2022 Page 2
cc:       Janeane R. Ferrari, Esq.
FirstName LastName