OTRA / OTR Acquisition Corp - Class A - SEC-arkivering, Årsberetning, Fuldmagtserklæring

US67113Q1058 / OTR Acquisition Corp., Class A / Polar Asset Management Partners Inc. Passive Investment

SC 13G/A 1 OTR.txt Securities and Exchange Commission, Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.2)* (Name of Issuer) OTR ACQUISITION CORP. (Title of Class of Securities) Common stock, par value $0.0001 per share (CUSIP Number) 67113Q105 (Date of Event Which Requires Filing of this Statement) 12/31/2022 Check the appropriate box to designate the ru

US67113Q1058 / OTR Acquisition Corp., Class A / BANK OF MONTREAL /CAN/ - BANK OF MONTREAL Passive Investment

SC 13G/A 1 otraa120123.htm BANK OF MONTREAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* OTR Acquisition Corp (Name of Issuer) Class A Common Stock (Title of Class of Securities) 67113Q105 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate

US67113Q1058 / OTR Acquisition Corp., Class A / BOOTHBAY FUND MANAGEMENT, LLC Passive Investment

SC 13G/A 1 formsc13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* OTR Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 (Title of Class of Securities) 67113Q105 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropria

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

15-12B 1 tm2217201d11512b.htm 15-12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-39708 OTR ACQUISITION CORP (Exact na

Warrant Assumption Agreement, dated as of May 19, 2022, by and among OTR, Holdco and Continental Stock Transfer & Trust Company

EX-4.1 4 tm2216135d1ex4-1.htm EXHIBIT 4.1 Exhibit 4.1 EXECUTION VERSION ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT THIS ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT (this “Agreement”), dated May 19, 2022, is made by and among OTR Acquisition Corp., a Delaware corporation (the “Company”), Comera Life Sciences Holdings, Inc., a Delaware corporation (“Holdco”), and Continental Stock Transfer &

Comera Life Sciences Debuts as Publicly Traded Company Focused on Transforming Biologics – Business combination transaction with OTR Acquisition Corp., a special purpose acquisition company, completed today – – Combined company Comera Life Sciences H

EX-99.1 6 tm2216135d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Comera Life Sciences Debuts as Publicly Traded Company Focused on Transforming Biologics – Business combination transaction with OTR Acquisition Corp., a special purpose acquisition company, completed today – – Combined company Comera Life Sciences Holdings, Inc. will be listed on the Nasdaq Capital Market under ticker symbol “CMRA” – WOBUR

Regulation FD Disclosure, Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 19, 2022 OTR ACQUISITION CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-39708 85-2136914 (State of incorporation (Commission (I.R.S. Employer or organizatio

Amended and Restated Bylaws of OTR

Exhibit 3.2 BYLAWS OF OTR Acquisition Corp. ARTICLE I OFFICES SECTION 1. Principal Office. The registered office of the corporation shall be located in such place as may be provided from time to time in the Certificate of Incorporation. SECTION 2. Other Offices. The corporation may also have offices at such other places both within and without the State of Delaware as the Board of Directors (the ?

Registration Rights and Lock-Up Agreement

EX-4.2 5 tm2216135d1ex4-2.htm EXHIBIT 4.2 Exhibit 4.2 REGISTRATION RIGHTS AND LOCK-UP AGREEMENT THIS REGISTRATION RIGHTS AND LOCK-UP AGREEMENT (this “Agreement”), dated as of May 19, 2022, is made and entered into by and among, (i) Comera Life Sciences Holdings, Inc., a Delaware corporation (the “Company”), (ii) OTR Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”); (ii

Second Amended and Restated Certificate of Incorporation of OTR

Exhibit 3.1 CERTIFICATE OF MERGER FOR THE MERGER OF CLS SUB MERGER 2 CORP. WITH AND INTO OTR ACQUISITION CORP. May 19, 2022 Pursuant to Title 8, Section 251(c) of the General Corporation Law of the State of Delaware (?DGCL?) OTR Acquisition Corp., a Delaware corporation (the ?Company?), does hereby certify to the following facts relating to the merger of CLS Sub Merger 2 Corp., a Delaware corporat

US67113Q1058 / OTR Acquisition Corp., Class A / OTR Acquisition Sponsor LLC - SC 13G/A Passive Investment

SC 13G/A 1 tm2215573d1sc13ga.htm SC 13G/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO §240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO §240.13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* OTR Acquisition Corp. (Name of Issuer) Class A Common Stock, par value

Other Events

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 17, 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. Emp

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 17, 2022 OTR ACQUISIT

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 17, 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. Emp

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 16, 2022 OTR ACQUISIT

425 1 tm2215820d18k.htm 425 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 16, 2022 OTR ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39708 85-2136914 (State or other jurisdictio

Other Events

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 16, 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. Emp

Other Events

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 13, 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. Emp

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 13, 2022 OTR ACQUISIT

425 1 tm2215652d18k.htm 425 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 13, 2022 OTR ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39708 85-2136914 (State or other jurisdictio

Other Events, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A 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 10, 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. E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ☐ TRANSITION REPORT PURSUANT TO

