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United States securities and exchange commission logo
March 2, 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.
Draft Registration
Statement on Form S-4
Submitted February
3, 2022
CIK No. 0001907685
Dear Mr. Hackman:
We have reviewed your draft registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
believe an amendment is appropriate, please tell us why in your
response.
After reviewing the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Draft Registration Statement on Form S-4
Cover Page
1. Please revise the cover
page to disclose the expected ownership percentages in the
combined company of
OTR's public stockholders, the Sponsor and Comera's existing
stockholders if the
business combination is approved and consummated. Please also
present the expected
ownership percentages for OTR's public stockholders, the Sponsor
and Comera's existing
stockholders if the maximum amount of redemptions of OTR Class
A common stock occurs.
Jeffrey Hackman
FirstName LastNameJeffrey Hackman
Comera Life Sciences Holdings, Inc.
Comapany
March NameComera Life Sciences Holdings, Inc.
2, 2022
March2 2, 2022 Page 2
Page
FirstName LastName
Questions and Answers about the Business Combination, page 8
2. Please revise your disclosure in this section, where appropriate, as
well as your disclosure
on pages 125-26 to disclose the material risks to unaffiliated
investors presented by taking
Comera public through a merger rather than an underwritten offering.
These risks could
include the absence of due diligence conducted by an underwriter that
would be subject to
liability for any material misstatements or omissions in a
registration statement.
3. Please revise your disclosure in this section to disclose all possible
sources and extent of
dilution that OTR stockholders who elect not to redeem their shares
may experience in
connection with the business combination. Provide disclosure of the
impact of each
significant source of dilution, including the amount of OTR's public
and private warrants,
Comera's outstanding equity awards that are not converted into shares
of Holdco's
common stock pursuant to the business combination and the Earn-Out
Shares, at each of
the redemption levels detailed in your sensitivity analysis, including
any needed
assumptions.
Summary of the Proxy Statement/Prospectus
Comera, page 23
4. Please revise your disclosure in this subsection, as well as on page
10, to reflect your
statements elsewhere in the prospectus that Comera is (i) currently
pre-clinical and (ii)
does not have any products approved for sale and has not generated any
revenue from
product sales.
Registration Rights and Lock-Up Agreement, page 29
5. Please revise your disclosure here and throughout the prospectus, as
appropriate, to
disclose the number of shares that will be entitled to registration
rights.
Engagement Letter between Comera and Maxim Group LLC, page 30
6. Please revise your disclosure here and elsewhere in the prospectus,
including in the
Background of the Business Combination section beginning on page 115,
to reflect your
disclosure on page 227 that Maxim would receive deferred underwriting
fees from its role
as an underwriter of OTR's IPO, in addition to the success fee it
would receive from
Comera, if the business combination is consummated.
Please also revise the prospectus, where appropriate, whether OTR's
board considered
Maxim's potential conflict of interest in evaluating the transaction.
Proposal No. 1 -- The Business Combination
The Background of the Business Combination, page 115
7. We note your statement on page 120 that on June 24, 2021, the Chairman
of OTR told
Comera that neither his separate entity nor OTR would participate in a
transaction with
Jeffrey Hackman
FirstName LastNameJeffrey Hackman
Comera Life Sciences Holdings, Inc.
Comapany
March NameComera Life Sciences Holdings, Inc.
2, 2022
March3 2, 2022 Page 3
Page
FirstName LastName
Comera at that time. Please revise your disclosure to clarify why OTR
decided not to
pursue a transaction with Comera at that time. Please also disclose
whether the transaction
opportunity was presented to Comera's board of directors at this time.
8. We note your statement on page 120 indicating that Maxim noted that
Comera had made
commercial progress with its partnerships. Please revise your
disclosure to specify what
this progress was.
9. Please revise your disclosure in this section to clearly explain the
difference between "pre-
money enterprise value" and "pre-money equity value" the first time
those terms are used
and explain why Comera's pre-money enterprise value was $7.5 million
lower than its pre-
money equity value.
10. Please revise this section to discuss how OTR's management and board
of directors
conducted business, scientific and industry due diligence on Comera.
To the extent that
OTR retained third-party experts to conduct scientific due diligence,
please (i) identify
these experts; (ii) describe the diligence completed by these experts
and how this diligence
was presented to OTR's board of directors; and (iii) disclose whether
these experts were
involved in the comparable company analysis.
11. We note your statement on page 124 that the companies in the
comparable company
analysis had one or more similar operating and financial
characteristics as Comera. Please
revise your disclosure to specifically describe these characteristics.
We further note that
each of the comparable companies presented, other than Arsia
Therapeutics which was
acquired by Eagle Pharmaceuticals, has products in clinical
development and that two of
the comparable companies appear to have approved products. Given that
Comera appears
to be preclinical, please revise your disclosure to explain why OTR
did not include any
preclinical companies in the comparable company analysis and only
selected companies
that appear to be significantly more advanced in clinical development
than Comera.
Please also revise to explain why OTR included both Arsia Therapeutics
and Eagle
Pharmaceuticals in the analysis given that Arsia was acquired by Eagle
over five years
ago.
Material U.S. Federal Income Tax Considerations, page 147
12. We note your disclosure that you are unable to opine with respect to
the OTR Merger's
qualification as a reorganization under Section 368 of the Code.
Please revise your
disclosure to opine on the material federal tax consequences to
investors of the OTR
Merger. If there is significant doubt about the tax consequences,
counsel may issue a
should or more likely than not opinion to make clear that
the opinion is subject to
a degree of uncertainty. For guidance, please refer to Staff Legal
Bulletin No. 19.
