0000950170-22-017400 | 10-Q | XBRL Viewer | Comera Life Sciences Holdings INC

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Basis of Presentation and Significant Accounting Policies	6 Months Ended
	Jun. 30, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Basis of Presentation and Significant Accounting Policies	2. Basis of Presentation and Significant Accounting Policies Basis of Presentation The accompanying condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative United States generally accepted accounting principles as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”). The condensed consolidated financial statements do not include all the information and footnotes required by GAAP for complete financial statements and should be read in conjunction with Legacy Comera’s consolidated financial statements and related notes for the year ended December 31, 2021 included in the definitive proxy statement/prospectus filed with the SEC on April 15, 2022. The financial information as of June 30, 2022 and 2021, and the three and six months ended June 30, 2022 and 2021, is unaudited. In the opinion of management, all adjustments, consisting only of normal recurring adjustments considered necessary for the fair presentation of financial position, results of operations, and cash flows at the dates and for the periods presented, have been included. The balance sheet data as of December 31, 2021 was derived from Legacy Comera’s audited consolidated financial statements. The results of the Company’s operations for any interim periods are not necessarily indicative of the results that may be expected for any other interim period or for a full fiscal year. Emerging Growth Company and Smaller Reporting Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933 (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. The Company is also a “smaller reporting company” as defined in the Securities Exchange Act of 1934 (the “Exchange Act”). The Company may continue to be a smaller reporting company even after the Company is no longer an emerging growth company. The Company may take advantage of certain of the scaled disclosures available to smaller reporting companies and will be able to take advantage of these scaled disclosures for so long as the market value of the Company’s voting and non-voting Common Stock held by non-affiliates is less than $250.0 million measured on the last business day of the Company’s second fiscal quarter, or the Company’s annual revenue is less than $100.0 million during the most recently completed fiscal year and the market value of the Company’s voting and non-voting Common Stock held by non-affiliates is less than $700.0 million measured on the last business day of the Company’s second fiscal quarter. Risks and Uncertainties The Company is subject to risks and uncertainties common to early-stage companies in the biotechnology industry, including but not limited to, risks associated with completing preclinical studies and clinical trials, receiving regulatory approvals for product candidates, development by competitors of new biopharmaceutical products, dependence on key personnel, protection of proprietary technology, compliance with government regulations, entering into collaborations with partners for the Company’s SQoreTM platform and the ability to secure additional capital to fund operations. Significant discovery, research and development efforts, including clinical testing and regulatory approval, are required prior to commercialization of any potential product candidates. These efforts require significant amounts of additional capital, adequate personnel and infrastructure and extensive compliance-reporting capabilities. Even if the Company’s product development efforts are successful, it is uncertain when, if ever, the Company will realize revenue from product sales. Through June 30, 2022, the Company has funded its operations primarily with proceeds from the issuance of equity instruments, convertible notes, and preferred stock. The Company has incurred recurring losses since its inception, including a net loss of $12.0 million for the six months ended June 30, 2022. In addition, as of June 30, 2022, the Company had an accumulated deficit of $28.9 million. The Company expects to continue to generate operating losses for the near future. The future viability of the Company is dependent on its ability to raise additional capital to finance its operations. The Company’s inability to raise capital as and when needed could have a negative impact on its financial condition and ability to pursue its business strategies. There can be no assurance that the current operating plan will be achieved or that additional funding will be available on terms acceptable to the Company, or at all. The Company does not believe the cash and cash equivalents on hand as of June 30, 2022 of $4.9 million will be sufficient to fund its operations and capital expenditure requirements for the next twelve months from the date the condensed consolidated financial statements are issued. The Company will be required to raise additional capital to continue to fund operations and capital expenditures. Such funding may not be available on acceptable terms, or at all. If the Company is unable to access additional funds when needed, it may not be able to continue operations or the Company may be required to delay, scale back or eliminate some or all of its ongoing research and development efforts and other operations. The Company’s ability to access capital when needed is not assured and, if not achieved on a timely basis, will materially harm its business, financial condition and results of operations. These uncertainties create substantial doubt about the Company’s ability to continue as a going concern. The accompanying condensed consolidated financial statements have been prepared on a basis which assumes that the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. COVID-19 In March 2020, COVID-19 was declared a global pandemic by the World Health Organization and continues to present a substantial public health and economic challenge around the world. The length of time and full extent to which the COVID-19 pandemic may directly or indirectly impact the Company’s business, results of operations and financial condition will depend on future developments that are highly uncertain, subject to change and difficult to predict. The Company plans to continue to closely monitor the ongoing impact of the COVID-19 pandemic on the Company’s employees and other business operations. In an effort to provide a safe work environment for the Company’s employees, the Company has, among other things, limited employees in the Company’s office and lab facilities to those where on-site presence is needed for their job activities, implemented various social distancing measures in the Company’s offices and labs and are providing personal protective equipment for the Company’s employees present in the Company’s office and lab facilities, as needed. The Company is continuing to monitor the impact and effects of the COVID-19 pandemic and the Company’s response to it, and the Company expects to continue to take actions as may be required or recommended by government authorities or that are determined to be in the best interests of the Company’s employees and other business partners in light of the pandemic. Use of Estimates The preparation of condensed consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions, based on judgments considered reasonable, which affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of expenses during the reporting periods. The Company bases its estimates and assumptions on historical experience, known trends and events and various other factors that management believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Significant estimates and assumptions reflected in these condensed consolidated financial statements include, but are not limited to, the valuation of the warrant derivative liabilities, Legacy Comera’s common stock, and stock-based compensation. Changes in estimates are recorded in the period in which they become known. Due to the risks and uncertainties involved in the Company’s business and evolving market conditions and, given the subjective element of the estimates and assumptions made, actual results may differ from estimated results. Summary of Significant Accounting Policies The accounting policies of the Company are set forth in Note 2 to the consolidated financial statements included in the definitive proxy statement/prospectus filed with the SEC on April 15, 2022, and the accounting policies followed by the Company for interim financial reporting are consistent with the accounting policies therein and as supplemented below. Reverse Recapitalization The Transaction was accounted for as a reverse recapitalization, with OTR being treated as the “acquired” company and CLS Holdings being treated as the “acquirer” for accounting purposes based upon the pre-merger shareholders of Legacy Comera holding the majority of the voting interests of CLS Holdings, Legacy Comera’s existing management team serving as the initial management team of CLS Holdings, Legacy Comera’s appointment of the majority of the initial board of directors of CLS Holdings, and Legacy Comera’s operations comprising the ongoing operations of the Company. The Transaction was accounted for as the equivalent of CLS Holdings issuing stock for the net assets of OTR, accompanied by a reverse recapitalization. Accordingly, all historical financial information presented in these condensed consolidated financial statements represents the accounts of CLS Holdings and Legacy Comera “as if” CLS Holdings and Legacy Comera, both entities under common control, are the predecessor. The net loss per share or unit, prior to the Transaction, has been adjusted to share amounts reflecting the exchange ratio (the “Exchange Ratio”) established in the Transaction. Convertible Preferred Stock The Company accounts for convertible preferred stock subject to possible redemption in accordance with the guidance in ASC 480, Distinguishing Liabilities from Equity (“ASC 480”). The Series A Preferred Stock is redeemable at the option of the holder upon the occurrence of a qualified financing. As the Series A Preferred Stock is considered to be contingently redeemable, it has been classified outside of permanent equity. The Series A Preferred Stock has been accreted to its redemption value since the contingent event is considered probable of occurring. Derivative Warrant Liabilities The Company classifies as equity any warrants that (i) require physical settlement or net-share settlement or (ii) provide the Company with a choice of net-cash settlement or settlement in its own shares (physical settlement or net-share settlement). The Company classifies as assets or liabilities any warrants that (i) require net-cash settlement (including a requirement to net cash settle the contract if an event occurs and if that event is outside the company’s control), (ii) gives the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement) or (iii) that contain reset provisions that do not qualify for the scope exception. The Company assesses classification of its common stock warrants and other freestanding warrant instrument at each reporting date to determine whether a change in classification between assets and liabilities is required. The Company’s freestanding warrant instruments consist of private placement warrants to purchase 5,817,757 shares of common stock (“Private Placement Warrants”) and public warrants to purchase 5,223,675 shares of common stock (“Public Warrants”) that were converted in connection with the Transaction. Following the Transaction, the Public Warrants are considered equity classified instruments since the shares underlying the Public Warrants are not redeemable and the Company has one single class of voting common stock, which does not preclude them from being considered indexed to the Company’s equity and allows the Public Warrants to meet the criteria for equity classification per ASC 815, Derivatives and Hedging (“ASC 815”). Warrants that are determined to require equity classification are measured at fair value upon issuance and are not subsequently remeasured unless they are required to be reclassified. The Private Placement Warrants are considered liability classified instruments because their settlement amount differs depending on the identity of the holder which precludes them from being considered indexed to the Company’s equity. Accordingly, the Company recognizes the Private Placement Warrants as liabilities at fair value and adjusts the instruments to fair value using quoted prices of instruments with similar terms. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statements of operations and comprehensive loss. Reclassification of Prior Year Presentation Certain prior year amounts within prepaid expenses and other current assets (Note 5) have been reclassified for consistency with current period presentation. These reclassifications had no effect on the reported results of operations or financial position. Subsequent Events The Company considers events or transactions that occur after the balance sheet date but before the condensed consolidated financial statements are issued to provide evidence relative to certain estimates or to identify matters that require additional disclosure. The Company evaluated all events and transactions through the date these condensed consolidated financial statements were filed with the SEC. Recently Issued Accounting Pronouncements From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies and adopted by us as of the specified effective date. Unless otherwise discussed, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on the Company’s consolidated financial statements and disclosures.