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to OTR Acquisition Corp. (Exact name of

Submission of Matters to a Vote of Security Holders

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 10, 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. Emp

Comera Life Sciences Announces Research Collaboration with Top 10 Pharmaceutical Company to Develop Subcutaneous Formulation

425 1 d338600d425.htm 425 Filed by Comera Life Sciences Holdings, Inc./ OTR Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Companies: Comera Life Sciences Holdings, Inc. (Commission File No. 333-263377) OTR Acquisition Corp. (Commission File No. 001-39708) Comera Life Sciences Announ

US67113Q1058 / OTR Acquisition Corp., Class A / Karpus Management, Inc. - KARPUS INVESTMENT MGT / OTR ACQUISITION - SCHEDULE 13G/A(#1) Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) * OTR Acquisition Corp. (Name of Issuer) Common (Title of Class of Securities) 67113Q105 (CUSIP Number) April 30, 2022 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursuant to which this Schedule

Comera Life Sciences to Present at 18th Annual PEGS Boston Conference & Expo

Filed by Comera Life Sciences Holdings, Inc./OTR Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Companies: Comera Life Sciences Holdings, Inc. (Commission File No. 333-263377) OTR Acquisition Corp. (Commission File No. 001-39708) Comera Life Sciences to Present at 18th Annual PEGS Bo

Comera Life Sciences and Intas Pharmaceuticals Announce Research Collaboration

Filed by Comera Life Sciences Holdings, Inc./OTR Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Companies: Comera Life Sciences Holdings, Inc. (Commission File No. 333-263377) OTR Acquisition Corp. (Commission File No. 001-39708) Comera Life Sciences and Intas Pharmaceuticals Announc

Comera Life Sciences and OTR Acquisition Corp. Announce Effectiveness of Registration Statement for Proposed Business Combination

Filed by Comera Life Sciences Holdings, Inc./OTR Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Companies: Comera Life Sciences Holdings, Inc. (Commission File No. 333-263377) OTR Acquisition Corp. (Commission File No. 001-39708) Comera Life Sciences and OTR Acquisition Corp. Announc

Corporate Presentation APRIL 2022 Filed by Comera Life Sciences Holdings, Inc./OTR Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Comp

425 1 d304349d425.htm 425 Corporate Presentation APRIL 2022 Filed by Comera Life Sciences Holdings, Inc./OTR Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Companies: Comera Life Sciences Holdings, Inc. (Commission File No. 333-263377) OTR Acquisition Corp. (Commission File No. 001-3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEFM14A 1 d299220ddefm14a.htm DEFM14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for U

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 3) (Mark One)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 3) (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One)

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 1, 2022 OTR ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39708 85-2136914 (State or other jurisdiction (Commission File Number) (I.R.S.

Promissory Note issued in favor of OTR Acquisition Sponsor LLC, dated March 1, 2022

EX-10.1 2 tm228135d1ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 THIS PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFAC

US67113Q1058 / OTR Acquisition Corp., Class A / Arena Investors LP - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* OTR Acquisition Corp. (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) 67113Q105 (CUSIP Number) February 15, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designa

JOINT FILING AGREEMENT

Exhibit 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Class A Common Stock, $0.

US67113Q1058 / OTR Acquisition Corp., Class A / BANK OF MONTREAL /CAN/ - BANK OF MONTREAL Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 OTR Acquisition Corp (Name of Issuer) Class A Common Stock (Title of Class of Securities) 67113Q105 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is f

US67113Q1058 / OTR Acquisition Corp., Class A / ATW SPAC MANAGEMENT LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. N/A)* OTR Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 (Title of Class of Securities) 67113Q105 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the

OTR / Guggenheim Exchange-Traded Fund Trust / Lighthouse Investment Partners, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No.

US67113Q1058 / OTR Acquisition Corp., Class A / Karpus Management, Inc. - KARPUS INVESTMENT MGT / OTR ACQUISITION - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.     ) * OTR Acquisition Corp. (Name of Issuer) Common (Title of Class of Securities) 67113Q105 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursuant to which this Sch

US67113Q1058 / OTR Acquisition Corp., Class A / Polar Asset Management Partners Inc. - FORM SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* OTR Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 67113Q105 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to desi

US67113Q1058 / OTR Acquisition Corp., Class A / BOOTHBAY FUND MANAGEMENT, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* OTR Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 (Title of Class of Securities) 67113Q105 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the ru

US67113Q1058 / OTR Acquisition Corp., Class A / Shaolin Capital Management LLC - SC 13G OTRA Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* OTR Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 (Title of Class of Securities) 67113Q105 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule

Comera / OTR Transcript

Filed by Comera Life Sciences Holdings, Inc./OTR Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Companies: Comera Life Sciences, Inc. OTR Acquisition Corp. (Commission File No. 001-39708) Forward-Looking Statements This script contains certain forward-looking statements within the me

Comera / OTR Transcript

425 1 d309709d425.htm 425 Filed by Comera Life Sciences Holdings, Inc./OTR Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Companies: Comera Life Sciences, Inc. OTR Acquisition Corp. (Commission File No. 001-39708) Forward-Looking Statements This script contains certain forward-lookin