Information About Comera, page 164
13. Your disclosure on page 33 indicates that Comera is party to several
in-license agreements
Jeffrey Hackman
FirstName LastNameJeffrey Hackman
Comera Life Sciences Holdings, Inc.
Comapany
March NameComera Life Sciences Holdings, Inc.
2, 2022
March4 2, 2022 Page 4
Page
FirstName LastName
and your disclosure on page 164 indicates that Comera is a party to
"key collaborations
with large pharmaceutical companies." Please revise this section,
where appropriate, to
describe the material terms of Comera's in-license agreements, as well
as the terms of any
other material license or collaboration agreements, and file the
agreements as exhibits to
your registration statement. In your descriptions of each agreement,
please disclose:
each parties' rights and obligations under the agreement;
quantify all payment made to date;
the aggregate amount of all potential development, regulatory
and
commercial milestone payments;
disclose the amount of option fees for additional targets, if
applicable;
quantify the royalty rate, or a range no greater than 10
percentage points per tier;
disclose when royalty provisions expire, if the expiration is
based on a number of
years following commercialization, disclose the number of years;
disclose the expiration date; and
describe any termination provisions.
Overview, page 164
14. We note your disclosure that Comera's SQoreTM platform enables Comera
to transform
essential biologics from IV to SQ forms, optimize current versions of
SQ biologics and
produce biosimilar versions of existing SQ products. However, your
disclosure throughout
the prospectus appears to indicate that Comera's products and
partnership products are still
at the preclinical stage. Please revise your disclosure here and
throughout the prospectus,
including on page 197 and including your statements that Comera
"provide[s] patients and
families with the freedom of self-injectable care" to clarify that
Comera is a preclinical
stage company and does not have any products approved for marketing.
Alternatively,
please advise.
The Market, page 164
15. Please revise to provide the sources for the statistics provided in
the first paragraph of this
section, including your statements that the global market for
biotherapeutics is expected to
grow to approximately $422 billion in 2025 and that biotherapeutics
constitute 75% of
pharma pipelines.
Industry Challenges, page 165
16. We note your statements that Comera has developed (i) new patent
surfactant compounds
that can be used as an alternative to polysorbates and (ii) new
thermal stabilizers that can
be used to protect protein formulations from degradation in storage
conditions. Please
revise your disclosure to clarify how Comera has demonstrated that its
compounds and
thermal stabilizers have demonstrated these qualities and whether
these compounds and
thermal stabilizers are currently used in product candidates or
clinically approved
products.
Jeffrey Hackman
FirstName LastNameJeffrey Hackman
Comera Life Sciences Holdings, Inc.
Comapany
March NameComera Life Sciences Holdings, Inc.
2, 2022
March5 2, 2022 Page 5
Page
FirstName LastName
Our Technology Platform, page 166
17. We note your statement that regulatory requirements can potentially be
"streamlined."
Please revise your disclosure to remove any implication that Comera
will be successful in
commercializing its technology or product candidates in an accelerated
manner as such
statements are speculative.
18. Please revise your disclosure to provide the source for the claim that
Comera has industry-
leading expertise in biolayer interferometry. To the extent that this
statement is based on
management's belief, please so state.
OTR Acquisition Corp.
Report of Independent Registered Public Accounting Firm, page F-2
19. The audit report for OTR Acquisition Corp refers to the initial
restatement in May 2021
related to the classification of warrants, but does not refer to the
subsequent restatement in
December 2021 related to the classification of shares subject to
possible redemption.
Further, the disclosures in Note 2 discuss the December 2021
restatement but not the May
2021 restatement. Please revise to ensure consistency between the
restatement paragraph
provided in the auditor's report and the restatement discussion in
your financial statement
footnotes.
Notes to Financial Statements - Comera Life Sciences, Inc., page F-31
20. Please include disclosure in your financial statement footnotes that
describes the terms of
your significant license or collaboration agreements. In this regard,
you have disclosed
elsewhere in the prospectus that Comera has had service arrangements
or collaboration
agreements with Bayer, Astellas, KBI Biopharma and Merck KGaA.
2. Basis of Presentation and Significant Accounting Policies
Revenue and Deferred Revenue, page F-34
21. Your revenue recognition policy is generic and not specific to your
specific revenue
sources. In this regard, we note that your revenues to-date have been
generated from
research agreements with various partners, which represent formulation
development
collaborations and product-specific licenses. Please revise to more
clearly describe the
nature of your revenue-generating contracts, the specific performance
obligations under
each contract (e.g., license transfer, research & development
services, etc.), how the
transaction price is determined for each contract and the methods used
to recognize
revenue.
Cost of Revenue, page F-35
22. We note that you present cost of revenues as well as an associated
gross profit on the face
of your Statement of Operations. Please specify the types of revenues
to which these costs
are associated and why it is appropriate to present a gross profit
measure for such
Jeffrey Hackman
Comera Life Sciences Holdings, Inc.
March 2, 2022
Page 6
revenues. For example, to the extent that you have provided a license to
a specific
product, technology or know-how to a customer, explain how you determined
the cost of
revenue related to this license and the associated gross profit. Further,
given that license
and collaboration agreements can have significantly different terms based
on the product
or customer, explain why you believe the presentation of a gross profit
measure related to
these agreements provides meaningful information.
Exhibits
23. Please file the Comera 2021 Stock Option and Grant Plan and the executive
officer letters
described on pages 195-96 as exhibits to your registration statement.
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
March 2, 2022 Page 6
cc: Janeane R. Ferrari, Esq.
FirstName LastName