Stock-Based Compensation - Summary of Stock-based Compensation Expense (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Stock-based compensation expense
Stock-based compensation expense	$ 56,739	$ 1,024,444	$ 99,295	$ 1,038,322
Cost of Revenue
Stock-based compensation expense
Stock-based compensation expense	511	18,749	925	19,082
Research and Development
Stock-based compensation expense
Stock-based compensation expense	2,212	380,303	6,010	389,066
General and Administrative
Stock-based compensation expense
Stock-based compensation expense	$ 54,016	$ 625,392	$ 92,360	$ 630,174

Common Stock

6 Months Ended

Jun. 30, 2022

Stockholders' Equity Note [Abstract]

Common Stock

10. Common Stock

As of June 30, 2022, the authorized capital stock of the Company included 150,000,000 shares of common stock, $0.0001 par value. The voting, dividend and liquidation rights of the holders of the Company’s common stock are subject to and qualified by the rights, powers and preferences of the holders of the Series A Preferred Stock set forth above.

In connection with the Settlement Agreement, the Company sold 97,561 shares of common stock to Maxim for aggregate proceeds of $1.0 million in a private placement.

Each share of common stock entitles the holder to one vote, together with the holders of the preferred stock on an as converted to common stock basis, on all matters submitted to the stockholders for a vote. Common stockholders are entitled to receive dividends, as may be declared by the Board, if any, subject to the preferential dividend rights of the preferred stock. Through June 30, 2022, no cash dividends have been declared or paid.

As of June 30, 2022, the Company has reserved the following shares of common stock for future issuance:


Exercise of outstanding stock options			1,618,441
Available for issuance under equity compensation plans			441,397
Exercise of outstanding common stock warrants			11,041,432
Conversion of Series A Preferred Stock			1,028,265
Total shares of authorized common stock reserved for future issuance			14,129,535

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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+ Details

Property and Equipment, Net - Additional Information (Details) - USD ($)	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 46,394	$ 42,768