OTR Acquisition Corp. Announces Confidential Submission of S-4 Registration Statement Related to Proposed Business

425 1 d294921d425.htm 425 Filed by Comera Life Sciences Holdings, Inc. Pursuant to Rule 425 under the Securities Act of 1933 Subject Companies: Comera Life Sciences, Inc. OTR Acquisition Corp. (Commission File No. 001-39708) OTR Acquisition Corp. Announces Confidential Submission of S-4 Registration Statement Related to Proposed Business Combination Investor Call Rescheduled to Tuesday, Feb. 8 at

Sponsor Support Agreement, dated as of January 31, 2022, by and among OTR Acquisition Sponsor LLC, Comera Life Sciences, Inc. and OTR Acquisition Corp.

Exhibit 10.2 EXECUTION VERSION SPONSOR SUPPORT AGREEMENT SPONSOR SUPPORT AGREEMENT, dated as of January 31, 2022 (this ?Agreement?), by and among OTR Acquisition Sponsor LLC, a Delaware limited liability company (?Sponsor?), Comera Life Sciences, Inc., a Delaware corporation (the ?Company?) and OTR Acquisition Corp., a Delaware corporation (?SPAC?). Capitalized terms used but not defined in this A

OTR Acquisition Corp. Announces Confidential Submission of S-4 Registration Statement Related to Proposed Business

Exhibit 99.1 OTR Acquisition Corp. Announces Confidential Submission of S-4 Registration Statement Related to Proposed Business Combination Investor Call Rescheduled to Tuesday, Feb. 8 at 8:30 a.m. EST to Discuss Combination between Comera Life Sciences, Inc. and OTR Acquisition Corp. MIAMI ? February 4, 2022 ? OTR Acquisition Corp. (Nasdaq: OTRAU, OTRA and OTRAW), a publicly traded special purpos

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 31, 2022 OTR ACQUISITION CORP. (Exact Name of Registrant as Specified in its Charter) Delaware 001-39708 85-2136914 (State or other jurisdiction of incorporation) (Commission

Stockholder Support Agreement, dated as of January 31, 2022, by and among Comera Life Sciences Holdings, Inc., OTR Acquisition Corp., Comera Life Sciences, Inc. and certain stockholders of Comera Life Sciences, Inc. party thereto.

Exhibit 10.1 STOCKHOLDER SUPPORT AGREEMENT STOCKHOLDER SUPPORT AGREEMENT, dated as of January 31, 2022 (this ?Agreement?), by and among OTR Acquisition Corp., a Delaware corporation (?SPAC?), Comera Life Sciences Holdings, Inc., a Delaware corporation (?Holdco?) and certain of the stockholders of Comera Life Sciences, Inc., a Delaware corporation (the ?Company?), whose names appear on the signatur

Sponsor Support Agreement, dated as of January 31, 2022, by and among OTR Acquisition Sponsor LLC, Comera Life Sciences, Inc. and OTR Acquisition Corp.

EX-10.2 4 d294921dex102.htm EX-10.2 Exhibit 10.2 EXECUTION VERSION SPONSOR SUPPORT AGREEMENT SPONSOR SUPPORT AGREEMENT, dated as of January 31, 2022 (this “Agreement”), by and among OTR Acquisition Sponsor LLC, a Delaware limited liability company (“Sponsor”), Comera Life Sciences, Inc., a Delaware corporation (the “Company”) and OTR Acquisition Corp., a Delaware corporation (“SPAC”). Capitalized

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 31, 2022 OTR ACQUISITION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 31, 2022 OTR ACQUISITION CORP. (Exact Name of Registrant as Specified in its Charter) Delaware 001-39708 85-2136914 (State or other jurisdiction of incorporation) (Commission

Business Combination Agreement, dated as of January 31, 2022, among Comera Life Sciences Holdings, Inc., OTR Acquisition Corp., CLS Sub Merger 1 Corp., CLS Sub Merger 2 Corp. and Comera Life Sciences, Inc.

EX-2.1 2 d294921dex21.htm EX-2.1 Exhibit 2.1 EXECUTION VERSION BUSINESS COMBINATION AGREEMENT by and among OTR Acquisition Corp., Comera Life Sciences Holdings, Inc., CLS Sub Merger 1 Corp., CLS Sub Merger 2 Corp. and Comera Life Sciences, Inc. Dated as of January 31, 2022 Table of Contents Page ARTICLE I. DEFINITIONS 2 Section 1.01 Certain Definitions 2 Section 1.02 Further Definitions 11 Section

Business Combination Agreement (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K, filed with the SEC on January 31, 2022)

EX-2.1 2 d294921dex21.htm EX-2.1 Exhibit 2.1 EXECUTION VERSION BUSINESS COMBINATION AGREEMENT by and among OTR Acquisition Corp., Comera Life Sciences Holdings, Inc., CLS Sub Merger 1 Corp., CLS Sub Merger 2 Corp. and Comera Life Sciences, Inc. Dated as of January 31, 2022 Table of Contents Page ARTICLE I. DEFINITIONS 2 Section 1.01 Certain Definitions 2 Section 1.02 Further Definitions 11 Section

Press Release, dated February 4, 2022.

