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United States securities and exchange commission logo
May 16, 2022
Jeffrey S. 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.
Registration
Statement on Form S-1
Filed May 5, 2022
File No. 333-264686
Dear Mr. Hackman:
We have limited our review of your registration statement to
those issues we have
addressed in our 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 amending your registration
statement and providing the
requested information. 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 any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1
Cover Page
1. We note the significant
number of redemptions of OTR Acquisition Corp.'s Class A
common stock in
connection with your business combination and that the shares being
registered for resale
will constitute a considerable percentage of your public float. We also
note that all of the
shares being registered for resale were purchased by the selling
securityholders for
prices considerably below the current market price of OTR Acquisition
Corp.'s Class A common
stock. Highlight the significant negative impact sales of shares
on this registration
statement could have on the public trading price of the Class A
common stock following
your business combination.
Jeffrey S. Hackman
FirstName LastNameJeffrey S. Hackman
Comera Life Sciences Holdings, Inc.
Comapany
May NameComera Life Sciences Holdings, Inc.
16, 2022
May 16,
Page 2 2022 Page 2
FirstName LastName
2. Please revise here and throughout to update your disclosures
throughout the filing and
address areas that appear to need updating or that present
inconsistencies. Non-exclusive
examples of areas where disclosure should be updated are as follows:
Disclose whether the Business Combination has been completed.
To the extent the
Business Combination has been consummated, please tell us why it
is material to
investors to present a discussion of the mechanics of the
Business Combination in the
Prospectus Summary.
Your disclosure on page 108 indicates that the results of one
of your clinical studies
are "expected to be available by February 2022."
Your disclosure on page 133 indicates that you expect to pay an
annual basis to
certain of your named executive officers in the first quarter of
calendar year 2022.
Your Principal Stockholders table should show beneficial
ownership following the
Business Combination.
Management's Discussion and Analysis of Financial Condition and Results of
Operations, page
93
3. In light of the significant number of redemptions and the possibility
that the company will
not receive significant proceeds from exercises of the warrants,
expand your discussion of
capital resources to address any changes in the company s liquidity
position since the
business combination. If the company is likely to have to seek
additional capital, discuss
the effect of this offering on the company s ability to raise
additional capital.
4. Please expand your discussion on page 94 regarding the impact of sales
of common stock
made pursuant to the registration statement on the price of your
common stock to
highlight the fact that, based on the disclosure in the Principal
Stockholders table and data
regarding redemptions of OTR Acquisition Corp.'s Class A common stock,
four beneficial
owners whose aggregate ownership totals approximately 95% of your
outstanding shares,
will be able to sell all of their shares for so long as the
registration statement of which this
prospectus forms a part is available for use.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
Please contact Alan Campbell at 202-551-4224 or Celeste Murphy at
202-551-3257 with
any questions.
Jeffrey S. Hackman
Comera Life Sciences Holdings, Inc.
May 16, 2022
Page 3
Sincerely,
FirstName LastNameJeffrey S. Hackman
Division of Corporation
Finance
Comapany NameComera Life Sciences Holdings, Inc.
Office of Life Sciences
May 16, 2022 Page 3
cc: Janeane Ferrari, Esq.
FirstName LastName