Basis of Presentation and Significant Accounting Policies (Policies)	6 Months Ended
	Jun. 30, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Basis of Presentation	Basis of Presentation The accompanying condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative United States generally accepted accounting principles as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”). The condensed consolidated financial statements do not include all the information and footnotes required by GAAP for complete financial statements and should be read in conjunction with Legacy Comera’s consolidated financial statements and related notes for the year ended December 31, 2021 included in the definitive proxy statement/prospectus filed with the SEC on April 15, 2022. The financial information as of June 30, 2022 and 2021, and the three and six months ended June 30, 2022 and 2021, is unaudited. In the opinion of management, all adjustments, consisting only of normal recurring adjustments considered necessary for the fair presentation of financial position, results of operations, and cash flows at the dates and for the periods presented, have been included. The balance sheet data as of December 31, 2021 was derived from Legacy Comera’s audited consolidated financial statements. The results of the Company’s operations for any interim periods are not necessarily indicative of the results that may be expected for any other interim period or for a full fiscal year.
Emerging Growth Company and Smaller Reporting Company Status	Emerging Growth Company and Smaller Reporting Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933 (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. The Company is also a “smaller reporting company” as defined in the Securities Exchange Act of 1934 (the “Exchange Act”). The Company may continue to be a smaller reporting company even after the Company is no longer an emerging growth company. The Company may take advantage of certain of the scaled disclosures available to smaller reporting companies and will be able to take advantage of these scaled disclosures for so long as the market value of the Company’s voting and non-voting Common Stock held by non-affiliates is less than $250.0 million measured on the last business day of the Company’s second fiscal quarter, or the Company’s annual revenue is less than $100.0 million during the most recently completed fiscal year and the market value of the Company’s voting and non-voting Common Stock held by non-affiliates is less than $700.0 million measured on the last business day of the Company’s second fiscal quarter.
Risks and Uncertainties	Risks and Uncertainties The Company is subject to risks and uncertainties common to early-stage companies in the biotechnology industry, including but not limited to, risks associated with completing preclinical studies and clinical trials, receiving regulatory approvals for product candidates, development by competitors of new biopharmaceutical products, dependence on key personnel, protection of proprietary technology, compliance with government regulations, entering into collaborations with partners for the Company’s SQoreTM platform and the ability to secure additional capital to fund operations. Significant discovery, research and development efforts, including clinical testing and regulatory approval, are required prior to commercialization of any potential product candidates. These efforts require significant amounts of additional capital, adequate personnel and infrastructure and extensive compliance-reporting capabilities. Even if the Company’s product development efforts are successful, it is uncertain when, if ever, the Company will realize revenue from product sales. Through June 30, 2022, the Company has funded its operations primarily with proceeds from the issuance of equity instruments, convertible notes, and preferred stock. The Company has incurred recurring losses since its inception, including a net loss of $12.0 million for the six months ended June 30, 2022. In addition, as of June 30, 2022, the Company had an accumulated deficit of $28.9 million. The Company expects to continue to generate operating losses for the near future. The future viability of the Company is dependent on its ability to raise additional capital to finance its operations. The Company’s inability to raise capital as and when needed could have a negative impact on its financial condition and ability to pursue its business strategies. There can be no assurance that the current operating plan will be achieved or that additional funding will be available on terms acceptable to the Company, or at all. The Company does not believe the cash and cash equivalents on hand as of June 30, 2022 of $4.9 million will be sufficient to fund its operations and capital expenditure requirements for the next twelve months from the date the condensed consolidated financial statements are issued. The Company will be required to raise additional capital to continue to fund operations and capital expenditures. Such funding may not be available on acceptable terms, or at all. If the Company is unable to access additional funds when needed, it may not be able to continue operations or the Company may be required to delay, scale back or eliminate some or all of its ongoing research and development efforts and other operations. The Company’s ability to access capital when needed is not assured and, if not achieved on a timely basis, will materially harm its business, financial condition and results of operations. These uncertainties create substantial doubt about the Company’s ability to continue as a going concern. The accompanying condensed consolidated financial statements have been prepared on a basis which assumes that the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business.
COVID-19	COVID-19 In March 2020, COVID-19 was declared a global pandemic by the World Health Organization and continues to present a substantial public health and economic challenge around the world. The length of time and full extent to which the COVID-19 pandemic may directly or indirectly impact the Company’s business, results of operations and financial condition will depend on future developments that are highly uncertain, subject to change and difficult to predict. The Company plans to continue to closely monitor the ongoing impact of the COVID-19 pandemic on the Company’s employees and other business operations. In an effort to provide a safe work environment for the Company’s employees, the Company has, among other things, limited employees in the Company’s office and lab facilities to those where on-site presence is needed for their job activities, implemented various social distancing measures in the Company’s offices and labs and are providing personal protective equipment for the Company’s employees present in the Company’s office and lab facilities, as needed. The Company is continuing to monitor the impact and effects of the COVID-19 pandemic and the Company’s response to it, and the Company expects to continue to take actions as may be required or recommended by government authorities or that are determined to be in the best interests of the Company’s employees and other business partners in light of the pandemic.
Use of Estimates	Use of Estimates The preparation of condensed consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions, based on judgments considered reasonable, which affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of expenses during the reporting periods. The Company bases its estimates and assumptions on historical experience, known trends and events and various other factors that management believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Significant estimates and assumptions reflected in these condensed consolidated financial statements include, but are not limited to, the valuation of the warrant derivative liabilities, Legacy Comera’s common stock, and stock-based compensation. Changes in estimates are recorded in the period in which they become known. Due to the risks and uncertainties involved in the Company’s business and evolving market conditions and, given the subjective element of the estimates and assumptions made, actual results may differ from estimated results.
Summary of Significant Accounting Policies	Summary of Significant Accounting Policies The accounting policies of the Company are set forth in Note 2 to the consolidated financial statements included in the definitive proxy statement/prospectus filed with the SEC on April 15, 2022, and the accounting policies followed by the Company for interim financial reporting are consistent with the accounting policies therein and as supplemented below.
Reverse Recapitalization	Reverse Recapitalization The Transaction was accounted for as a reverse recapitalization, with OTR being treated as the “acquired” company and CLS Holdings being treated as the “acquirer” for accounting purposes based upon the pre-merger shareholders of Legacy Comera holding the majority of the voting interests of CLS Holdings, Legacy Comera’s existing management team serving as the initial management team of CLS Holdings, Legacy Comera’s appointment of the majority of the initial board of directors of CLS Holdings, and Legacy Comera’s operations comprising the ongoing operations of the Company. The Transaction was accounted for as the equivalent of CLS Holdings issuing stock for the net assets of OTR, accompanied by a reverse recapitalization. Accordingly, all historical financial information presented in these condensed consolidated financial statements represents the accounts of CLS Holdings and Legacy Comera “as if” CLS Holdings and Legacy Comera, both entities under common control, are the predecessor. The net loss per share or unit, prior to the Transaction, has been adjusted to share amounts reflecting the exchange ratio (the “Exchange Ratio”) established in the Transaction.
Convertible Preferred Stock	Convertible Preferred Stock The Company accounts for convertible preferred stock subject to possible redemption in accordance with the guidance in ASC 480, Distinguishing Liabilities from Equity (“ASC 480”). The Series A Preferred Stock is redeemable at the option of the holder upon the occurrence of a qualified financing. As the Series A Preferred Stock is considered to be contingently redeemable, it has been classified outside of permanent equity. The Series A Preferred Stock has been accreted to its redemption value since the contingent event is considered probable of occurring.
Derivative Warrant Liabilities	Derivative Warrant Liabilities The Company classifies as equity any warrants that (i) require physical settlement or net-share settlement or (ii) provide the Company with a choice of net-cash settlement or settlement in its own shares (physical settlement or net-share settlement). The Company classifies as assets or liabilities any warrants that (i) require net-cash settlement (including a requirement to net cash settle the contract if an event occurs and if that event is outside the company’s control), (ii) gives the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement) or (iii) that contain reset provisions that do not qualify for the scope exception. The Company assesses classification of its common stock warrants and other freestanding warrant instrument at each reporting date to determine whether a change in classification between assets and liabilities is required. The Company’s freestanding warrant instruments consist of private placement warrants to purchase 5,817,757 shares of common stock (“Private Placement Warrants”) and public warrants to purchase 5,223,675 shares of common stock (“Public Warrants”) that were converted in connection with the Transaction. Following the Transaction, the Public Warrants are considered equity classified instruments since the shares underlying the Public Warrants are not redeemable and the Company has one single class of voting common stock, which does not preclude them from being considered indexed to the Company’s equity and allows the Public Warrants to meet the criteria for equity classification per ASC 815, Derivatives and Hedging (“ASC 815”). Warrants that are determined to require equity classification are measured at fair value upon issuance and are not subsequently remeasured unless they are required to be reclassified. The Private Placement Warrants are considered liability classified instruments because their settlement amount differs depending on the identity of the holder which precludes them from being considered indexed to the Company’s equity. Accordingly, the Company recognizes the Private Placement Warrants as liabilities at fair value and adjusts the instruments to fair value using quoted prices of instruments with similar terms. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statements of operations and comprehensive loss.
Reclassification of Prior Year Presentation	Reclassification of Prior Year Presentation Certain prior year amounts within prepaid expenses and other current assets (Note 5) have been reclassified for consistency with current period presentation. These reclassifications had no effect on the reported results of operations or financial position.
Subsequent Events	Subsequent Events The Company considers events or transactions that occur after the balance sheet date but before the condensed consolidated financial statements are issued to provide evidence relative to certain estimates or to identify matters that require additional disclosure. The Company evaluated all events and transactions through the date these condensed consolidated financial statements were filed with the SEC.
Recently Issued Accounting Pronouncements	Recently Issued Accounting Pronouncements From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies and adopted by us as of the specified effective date. Unless otherwise discussed, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on the Company’s consolidated financial statements and disclosures.