Exhibit 99.1 OTR Acquisition Corp. Announces Confidential Submission of S-4 Registration Statement Related to Proposed Business Combination Investor Call Rescheduled to Tuesday, Feb. 8 at 8:30 a.m. EST to Discuss Combination between Comera Life Sciences, Inc. and OTR Acquisition Corp. MIAMI ? February 4, 2022 ? OTR Acquisition Corp. (Nasdaq: OTRAU, OTRA and OTRAW), a publicly traded special purpos

Stockholder Support Agreement, dated as of January 31, 2022, by and among Comera Life Sciences Holdings, Inc., OTR Acquisition Corp., Comera Life Sciences, Inc. and certain stockholders of Comera Life Sciences, Inc. party thereto.

Exhibit 10.1 STOCKHOLDER SUPPORT AGREEMENT STOCKHOLDER SUPPORT AGREEMENT, dated as of January 31, 2022 (this ?Agreement?), by and among OTR Acquisition Corp., a Delaware corporation (?SPAC?), Comera Life Sciences Holdings, Inc., a Delaware corporation (?Holdco?) and certain of the stockholders of Comera Life Sciences, Inc., a Delaware corporation (the ?Company?), whose names appear on the signatur

Comera Life Sciences to Become Publicly Traded via Business Combination with OTR Acquisition Corp.

Exhibit 99.1 Comera Life Sciences to Become Publicly Traded via Business Combination with OTR Acquisition Corp. ? Comera Life Sciences is developing a new generation of bio-innovative biologic medicines to improve patient access, safety, and convenience ? This transaction is expected to enable further investment in a compassionate new era in medicine by applying a deep knowledge of formulation sci

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 31, 2022 OTR ACQUISITION CORP. (Exact Name of Registrant as Specified in its Charter) Delaware 001-39708 85-2136914 (State or other jurisdiction (Commission (IRS Employer of i

Corporate Presentation JANUARY 2022

EX-99.3 4 tm224897d1ex99-3.htm EXHIBIT 99.3 Corporate Presentation JANUARY 2022 Disclaimer These slides and any related presentation by management of Comera Life Sciences (“ Comera ”) (collectively, the “presentation”) are intended to be provided only to accredited institutional investors who are considering an investment in Comera Life Sciences, and for no other purpose. The information provided

EMPLOYEE MEMO

EX-99.2 3 tm224897d1ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 EMPLOYEE MEMO CONFIDENTIAL TO: All Staff FROM: Jeffrey Hackman, Chief Executive Officer RE: Exciting Development for Comera Life Sciences Team, I am pleased to share very exciting news about Comera Life Sciences. Today, we announced a definitive agreement for a business combination with OTR Acquisition Corp., a special purpose acquisition co

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 31, 2022 OTR ACQUISITION

425 1 tm224897d18k.htm 425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 31, 2022 OTR ACQUISITION CORP. (Exact Name of Registrant as Specified in its Charter) Delaware 001-39708 85-2136914 (State or other jurisdiction (Co

EMPLOYEE MEMO

Exhibit 99.2 EMPLOYEE MEMO CONFIDENTIAL TO: All Staff FROM: Jeffrey Hackman, Chief Executive Officer RE: Exciting Development for Comera Life Sciences Team, I am pleased to share very exciting news about Comera Life Sciences. Today, we announced a definitive agreement for a business combination with OTR Acquisition Corp., a special purpose acquisition company (SPAC). This is the initial step towar

Corporate Presentation JANUARY 2022

Corporate Presentation JANUARY 2022 Disclaimer These slides and any related presentation by management of Comera Life Sciences (? Comera ?) (collectively, the ?presentation?) are intended to be provided only to accredited institutional investors who are considering an investment in Comera Life Sciences, and for no other purpose.

Comera Life Sciences to Become Publicly Traded via Business Combination with OTR Acquisition Corp.

Exhibit 99.1 Comera Life Sciences to Become Publicly Traded via Business Combination with OTR Acquisition Corp. ? Comera Life Sciences is developing a new generation of bio-innovative biologic medicines to improve patient access, safety, and convenience ? This transaction is expected to enable further investment in a compassionate new era in medicine by applying a deep knowledge of formulation sci

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ☐ TRANSITI

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 2) (Mark One)

10-K/A 1 tm2133879d110ka.htm FORM 10-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 2) (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition pe

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 30, 2021 OTR Acquisition Corp. (Exact Name of Registrant as Specified in Charter) Delaware 001-39708 85-2136914 (State or Other Jurisdiction (Commission (IRS Employer of Inco

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ☐ TRANSITION REPORT PURSUANT

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to OTR Acquisition Corp. (Exact nam

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 30, 2021 OTR Acquisition Corp. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-39708 85-2136914 (State or Other Jurisdiction of Incorporation) (Commission Fil

