Key facts
- This page summarizes Nicholas J. Singer's Form 4 filing for OTR Acquisition Corp..
- 5 reported transactions and 3 derivative rows are listed below.
- Accepted by SEC: 20 May 2022, 16:35.
Nicholas J. Singer - 20 May 2022 Form 4 Insider Report for OTR Acquisition Corp.
- Reporting relationship
- Chief Executive Officer, Director
- Issuer ticker
- N/A
- Reported as of
- 20 May 2022
- Net transaction value
- $0
- SEC form
- 4
- Accepted by SEC
- 20 May 2022, 16:35:08 UTC
- Prior SEC filing
- 10 May 2022
- Next SEC filing
- 07 Jun 2022
- Source filing
- View source filing
- Reporting owner signature
- /s/ Nicholas J. Singer
Source evidence
Original filing metadata and source links for verification.
5 source fields
Reporting owner
1 detail
Key filing fact
Nicholas J. Singer filed Form 4 for OTR Acquisition Corp. on 20 May 2022.
Change
- Previous filing in this sequence was filed on 10 May 2022.
- Current net transaction value: $0.
Research use
- This tells you what this filing adds before you inspect full transaction and derivative tables.
- You can trace every row back to the original SEC filing document.
Evidence
Filed on Form 4
View source filing
Ownership activity is grounded in SEC Form 4 disclosures.
Reported non-derivative transactions
Shares, units, or other non-derivative securities reported in this filing.
OTRA
transaction
Class A Common Stock
Conversion of derivative security
- Transaction value
- Shares
- +421,759
- Change %
- Price
- Shares after
- 421,759
- Date
- 20 May 2022
- Ownership
- PC SPAC Holdings LLC
- Footnotes
- F1, F4
OTRA
transaction
Class A Common Stock
Other
- Transaction value
- Shares
- -421,759
- Change %
- -100%
- Price
- Shares after
- 0
- Date
- 20 May 2022
- Ownership
- PC SPAC Holdings LLC
- Footnotes
- F7
Reported derivative securities
Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.
OTRA
transaction
Derivative
Class B Common Stock
Other
- Transaction value
- $0
- Shares
- -1,305,918
- Change %
- -76%
- Price
- $0.000000
- Shares after
- 421,759
- Date
- 20 May 2022
- Ownership
- See Footnote
- Underlying class
- Class A Common Stock
- Underlying amount
- 1,305,918
- Exercise price
- Footnotes
- F1, F2, F3
OTRA
transaction
Derivative
Class B Common Stock
Conversion of derivative security
- Transaction value
- $0
- Shares
- -421,759
- Change %
- -100%
- Price
- $0.000000*
- Shares after
- 0
- Date
- 20 May 2022
- Ownership
- PC SPAC Holdings LLC
- Underlying class
- Class A Common Stock
- Underlying amount
- 421,759
- Exercise price
- Footnotes
- F1, F4
OTRA
transaction
Derivative
Warrants
Other
- Transaction value
- $0
- Shares
- -762,634
- Change %
- -100%
- Price
- $0.000000*
- Shares after
- 0
- Date
- 20 May 2022
- Ownership
- PC SPAC Holdings LLC
- Underlying class
- Class A Common Stock
- Underlying amount
- 762,634
- Exercise price
- Footnotes
- F5, F6
* marks a reported price that did not pass the local price check.
Additional SEC filing notes
Filing notes and footnotes
Explanation of responses 7 footnotes
Footnote F1
As described in the OTR Acquisition Corp.'s registration statement on Form S-1 (File No. 333-248093) under the heading "Description of Securities," the Class B common stock, par value U.S. $0.0001 per share, of the issuer (the "Founder Shares") automatically convert into Class A common stock of the issuer ("Class A Common Stock") at the time of the issuer's initial business combination or earlier at the option of the holders thereof, on a one-for-one basis, subject to certain adjustments described therein, and have no expiration date.
Footnote F2
On May 19, 2022, OTR Acquisition Sponsor LLC (the "Sponsor") entered into a certain second amended and restated limited liability operating agreement (the "Amended LLC Agreement"). Prior to the Amended LLC Agreement, PC SPAC Holdings LLC, an entity controlled by the reporting person, was the sole managing member of the Sponsor. The Amended LLC Agreement provides that the Sponsor be managed by a board of managers consisting of three persons, including the reporting person. For the purposes of Rule 16a-(1), the reporting person is no longer a beneficial owner of the 1,305,918 shares of Class B common stock, par value U.S. $0.0001 per share, of OTR Acquisition Corp. held directly by the Sponsor, and disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein.
Footnote F3
The securities are held indirectly by Nicholas J. Singer, who has sole voting and dispositive control of PC SPAC Holdings LLC.
Footnote F4
On May 20, 2022, the issuer consummated its initial business combination (the "Business Combination") with Comera Life Sciences Holdings, Inc.. ("Holdco"), a Delaware corporation. In connection with the Business Combination, each Founder Share converted into Class A Common Stock.
Footnote F5
In connection with the Business Combination closing, the reporting person exchanged each of its warrants to purchase the issuer's Class A Common Stock on a one for one basis for an aggregate of 762,634 warrants to purchase shares of Holdco's common stock, par value U.S. $0.0001 per share ("Holdco Common Stock"), at a purchase price of $11.50 per share.
Footnote F6
The warrants were not exercisable until 30 days after the issuer's initial business combination and would have expired five years from the consummation of the issuer's initial business combination.
Footnote F7
In connection with the Business Combination closing, the reporting person exchanged each its shares of Class A Common Stock for 421,759 fully paid and non-assessable shares of Holdco Common Stock.