Accrued Expenses and Other Current Liabilities (Tables)

6 Months Ended

Jun. 30, 2022

Payables and Accruals [Abstract]

Schedule of Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following:


	June 30, 2022		December 31, 2021
Professional fees	$	571,761	$	123,756
Accrued bonus		216,959		349,000
Accrued vacation		26,006		25,945
Other		92,051		7,910
Accrued expenses and other current liabilities	$	906,777	$	506,611

Fair Value of Financial Assets and Liabilities - Schedule of Fair Value Hierarchy for Liabilities, Measured at Fair Value on a Recurring Basis (Details) - Recurring - Private Placement Warrants	Jun. 30, 2022 USD ($)
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Liabilities	$ 831,939
Level 2
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Liabilities	$ 831,939

Organization

6 Months Ended

Jun. 30, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization

1. Organization

Formation and Organization

Comera Life Sciences Holdings, Inc. (“CLS Holdings”, “Comera” or the “Company”) was incorporated in Delaware on January 25, 2022 as a wholly-owned subsidiary of Comera Life Sciences, Inc. (“Legacy Comera”) for the purpose of effecting the Transaction (as defined below).

Legacy Comera was formed in the state of Delaware on January 2, 2014 as ReForm Biologics, LLC. On April 30, 2021, Legacy Comera completed a corporate reorganization (the “Reorganization”) and changed its name to ReForm Biologics, Inc. As part of the Reorganization, each issued and outstanding capital unit of Legacy Comera as of the date of the Reorganization was exchanged for shares of convertible preferred stock of Legacy Comera and previously outstanding incentive units of Legacy Comera were cancelled. On January 7, 2022, Legacy Comera changed its name to Comera Life Sciences, Inc. to emphasize Comera’s vision of a compassionate new era in medicine. On May 19, 2022, in connection with the closing of the Transaction, Legacy Comera became a wholly-owned subsidiary of CLS Holdings.

Comera is a biotechnology company dedicated to promoting a compassionate new era in medicine. The Company applies a deep knowledge of formulation science and technology to transform essential biologic medicines from intravenous (“IV”) to subcutaneous (“SQ”) forms. This revolutionary technology provides patients and families with the freedom of self-injectable care, allowing them to realize the potential of these life changing therapies, and to unlock the vast potential of their own lives. To accomplish this, Comera is developing an internal portfolio of proprietary therapeutics that incorporate Comera’s innovative proprietary formulation platform, SQore™. Comera also collaborates with pharmaceutical and biotechnology companies, applying the SQore™ platform to Comera’s partners’ biologic medicines to deliver enhanced formulations that facilitate self-injectable care.

Transaction

On May 19, 2022 (the “Closing Date”), the Company consummated the acquisition of all of the issued and outstanding shares of OTR Acquisition Corp. (“OTR”) and Legacy Comera (the “Transaction”), in accordance with the Business Combination Agreement dated January 31, 2022 (as amended on May 19, 2022, the “Business Combination Agreement”) by and among the Company, Legacy Comera, OTR, CLS Sub Merger 1 Corp., a Delaware corporation, (“Comera Merger Sub”), and CLS Sub Merger 2 Corp., a Delaware corporation (“OTR Merger Sub”). Pursuant to the terms of the Business Combination Agreement, a transaction between OTR and Legacy Comera was effected through the merger of OTR Merger Sub with and into OTR, with OTR surviving the merger as a wholly-owned subsidiary of CLS Holdings, and through a merger of Comera Merger Sub with and into Legacy Comera, with Legacy Comera surviving the merger as a wholly-owned subsidiary of CLS Holdings. OTR was formed in the state of Delaware for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities.

As further described in Note 3, the Transaction was accounted for as a reverse recapitalization because CLS Holdings has been determined to be the accounting acquirer. Under the reverse recapitalization model, the Transaction was treated as CLS Holdings issuing equity for the net assets of OTR, with no goodwill or intangible assets recorded.

Unless the context otherwise requires, “Comera,” “Company,” “we,” “us,” and “our” refer to Comera Life Sciences Holdings, Inc., and its subsidiaries at and after the Closing (as defined below) and give effect to the Closing. “CLS Holdings”, “Legacy Comera” and “OTR” refer to Comera Life Sciences Holdings, Inc., Comera Life Sciences, Inc. and OTR Acquisition Corp., respectively, prior to the Closing.

Transaction and Reverse Recapitalization (Tables)

6 Months Ended

Jun. 30, 2022

Business Combinations [Abstract]

Summary of Common Stock Issued and Outstanding

The following summarizes the shares of CLS Holdings Common Stock issued and outstanding immediately following the Transaction as of May 19, 2022:


	Shares		%
Legacy Comera Stockholders		12,022,595		76	%
OTR Public Stockholders		677,987		4	%
OTR Founders		2,611,838		16	%
Maxim (1)		624,765		4	%
Total (2)		15,937,185		100	%

(1)

Represents (i) 97,561 shares of the CLS Holdings Common Stock purchased by Maxim in a private placement, (ii) 344,375 shares of the CLS Holdings Common Stock issued to Maxim by the Legacy Comera shareholders to settle Maxim’s success fee, and (iii) 182,829 shares of the CLS Holdings Common Stock issued to Maxim in exchange for a like number of shares of OTR common stock received in connection with OTR’s initial public offering.


(2)	Excludes 3,150,000 Earn-Out Shares

Summary of Net Tangible Assets Acquired and Reconciles Element of Transaction to Condensed Consolidated Statement of Cash flows and Convertible Preferred Stock , Stockholders' Deficit and Members' Capital

The following table presents the net tangible assets acquired from OTR and reconciles the elements of the Transaction to the condensed consolidated statements of cash flows and convertible preferred stock, stockholders’ deficit and members’ capital:


	Transaction
Cash	$	5,643,508
Deferred underwriting fee payable		(3,395,389	)
Derivative warrant liabilities		(2,286,379	)
Net tangible assets acquired from OTR		(38,260	)
Cash proceeds received from Maxim Private Placement		1,000,000
Gross proceeds from Transaction and Maxim Private Placement		961,740
Less: total issuance costs		(7,528,561	)
Reverse recapitalization issuance costs in excess of gross proceeds		(6,566,821	)
Add: derivative warrant liabilities assumed		2,286,379
Add: issuance of common stock to settle success fee		3,443,750
Add: issuance of Series A preferred stock to settle stock issuance costs and underwriting fees payable		4,305,389
Less: Series A preferred stock issuance costs		(161,535	)
Net cash proceeds from Transaction and Maxim Private Placement		3,307,162
Add: Series A preferred stock issuance costs		161,535
Add: reverse recapitalization issuance costs in excess of gross proceeds		6,566,821
Less: derivative warrant liabilities assumed		(2,286,379	)
Less: issuance of Series A preferred stock to settle stock issuance costs and underwriting fees payable		(4,305,389	)
Issuance of common stock in connection with the Transaction and Maxim Private Placement, net of redemptions, net tangible assets, and issuance costs	$	3,443,750