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 ☐ TRANSITION REPORT PURSUANT TO S

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 ¨ TRANSITION REPORT PURSUANT TO

10-Q 1 tm2113990d110q.htm FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to OTR Acquisition Co

Description of Registrant’s Securities

Exhibit 4.2 DESCRIPTION OF THE COMPANY?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED Pursuant to our amended and restated certificate of incorporation, our authorized capital stock consists of 100,000,000 shares of Class A common stock, $0.0001 par value, 10,000,000 shares of Class B common stock, $0.0001 par value, and 1,000,000 shares of undesi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One)

10-K/A 1 tm2116808d110ka.htm FORM 10-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition pe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR For Period Ended: March 31, 2021 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-Q ¨ Transition Report on F

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 14, 2021 OTR Acquisition Corp. (Exact Name of Registrant as Specified in Charter) Delaware 001-39708 85-2136914 (State or Other Jurisdiction (Commission (IRS Employer of Incorpora

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. __N/A____)* OTR Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 (Title of Class o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. N/A)* OTR Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 (Title of Class of Securities) 67113Q105 (CUSIP Number) November 17, 2020 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the

Description of Registrant’s Securities (filed as Exhibit 4.2 to the Annual Report on Form 10-K, filed with the SEC on March 3, 2021)

EX-4.2 2 tm218380d1ex4-2.htm EXHIBIT 4.2 Exhibit 4.2 DESCRIPTION OF THE COMPANY’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED Pursuant to our amended and restated certificate of incorporation, our authorized capital stock consists of 100,000,000 shares of Class A common stock, $0.0001 par value, 10,000,000 shares of Class B common stock, $0.0001

Annual Report - FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39708 OTR Acquisitio

SC 13G OTR

SC 13G 1 otr.htm SC 13G OTR UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* OTR Acquisition Corp. (Name of Issuer) Common Stock, Par Value $.00001 Per Share (Title of Class of Securities) 67113Q2049 (CUSIP Number) December 31, 2020 (Date of Event which Requires Filing of this Statement) Check the approp

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO §240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO §240.13d-2 UNDER THE SECURITIES EXCHA

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO §240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO §240.13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* OTR Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securiti

JOINT ACQUISITION STATEMENT PURSUANT TO RULE 13d-1(k)

Exhibit 1 JOINT ACQUISITION STATEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements.

OTR Acquisition Corp.

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* OTR Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 67113Q105 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pur

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )*

SC 13G 1 formsc13g.htm FORM SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* OTR Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 67113Q105 (CUSIP Number) December 31, 2020 (Date of Event which Requires Filing of this Statement) C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* OTR Acquisition Corp. (Name of Issuer) Common Stock, Par Value $.00001 Per Share (Title of Class of Secur

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* OTR Acquisition Corp. (Name of Issuer) Common Stock, Par Value $.00001 Per Share (Title of Class of Securities) 67113Q204 (CUSIP Number) J. Scott Perkins; 3801 PGA Boulevard, Suite 500, Palm Beach Gardens, Florida 33410; 561-741-0820 (Name, Address and Te

Quarterly Report - FORM 10-Q

10-Q 1 tm2039245d110q.htm FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to OTR Acquisitio

Financial Statements and Exhibits, Other Events - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 8, 2020 OTR Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-39708 85-2136914 (State or other jurisdiction of incorporation) (Commission

OTR Acquisition Corp. Announces the Separate Trading of its Class A Common Stock and Warrants, Commencing December 10, 2020

Exhibit 99.1 OTR Acquisition Corp. Announces the Separate Trading of its Class A Common Stock and Warrants, Commencing December 10, 2020 NEW YORK, NY, December 8, 2020 (GLOBE NEWSWIRE) - OTR Acquisition Corp. (NASDAQ: OTRAU) (the “Company”) announced that, commencing December 10, 2020, holders of the units sold in the Company’s initial public offering may elect to separately trade shares of the Co

OTR ACQUISITION CORP. BALANCE SHEET November 19, 2020

Exhibit 99.1 OTR ACQUISITION CORP. INDEX TO FINANCIAL STATEMENT Page Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of November 19, 2020 F-3 Notes to Financial Statement F-4 F-1 To the Stockholders and the Board of Directors of OTR Acquisition Corp. Opinion on the Financial Statement We have audited the accompanying balance sheet of OTR Acquisition Corp. (the "Company

Financial Statements and Exhibits, Other Events - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 25, 2020 (November 19, 2020) OTR Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-39708 85-2136914 (State or other jurisdiction of incorp

Private Placement Warrants Purchase Agreement, dated November 17, 2020, by and between the Company and OTR Acquisition Sponsor LLC (filed as exhibit 10.4 the Current Report on Form 8-K, filed with the SEC on November 23, 2020)

Exhibit 10.4 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of November 17, 2020 (as it may from time to time be amended, this “Agreement”), is entered into by and between OTR Acquisition Corp., a Delaware corporation (the “Company”) and OTR Acquisition Sponsor LLC, a Delaware limited liability company (the “Purchaser”). WHEREAS: The Comp