Summary of Assumption Used in Valuation of Earn-Out Shares

Assumptions used in the valuation at the Closing Date were as follows:


	Assumptions
Fair value of common stock	$	9.91
Selected volatility		90.00	%
Risk-free interest rate		2.60	%
Contractual term (years)		2.0

Convertible Preferred Stock (Tables)

6 Months Ended

Jun. 30, 2022

Temporary Equity Disclosure [Abstract]

Schedule of Convertible Preferred Stock

Convertible preferred stock consisted of the following as of June 30, 2022:


	Par Value		Shares Authorized		Shares Issued and Outstanding		Carrying Value		Liquidation Preference		Common Stock Issuable Upon Conversion
Series A Preferred Stock	$	0.0001		4,305		4,305	$	4,345,022	$	4,345,022		1,028,265

Net Loss per Share or Unit - Basic and Diluted (Tables)

6 Months Ended

Jun. 30, 2022

Earnings Per Share [Abstract]

Schedule of Potentially Dilutive Common Stock Excluded from Computation of Diluted Net Loss Per Share

The following potentially dilutive common stock or member unit equivalents, presented based on amounts outstanding at each period end, were excluded from the computation of diluted net loss per share or unit because including them would have had an anti-dilutive effect:


	Three and Six Months Ended June 30,
	2022		2021
Options to purchase common stock		1,618,441		2,275,741
Earn-Out Shares		3,150,000		—
Convertible preferred stock (as converted to common stock)		342,755		9,960,144
Warrants to purchase common stock		11,041,432		—

Schedule of Calculation of Basic and Diluted Net Loss Per Share or Unit

The following table sets forth the calculation of basic and diluted net loss per share or unit:


	Three Months Ended June 30,						Six Months Ended June 30,
	2022			2022			2021			2021
Net loss available to common stockholders or unit holders— basic and diluted	$	(9,286,436	)	$	(1,980,570	)	$	(12,165,831	)	$	(2,513,975	)
Weighted-average number of common shares or units used in computing net loss per share or unit attributable to common stockholders or unit holders—basic and diluted		8,142,383			2,909,613			4,430,401			5,861,392
Net loss per share or unit attributable to common stockholders or unit holders—basic and diluted	$	(1.14	)	$	(0.68	)	$	(2.75	)	$	(0.43	)

Basis of Presentation and Significant Accounting Policies - Additional Information (Details) - USD ($)	3 Months Ended				6 Months Ended
	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2021	Mar. 31, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021
Product Information [Line Items]
Net loss	$ 9,085,268	$ 2,879,395	$ 1,980,570	$ 533,405	$ 11,964,663	$ 2,513,975
Accumulated deficit	28,864,488				28,864,488		$ 16,899,825
Cash and cash equivalents on hand	$ 4,938,788		$ 6,924,746		$ 4,938,788	$ 6,924,746	$ 6,510,140
Private Placement Warrants
Product Information [Line Items]
Number of shares underlying warrants, Purchased	5,817,757				5,817,757
Public Warrants
Product Information [Line Items]
Number of shares underlying warrants, Purchased	5,223,675				5,223,675
Maximum
Product Information [Line Items]
Voting and non-voting common stock held by non-affiliates					$ 250,000,000.0
Annual revenue for recently completed fiscal year					100,000,000.0
Voting and non-voting common stock held by non-affiliates along with annual revenue					$ 700,000,000.0

Fair Value of Financial Assets and Liabilities (Tables)

6 Months Ended

Jun. 30, 2022

Fair Value Disclosures [Abstract]

Schedule of Fair Value Hierarchy for Liabilities, Measured at Fair Value on a Recurring Basis

The following table presents the Company’s fair value hierarchy for its liabilities, which are measured at fair value on a recurring basis as of June 30, 2022:


	Fair Value Measurements at June 30, 2022 Using:
	Level 1		Level 2		Level 3		Total
Liabilities:
Private Placement Warrants	$	—	$	831,939	$	—	$	831,939

Commitments and Contingencies

6 Months Ended

Jun. 30, 2022

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

16. Commitments and Contingencies

Leases

On March 8, 2018, the Company entered into a noncancelable operating lease agreement for office and laboratory space in Woburn, Massachusetts (the “Woburn Lease”). On March 10, 2021, the Company extended the Woburn Lease through June 30, 2024 with a monthly lease payment of $12 thousand. On March 4, 2022, the Company executed the first amendment to the Woburn Lease (the “Amendment”) which increased the size of the leased office and laboratory space with an aggregate monthly lease payment to $18 thousand, subject to annual increases beginning in November 2022 based on the consumer price index, in addition to payment of a proportional share of operating costs.

The maturities and balance sheet presentation under all non-cancelable operating leases as of June 30, 2022, are as follows:


	Operating Leases
Maturity of lease liabilities
2022 (remaining 6 months)	$	108,773
2023		217,545
2024		123,077
Total lease liabilities		449,395
Less imputed interest		(36,116	)
Present value of operating lease liability as of June 30, 2022	$	413,279
Reported as of June 30, 2022
Lease liabilities — current	$	191,400
Lease liabilities — noncurrent		221,879
	$	413,279

As the Company’s leases do not provide an implicit rate, the Company estimated its incremental borrowing rate based on the information available at each lease commencement date in determining the present value of the lease payments. The weighted-average discount rate used for leases as of June 30, 2022 is 8.0%. The weighted-average lease term as of June 30, 2022 is 2.0 years. During the six months ended June 30, 2022 and 2021 operating cash flows used for operating leases was $88 thousand and $65 thousand, respectively. During the six months ended June 30, 2022 and 2021, lease cost was $90 thousand and $68 thousand, respectively.

Amounts included in restricted cash as of June 30, 2022 and December 31, 2021 consist of cash held to collateralize a letter of credit issued as a security deposit in connection with the Company’s lease of its corporate facility and for certain credit cards.

Legal Proceedings

The Company, from time to time, may be party to litigation arising in the ordinary course of business. The Company was not subject to any material legal proceedings as of June 30, 2022, and, to the best of the Company’s knowledge, no material legal proceedings are currently pending or threatened.

Indemnification Agreements

The Company enters into standard indemnification agreements in the ordinary course of business. Pursuant to the agreements, the Company agrees to indemnify, hold harmless, and to reimburse the indemnified party for losses suffered or incurred by the indemnified party, generally the Company’s business partners, in connection with any U.S. patent or any copyright or other intellectual property infringement claim by any third-party with respect to the Company’s products. The term of these indemnification agreements is generally perpetual any time after execution of the agreement. In addition, the Company has entered into indemnification agreements with members of its board of directors and its executive officers that will require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors or officers. In addition, the Company maintains officers and directors insurance coverage. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is unlimited. Through June 30, 2022, the Company had not experienced any losses related to these indemnification agreements and no material claims were outstanding.

Other Matters

In February 2022, the Company determined it was affected by a business email compromise fraud which resulted in a diversion of the Company’s capital to unknown parties. This incident led to a loss of $136 thousand of cash for the year ended December 31, 2021 which was recorded as other expense, net in the Company’s statements of operations and comprehensive loss. During the six months ended June 30, 2022, an additional $590 thousand of cash was lost through the same incident. The Company implemented a variety of measures to further enhance its cybersecurity protections and minimize the impact of any future cyber incidents. The Company has insurance related to this event and has recovered $300 thousand of losses in total. As of and for the year ended December 31, 2021, the Company recorded a $136 thousand insurance recovery receivable within prepaid expenses and other current assets in the Company’s balance sheet and a corresponding recovery of losses which offset the loss within other expense, net in the Company’s statements of operations and comprehensive loss since the recovery of losses was considered probable. During the six months ended June 30, 2022, the Company recognized a loss of $590 thousand within other expense, net which was partially offset by the remaining $164 thousand of insurance proceeds, for a net loss of $426 thousand recognized within other expense, net.

Transaction and Reverse Recapitalization - Summary of Net Tangible Assets Acquired and Reconciles Element of Transaction to Condensed Consolidated Statement of Cash flows and Convertible Preferred Stock , Stockholders' Deficit and Members' Capital (Details) - USD ($)	3 Months Ended	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2022	Jun. 30, 2021
Business Acquisition [Line Items]
Reverse recapitalization issuance costs in excess of gross proceeds	$ 6,566,821	$ 6,566,821
Add/ Less: Series A preferred stock issuance costs			$ 7,240,002
Net cash proceeds from Transaction and Maxim Private Placement		3,307,162
Issuance of common stock in connection with the Transaction and Maxim Private Placement, net of redemptions, net tangible assets, and issuance costs	3,443,750
OTR Acquisition Corp [Member]
Business Acquisition [Line Items]
Cash	5,643,508	5,643,508
Deferred underwriting fee payable	(3,395,389)	(3,395,389)
Derivative warrant liabilities	(2,286,379)	(2,286,379)
Net tangible assets acquired from OTR	(38,260)	(38,260)
Cash proceeds received from Maxim Private Placement		1,000,000
Gross proceeds from Transaction and Maxim Private Placement		961,740
Less: total issuance costs	(7,528,561)	(7,528,561)
Reverse recapitalization issuance costs in excess of gross proceeds		6,566,821
OTR Acquisition Corp [Member] \| Cash Flow Adjustment [Member]
Business Acquisition [Line Items]
Add: derivative warrant liabilities assumed		2,286,379
Add: issuance of common stock to settle success fee		3,443,750
Add: issuance of Series A preferred stock to settle stock issuance costs and underwriting fees payable		4,305,389
Add/ Less: Series A preferred stock issuance costs		(161,535)
Net cash proceeds from Transaction and Maxim Private Placement		3,307,162
OTR Acquisition Corp [Member] \| Acquisition-related Costs [Member]
Business Acquisition [Line Items]
Derivative warrant liabilities	$ (2,286,379)	(2,286,379)
Reverse recapitalization issuance costs in excess of gross proceeds		6,566,821
Add: issuance of Series A preferred stock to settle stock issuance costs and underwriting fees payable		(4,305,389)
Add/ Less: Series A preferred stock issuance costs		161,535
Issuance of common stock in connection with the Transaction and Maxim Private Placement, net of redemptions, net tangible assets, and issuance costs		$ 3,443,750

Transaction and Reverse Recapitalization - Summary of Common Stock Issued and Outstanding (Details) - shares	Jun. 30, 2022	Dec. 31, 2021
Subsidiary, Sale of Stock [Line Items]
Common stock, shares issued	15,937,185	308,443
Common stock, shares outstanding	15,937,185	308,443
Ownership percentage	100.00%
Legacy Comera Stockholders
Subsidiary, Sale of Stock [Line Items]
Common stock, shares issued	12,022,595
Common stock, shares outstanding	12,022,595
Ownership percentage	76.00%
OTR Public Stockholders
Subsidiary, Sale of Stock [Line Items]
Common stock, shares issued	677,987
Common stock, shares outstanding	677,987
Ownership percentage	4.00%
OTR Founders
Subsidiary, Sale of Stock [Line Items]
Common stock, shares issued	2,611,838
Common stock, shares outstanding	2,611,838
Ownership percentage	16.00%
Maxim Group LLC.
Subsidiary, Sale of Stock [Line Items]
Common stock, shares issued	624,765
Common stock, shares outstanding	624,765
Ownership percentage	4.00%

Legacy Comera Convertible Preferred Stock - Additional Information (Details) - $ / shares	Jun. 30, 2022	May 18, 2022	Apr. 30, 2021
Temporary Equity [Line Items]
Convertible preferred stock, shares authorized	1,000,000
Convertible preferred stock, par value	$ 0.0001
Series A Convertible Preferred Stock
Temporary Equity [Line Items]
Convertible preferred stock, shares authorized	4,305
Convertible preferred stock, par value	$ 0.0001
Preferred stock, shares issued	4,305
Legacy Comera
Temporary Equity [Line Items]
Convertible preferred stock, shares authorized		14,051,702
Convertible preferred stock, par value		$ 0.001
Legacy Comera \| Series A Convertible Preferred Stock
Temporary Equity [Line Items]
Convertible preferred stock, shares authorized		9,429,006
Legacy Comera \| Series B Convertible Preferred Stock
Temporary Equity [Line Items]
Convertible preferred stock, shares authorized		4,622,696
Legacy Comera \| Series A-1 Preferred Stock
Temporary Equity [Line Items]
Preferred stock, shares issued			6,000,000
Legacy Comera \| Series A-2 Preferred Stock
Temporary Equity [Line Items]
Preferred stock, shares issued			1,266,667
Legacy Comera \| Series A-3 Preferred Stock
Temporary Equity [Line Items]
Preferred stock, shares issued			527,752
Legacy Comera \| Series A-4 Preferred Stock
Temporary Equity [Line Items]
Preferred stock, shares issued			1,016,669
Legacy Comera \| Series A-5 Preferred Stock
Temporary Equity [Line Items]
Preferred stock, shares issued			514,932
Legacy Comera \| Series A-6 Preferred Stock
Temporary Equity [Line Items]
Preferred stock, shares issued			102,986

Common Stock Warrants (Tables)

6 Months Ended

Jun. 30, 2022

Warrants and Rights Note Disclosure [Abstract]

Summary of Warrants Outstanding and Exercisable

The warrants were assumed as part of the Transaction and the following represents a summary of the warrants outstanding and exercisable at June 30, 2022:

Number of Shares Underlying Warrants

Description

Issue Date

Classification

Exercise Price

Expiration Date

Outstanding Shares

Exercisable Shares

Private Placement Warrants

Nov 17, 2020

Liability

11.50

May 19, 2027

5,817,757

5,817,757

Public Warrants

Nov 17, 2020

Equity

11.50

May 19, 2027

5,223,675

5,223,675

11,041,432

11,041,432

Property and Equipment, Net - Schedule of Property and Equipment, Net (Details) - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 665,388	$ 636,781
Less accumulated depreciation	(449,008)	(402,614)
Property and equipment, net	216,380	234,167
Lab Equipment
Property, Plant and Equipment [Line Items]
Property and equipment, gross	587,650	587,650
Leasehold Improvements
Property, Plant and Equipment [Line Items]
Property and equipment, gross	36,149	17,973
Computer Equipment
Property, Plant and Equipment [Line Items]
Property and equipment, gross	32,178	21,747
Other Equipment
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 9,411	$ 9,411