OTR Acquisition Corp. Announces Closing of $104.5 Million Initial Public Offering, Including Partial Exercise of the Overallotment Option

Exhibit 99.2 OTR Acquisition Corp. Announces Closing of $104.5 Million Initial Public Offering, Including Partial Exercise of the Overallotment Option Miami, FL. – November 19, 2020 (Business Wire) – OTR Acquisition Corp. (Nasdaq: OTRAU) (“OTR Acquisition Corp.” or the “Company”) today announced the closing of its previously announced initial public offering of 10,000,000 units at a price of $10.0

Form of Registration Rights Agreement among the Registrant and certain security holders (filed as exhibit 10.2 the Current Report on Form 8-K, filed with the SEC on November 23, 2020)

Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 17, 2020, is made and entered into by and among OTR Acquisition Corp., a Delaware corporation (the “Company”) and OTR Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor,” together with any person or entity who hereafter becomes a party to this Agreement pu

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

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): November 23, 2020 (November 17, 2020) OTR Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-39708 85-2136914 (State or other jurisdiction o

OTR Warrant Agreement, dated November 17, 2020, by and between OTR Acquisition Corp. and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to Exhibit 4.1 to OTR Acquisition Corp.’s Current Report on Form 8-K, filed with the SEC on November 23, 2020).

Exhibit 4.1 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “Agreement”), dated as of November 17, 2020, is by and between OTR Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”). WHEREAS, the Company is engaged in an initial public o

Letter Agreement, dated November 17, 2020, by and among the Company, OTR Acquisition Sponsor LLC and each of the officers and directors of the Company (filed as exhibit 10.3 the Current Report on Form 8-K, filed with the SEC on November 23, 2020)

Exhibit 10.3 November 17, 2020 OTR Acquisition Corp. 1395 Brickell Avenue, Suite 800 Miami, FL 33131 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among OTR Acquisition Corp., a Delaware corporation (the “Company”), and Maxim Group LLC

Amended and Restated Certificate of Incorporation (filed as exhibit 3.1 the Current Report on Form 8-K, filed with the SEC on November 23, 2020)

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF OTR ACQUISITION CORP. November 17, 2020 OTR Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “OTR Acquisition Corp.” The original certificate of incorporation of the Corporation was filed with the Secr

Investment Management Trust Agreement, dated November 17, 2020, by and between the Company and Continental Stock Transfer & Trust Company, as trustee (filed as exhibit 10.1 the Current Report on Form 8-K, filed with the SEC on November 23, 2020)

Exhibit 10.1 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of November 17, 2020, by and between OTR Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statement on Form S-1, File No. 333-248093

Administrative Services Agreement, dated November 17, 2020, by and between the Company and Purchase Capital LLC (filed as exhibit 10.5 the Current Report on Form 8-K, filed with the SEC on November 23, 2020)

Exhibit 10.5 OTR Acquisition Corp. 1395 Brickell Avenue Suite 800 Miami, FL 33131 November 17, 2020 Purchase Capital LLC 1395 Brickell Avenue Suite 800 Miami, FL 33131 Attn: Nicholas J. Singer Re: Administrative Support Agreement Ladies and Gentlemen: This letter agreement by and between OTR Acquisition Corp. (the “Company”) and Purchase Capital LLC (“Purchase Capital”), dated as of the date hereo

Underwriting Agreement, dated November 17, 2020, between the Company and Maxim Group LLC, as representative of the underwriters. (1)

Exhibit 1.1 10,000,000 Units OTR Acquisition Corp. UNDERWRITING AGREEMENT November 17, 2020 MAXIM GROUP LLC 405 Lexington Avenue New York, NY 10174 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: The undersigned, OTR Acquisition Corp., a Delaware corporation (“Company”), hereby confirms its agreement with Maxim Group LLC (hereinafter referred to as “you”, “Ma

OTR Acquisition Corp. Announces Pricing of $100.0 Million Initial Public Offering

Exhibit 99.1 OTR Acquisition Corp. Announces Pricing of $100.0 Million Initial Public Offering Miami, FL. – November 17, 2020 (Business Wire) – OTR Acquisition Corp. (Nasdaq: OTRAU) (“OTR Acquisition Corp.” or the “Company”) today announced the pricing of its initial public offering of 10,000,000 units at a price of $10.00 per unit. The units are expected to be listed on The Nasdaq Capital Market

$100,000,000 OTR Acquisition Corp. 10,000,000 Units

PROSPECTUS Filed Pursuant to Rule 424(b)(4) Registration No. 333-248093 $100,000,000 OTR Acquisition Corp. 10,000,000 Units OTR Acquisition Corp. is a newly organized blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to as our initial

-

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OTR ACQUISITION CORP. (Exact Name of Registra

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OTR ACQUISITION CORP. (Exact Name of Registrant as Specified in Its Charter) Delaware 85-2136914 (State of Incorporation or Organization) (I.R.S. Employer Identification No.) 1395 Brickell Avenue

Form of Letter Agreement among the Registrant and our officers, directors and OTR Acquisition Sponsor LLC **

Exhibit 10.1 [ ], 2020 OTR Acquisition Corp. 1395 Brickell Avenue, Suite 800 Miami, FL 33131 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among OTR Acquisition Corp., a Delaware corporation (the “Company”), and Maxim Group LLC, as rep

Form of Private Placement Warrants Purchase Agreement between the Registrant and OTR Acquisition Sponsor LLC**

Exhibit 10.6 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [ ], 2020 (as it may from time to time be amended, this “Agreement”), is entered into by and between OTR Acquisition Corp., a Delaware corporation (the “Company”) and OTR Acquisition Sponsor LLC, a Delaware limited liability company (the “Purchaser”). WHEREAS: The Company inte

Form of Amended and Restated Certificate of Incorporation **

Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF OTR ACQUISITION CORP. [], 2020 OTR Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “OTR Acquisition Corp.” The original certificate of incorporation of the Corporation was filed with the Secretary of

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company, LLC and the Registrant **

Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [ ], 2020, by and between OTR Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statement on Form S-1, File No. 333-248093 (the “R

Form of Warrant Agreement between Continental Stock Transfer & Trust Company, LLC and the Registrant **

Exhibit 4.4 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “Agreement”), dated as of [ ], 2020, is by and between OTR Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”). WHEREAS, the Company is engaged in an initial public offering

Form of Underwriting Agreement **

Exhibit 1.1 11,500,000 Units OTR Acquisition Corp. UNDERWRITING AGREEMENT October , 2020 MAXIM GROUP LLC 405 Lexington Avenue New York, NY 10174 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: The undersigned, OTR Acquisition Corp., a Delaware corporation (“Company”), hereby confirms its agreement with Maxim Group LLC (hereinafter referred to as “you”, “Maxim

Form of Registration Rights Agreement between the Registrant and certain security holders **

Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 2020, is made and entered into by and among OTR Acquisition Corp., a Delaware corporation (the “Company”) and OTR Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor,” together with any person or entity who hereafter becomes a party to this Agreement pursuant t

- S-1/A

As filed with the U.S. Securities and Exchange Commission on October 26, 2020. Registration No. 333-248093 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment no. 2 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 OTR Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 6770 85-2136914 (State or other jurisdiction of inc

Private Placement Warrants Purchase Agreement between the Registrant and OTR Acquisition Sponsor LLC**

Exhibit 10.6 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [ ], 2020 (as it may from time to time be amended, this “Agreement”), is entered into by and between OTR Acquisition Corp., a Delaware corporation (the “Company”) and OTR Acquisition Sponsor LLC, a Delaware limited liability company (the “Purchaser”). WHEREAS: The Company inte

Specimen Warrant Certificate of the Registrant (incorporated by reference to Exhibit 4.3 to OTR Acquisition Corp.’s Amendment No. 1 to Registration Statement on Form S-1, filed with the SEC on September 28, 2020).

Exhibit 4.3 [Form of Warrant Certificate] [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW OTR ACQUISITION CORP. Incorporated Under the Laws of the State of Delaware CUSIP 67113Q 113 Warrant Certificate This Warrant Certificate certifies that , or registered assigns, is the regist

Consent of Douglas B. Anderson *

Exhibit 99.3 Consent to be Named as a Director Nominee In connection with the filing by OTR Acquisition Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of OTR Acquisition

Code of Ethics (incorporated by reference to exhibit 14 of the Form S-1/A filed September 28, 2020)

Exhibit 14 CODE OF ETHICS 1. Introduction The Board of Directors of OTR Acquisition Corp. has adopted this code of ethics (the “Code”), which is applicable to all directors, officers and employees, to: ● promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; ● promote the full, fair, accurate,

Form of Indemnity Agreement (incorporated by reference to exhibit 10.7 of the Form S-1/A filed September 28, 2020)

Exhibit 10.7 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ], 2020, by and between OTR Acquisition Corp., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provided with adequate prote

Form of Warrant Agreement between Continental Stock Transfer & Trust Company, LLC and the Registrant **

Exhibit 4.4 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “Agreement”), dated as of [ ], 2020, is by and between OTR Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”). WHEREAS, the Company is engaged in an initial public offering

Form of Audit Committee Charter *

Exhibit 99.1 OTR ACQUISITION CORP. AUDIT COMMITTEE CHARTER I. Purpose The Audit Committee (the “Committee”) of the Board of Directors (the “Board”) of OTR ACQUISITION CORP., a Delaware corporation (the “Company”), shall provide assistance to the Board in fulfilling its legal and fiduciary obligations to oversee: (a) the integrity of the financial statements and other financial information provided

Form of Administrative Support Agreement by and between the Registrant and Purchase Capital LLC *

Exhibit 10.8 OTR Acquisition Corp. 1395 Brickell Avenue Suite 800 Miami, FL 33131 [ ], 2020 Purchase Capital LLC 1395 Brickell Avenue Suite 800 Miami, FL 33131 Attn: Nicholas J. Singer Re: Administrative Support Agreement Ladies and Gentlemen: This letter agreement by and between OTR Acquisition Corp. (the “Company”) and Purchase Capital LLC (“Purchase Capital”), dated as of the date hereof, will