Common Stock Warrants - Summary of Warrants Outstanding and Exercisable (Details)	6 Months Ended
	Jun. 30, 2022 $ / shares shares
Class of Warrant or Right [Line Items]
Number of Shares Underlying Warrants, Outstanding Shares	11,041,432
Number of Shares Underlying Warrants, Exercisable Shares	11,041,432
Private Placement Warrants
Class of Warrant or Right [Line Items]
Issue Date	Nov. 17, 2020
Classification	Liability
Exercise Price \| $ / shares	$ 11.50
Expiration Date	May 19, 2027
Number of Shares Underlying Warrants, Outstanding Shares	5,817,757
Number of Shares Underlying Warrants, Exercisable Shares	5,817,757
Public Warrants
Class of Warrant or Right [Line Items]
Issue Date	Nov. 17, 2020
Classification	Equity
Exercise Price \| $ / shares	$ 11.50
Expiration Date	May 19, 2027
Number of Shares Underlying Warrants, Outstanding Shares	5,223,675
Number of Shares Underlying Warrants, Exercisable Shares	5,223,675

Statements of Convertible Preferred Stock, Stockholders' Deficit And Members' Capital (Unaudited) (Parenthetical) - USD ($)	3 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
Share issuance costs	$ 7,500,000
Series A Convertible Preferred Stock
Share issuance costs	$ 161,535
Convertible Preferred Stock
Share issuance costs		$ 60,327

Common Stock - Schedule of Common Stock Reserved for Future Issuance (Details) - shares	Jun. 30, 2022	Dec. 31, 2021
Equity [Abstract]
Exercise of outstanding stock options	1,618,441	2,689,935
Available for issuance under equity compensation plans	441,397
Exercise of outstanding common stock warrants	11,041,432
Conversion of Series A Preferred Stock	1,028,265
Common Stock, Capital Shares Reserved for Future Issuance, Total	14,129,535

Income Taxes

6 Months Ended

Jun. 30, 2022

Income Tax Disclosure [Abstract]

Income Taxes

14. Income Taxes

The Company had no income tax expense due to operating losses incurred for the three and six months ended June 30, 2022 and 2021.

Management of the Company evaluated the positive and negative evidence bearing upon the realizability of its deferred tax assets and determined that it is more likely than not that the Company will not recognize the benefits of the deferred tax assets. As a result, a full valuation allowance was recorded as of June 30, 2022.

The Company applies ASC 740, Income Taxes, for the financial statement recognition, measurement, presentation, and disclosure of uncertain tax positions taken or expected to be taken in income tax returns. Unrecognized tax benefits represent tax positions for which reserves have been established. A full valuation allowance has been provided against the Company’s deferred tax assets, so that the effect of the unrecognized tax benefits is to reduce the gross amount of the deferred tax asset and the corresponding valuation allowance. The Company has no material uncertain tax positions as of June 30, 2022. The Company has never been examined by the Internal Revenue Service, or any other jurisdiction, for any tax years and, as such, all years within the applicable statutes of limitations are potentially subject to audit.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 21
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32857-109319

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-URI https://asc.fasb.org/extlink&oid=122134291&loc=d3e330215-122817

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 17
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32809-109319

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-URI https://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 14
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32705-109319

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 270
-Section 50
-Paragraph 1
-URI https://asc.fasb.org/extlink&oid=6424409&loc=d3e44925-109338

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-URI https://asc.fasb.org/topic&trid=2144680

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 30
-Section 50
-Paragraph 2
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=6424122&loc=d3e41874-109331

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

Common Stock Warrants

6 Months Ended

Jun. 30, 2022

Warrants and Rights Note Disclosure [Abstract]

Common Stock Warrants

12. Common Stock Warrants

There were no warrants issued, exercised, or expired during the six months ended June 30, 2022.

The warrants were assumed as part of the Transaction and the following represents a summary of the warrants outstanding and exercisable at June 30, 2022:

Number of Shares Underlying Warrants

Description

Issue Date

Classification

Exercise Price

Expiration Date

Outstanding Shares

Exercisable Shares

Private Placement Warrants

Nov 17, 2020

Liability

11.50

May 19, 2027

5,817,757

5,817,757

Public Warrants

Nov 17, 2020

Equity

11.50

May 19, 2027

5,223,675

5,223,675

11,041,432

11,041,432

Public Warrants

Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants were assumed in connection with the Transaction and became exercisable on June 19, 2022.

The Public Warrants are redeemable at the option of the Company, in whole and not in part, at a price of $0.01 per underlying share, provided that the last reported sales price of the Company's common stock has been at least $18.00 per share (subject to adjustment), on each of twenty (20) trading days within the thirty (30) trading-day period ending on the third trading day prior to the date on which notice of the redemption is given.

Private Placement Warrants

The Private Placement Warrants are identical to the Public Warrants, except that (i) the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees and (ii) the Private Placement Warrants and the common stock issuable upon exercise of the Private Placement Warrants will be entitled to registration rights. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company on the same basis as the Public Warrants.

Convertible Preferred Stock - Schedule of Convertible Preferred Stock (Details)	Jun. 30, 2022 USD ($) $ / shares shares
Temporary Equity [Line Items]
Par Value \| $ / shares	$ 0.0001
Shares Authorized	1,000,000
Common Stock Issuable Upon Conversion	1,028,265
Series A Preferred Stock
Temporary Equity [Line Items]
Par Value \| $ / shares	$ 0.0001
Shares Authorized	4,305
Shares Issued	4,305
Shares Outstanding	4,305
Carrying Value \| $	$ 4,345,022
Liquidation Preference \| $	$ 4,345,022
Common Stock Issuable Upon Conversion	1,028,265

- Definition

Carrying amount, attributable to parent, of an entity's issued and outstanding stock which is not included within permanent equity. Temporary equity is a security with redemption features that are outside the control of the issuer, is not classified as an asset or liability in conformity with GAAP, and is not mandatorily redeemable. Includes any type of security that is redeemable at a fixed or determinable price or on a fixed or determinable date or dates, is redeemable at the option of the holder, or has conditions for redemption which are not solely within the control of the issuer. Includes stock with a put option held by an ESOP and stock redeemable by a holder only in the event of a change in control of the issuer.