Form of Compensation Committee Charter *

Exhibit 99.2 OTR ACQUISITION CORP. COMPENSATION COMMITTEE CHARTER I. Purpose The Compensation Committee (the “Committee”) of the Board of Directors of OTR Acquisition Corp., a Delaware corporation (the “Company”), shall have responsibility for the compensation of the Company’s executive officers, including the Company’s Chief Executive Officer (the “CEO”), and for incentive compensation, equity-ba

Specimen Class A common stock Certificate *

Exhibit 4.2 NUMBER C- SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP 67113Q 105 OTR ACQUISITION CORP. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CLASS A COMMON STOCK This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.0001 EACH OF THE CLASS A COMMON STOCK OF OTR ACQUISITION CORP. (THE “COMPANY”) transferable on the books of the Company in per

Form of Amended and Restated Certificate of Incorporation **

Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF OTR ACQUISITION CORP. [], 2020 OTR Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “OTR Acquisition Corp.” The original certificate of incorporation of the Corporation was filed with the Secretary of

Consent of Nadav Besner *

Exhibit 99.6 Consent to be Named as a Director Nominee In connection with the filing by OTR Acquisition Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of OTR Acquisition

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company, LLC and the Registrant **

Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [   ], 2020, by and between OTR Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statement on Form S-1, File No. 333-248093 (the

Form of Letter Agreement among the Registrant and our officers, directors and OTR Acquisition Sponsor LLC **

Exhibit 10.1 [ ], 2020 OTR Acquisition Corp. 1395 Brickell Avenue, Suite 800 Miami, FL 33131 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among OTR Acquisition Corp., a Delaware corporation (the “Company”), and Maxim Group LLC, as rep

- S-1/A

As filed with the U.S. Securities and Exchange Commission on September 28, 2020. Registration No. 333-248093 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment no. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 OTR Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 6770 85-2136914 (State or other jurisdiction of i

Consent of David Neithardt *

Exhibit 99.4 Consent to be Named as a Director Nominee In connection with the filing by OTR Acquisition Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of OTR Acquisition

Specimen Unit Certificate *

Exhibit 4.1 NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP 67113Q 204 OTR ACQUISITION CORP. UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE-HALF OF ONE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1) share of Class A common stock, par value $0.00

Consent of Glenn Gray *

Exhibit 99.5 Consent to be Named as a Director Nominee In connection with the filing by OTR Acquisition Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of OTR Acquisition

Form of Underwriting Agreement **

Exhibit 1.1 25,000,000 Units OTR Acquisition Corp. UNDERWRITING AGREEMENT September , 2020 MAXIM GROUP LLC 405 Lexington Avenue New York, NY 10174 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: The undersigned, OTR Acquisition Corp., a Delaware corporation (“Company”), hereby confirms its agreement with Maxim Group LLC (hereinafter referred to as “you”, “Max

Form of Registration Rights Agreement between the Registrant and certain security holders **

Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 2020, is made and entered into by and among OTR Acquisition Corp., a Delaware corporation (the “Company”) and OTR Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor,” together with any person or entity who hereafter becomes a party to this Agreement pursuant t

Registration Statement - FORM S-1

As filed with the U.S. Securities and Exchange Commission on August 17, 2020. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 OTR Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 6770 85-2136914 (State or other jurisdiction of incorporation or organization

Securities Subscription Agreement, dated August 3, 2020, between the Registrant and OTR Acquisition Sponsor LLC *

Exhibit 10.5 OTR Acquisition Corp. 1395 Brickell Avenue Suite 800 Miami, FL 33131 OTR Acquisition Sponsor LLC 1395 Brickell Avenue Suite 800 Miami, FL 33131 RE: Securities Subscription Agreement Ladies and Gentlemen: This agreement (the “Agreement”) is entered into on August 3, 2020 by and between OTR Acquisition Sponsor LLC, a Delaware limited liability company (the “Subscriber” or “you”), and OT

Certificate of Incorporation *

Exhibit 3.1 CERTIFICATE OF INCORPORATION OF OTR ACQUISITION CORP. July 22, 2020 The undersigned, for the purposes of forming a corporation under the laws of the State of Delaware, does make, file, and record this Certificate of Incorporation (the “Certificate”), and does hereby certify as follows: ARTICLE I NAME The name of the corporation is OTR Acquisition Corp. (the “Corporation”). ARTICLE II P

Promissory Note, dated July 23, 2020, issued to OTR Acquisition Sponsor LLC *

Exhibit 10.2 THIS PROMISSORY NOTE ("NOTE") HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY

Bylaws (incorporated by reference to exhibit 3.3 of the Form S-1 filed August 17, 2020)

Exhibit 3.3 BY LAWS OF otr ACQUISITION CORP. (THE “CORPORATION”) ARTICLE I OFFICES Section 1.1. Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or individual acting as the Corporation’s registered agent in Delaware.