+ References + Details

Common Stock (Additional Information) (Details) - USD ($)	6 Months Ended
	Jun. 30, 2022	Dec. 31, 2021
Subsidiary, Sale of Stock [Line Items]
Common stock, shares authorized	150,000,000	150,000,000
Common stock, par value	$ 0.0001	$ 0.0001
Each common stock entitles voting right	one vote
Cash dividends	$ 0
Private Placement \| Maxim Group LLC.
Subsidiary, Sale of Stock [Line Items]
Number of common stock sold	97,561
Proceeds from issuance of common stock	$ 1,000,000.0

Stock-Based Compensation - Summary of Grant-date Fair Value of Stock Options Granted (Details)	6 Months Ended
	Jun. 30, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions and Methodology [Abstract]
Expected option life (years)	6 years 1 month 6 days
Risk-free interest rate	3.39%
Expected volatility	57.53%

Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
Statements of Cash Flows (Unaudited) - USD ($)	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Cash flows from operating activities:
Net loss	$ (9,085,268)	$ (1,980,570)	$ (11,964,663)	$ (2,513,975)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation expense	56,739	1,024,444	99,295	1,038,322
Depreciation expense			46,394	42,768
Noncash lease expense			358	3,219
Gain on debt extinguishment				(160,588)
Change in fair value of convertible notes		76,738		76,738
Reverse recapitalization issuance costs in excess of gross proceeds	6,566,821		6,566,821
Change in fair value of derivative warrant liabilities	(1,454,440)		(1,454,440)
Changes in operating assets and liabilities:
Accounts receivable			(100,000)	109,868
Prepaid expenses and other current assets			(101,413)	(10,806)
Due from related parties			286	2,390
Accounts payable			983,634	(3,797)
Accrued expenses and other current liabilities			400,166	148,044
Security deposits			(11,000)
Deferred revenue				47,134
Net cash used in operating activities			(5,534,562)	(1,220,683)
Cash flows from investing activities:
Purchases of property and equipment			(3,453)
Net cash flows used in investing activities			(3,453)
Cash flows from financing activities:
Proceeds from issuance of preferred stock, net of offering costs				7,240,002
Net proceeds from Transaction and Maxim Private Placement			3,307,162
Proceeds from issuance of convertible notes				750,000
Proceeds from exercise of stock options			659,501
Net cash provided by financing activities			3,966,663	7,990,002
Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents, Period Increase (Decrease), Including Exchange Rate Effect, Total			(1,571,352)	6,769,319
Cash, cash equivalents and restricted cash at beginning of period			6,560,140	180,427
Cash, cash equivalents, and restricted cash at end of period	4,988,788	6,949,746	4,988,788	6,949,746
Supplemental information:
Cash and cash equivalents	4,938,788	6,924,746	4,938,788	6,924,746
Restricted cash	50,000	25,000	50,000	25,000
Total cash, cash equivalents, and restricted cash shown in statements of cash flows	$ 4,988,788	$ 6,949,746	4,988,788	6,949,746
Supplemental disclosure of noncash investing and financing activities:
Property and equipment additions included in accounts payable			25,154
Acquisition of right-of-use asset			162,634	404,625
Conversion of capital units into convertible preferred stock				10,681,040
Conversion of convertible preferred stock into common stock			20,857,453
Settlement of convertible notes for convertible preferred stock				$ 826,738
Issuance of common stock to settle stock issuance costs			3,443,750
Issuance of Series A preferred stock to settle stock issuance costs			910,000
Accretion on convertible preferred stock			201,168
Issuance of Series A preferred stock to settle underwriting fees payable assumed in Transaction			3,395,389
Derivative warrant liabilities assumed in Transaction			$ 2,286,379

Prepaid Expenses and Other Current Assets

6 Months Ended

Jun. 30, 2022

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

Prepaid Expenses and Other Current Assets

5. Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following:


	June 30, 2022		December 31, 2021
Prepaid insurance	$	291,806	$	—
Contract assets		48,998		85,018
Insurance recovery receivable		—		136,250
Other		31,257		49,380
Prepaid expenses and other current assets	$	372,061	$	270,648

Transaction and Reverse Recapitalization

6 Months Ended

Jun. 30, 2022

Business Combinations [Abstract]

Transaction and Reverse Recapitalization

3. Transaction and Reverse Recapitalization

On May 19, 2022, the Company consummated the acquisition of all of the issued and outstanding shares of OTR Acquisition Corp. and Comera Life Sciences, Inc., in accordance with the Business Combination Agreement.

Upon closing (i) Comera Merger Sub merged with and into Legacy Comera, with Legacy Comera surviving such merger as a direct wholly-owned subsidiary of CLS Holdings (the “Comera Merger”) and (ii) OTR Merger Sub merged with and into OTR, with OTR surviving such merger as a direct wholly-owned subsidiary of CLS Holdings (the “OTR Merger”). Upon the closing of the Transaction (the “Closing”), by virtue of the Comera Merger, all shares of Legacy Comera common stock, par value $0.001 per share (“Legacy Comera Common Stock”), issued and outstanding immediately prior to the Closing (including shares of Legacy Comera Common Stock issued upon conversion of Legacy Comera preferred stock immediately prior to the Closing) were canceled and converted into the right to receive shares of CLS Holdings common stock, par value $0.0001 per share (“CLS Holdings Common Stock”) and all outstanding Legacy Comera unvested stock options and Legacy Comera vested incentive stock options were converted into options to purchase shares of CLS Holdings Common Stock, all Legacy Comera vested in-the-money non-qualified stock options outstanding were net exercised for shares of Legacy Comera Common Stock and, upon the Closing as described above, those shares of Legacy Comera Common Stock were converted into the right to receive shares of CLS Holdings Common Stock.

In addition, at the Closing, CLS Holdings placed 3,150,000 shares of CLS Holdings Common Stock (the “Earn-Out Shares”) into escrow. If, at any time during the period beginning on the Closing Date and expiring at the close of business on the second anniversary of the Closing Date (the “Earn-Out Period”), the volume-weighted average price of CLS Holdings Common Stock is equal to or greater than $12.50 for any 20 trading days within a period of 30 consecutive trading days (the “Earn-Out Trigger”), then within 10 business days following the achievement of the Earn-Out Trigger, the Earn-Out Shares will be released to the holders of Legacy Comera Common Stock as of the Closing of the Transaction on a pro rata basis. If a change of control occurs during the Earn-Out Period that results in the holders of shares of CLS Holdings Common Stock receiving consideration equal to or in excess of $12.50 per share, then the Earn-Out Trigger shall be deemed to be satisfied if (i) the aggregate proceeds paid to, or in the event of an asset sale, available for distribution to, stockholders of CLS Holdings in such change of control transaction divided by (ii) (a) the number of outstanding shares of CLS Holdings Common Stock immediately prior to the consummation of such change of control transaction plus (b) Earn-Out Shares, is equal to or exceeds $12.50.

Upon the Closing, by virtue of the OTR Merger, all shares of common stock of OTR issued and outstanding immediately prior to the Closing were converted on a one-to-one basis into the right to receive shares of CLS Holdings Common Stock and all warrants of OTR outstanding were converted into warrants to purchase shares of CLS Holdings Common Stock. Holders of OTR Common Stock included in the units sold in the initial public offering of OTR were entitled to exercise redemption rights in connection with the Transaction. Holders of 9,769,363 shares of OTR Common Stock exercised their right to have their shares redeemed which resulted in the issuance of 3,472,654 shares in the Transaction to the former stockholders of OTR.

In connection with the Transaction, CLS Holdings, Legacy Comera, OTR and Maxim Group LLC (“Maxim”) entered into a Settlement and Release Agreement (“Settlement Agreement”) pursuant to which CLS Holdings, Comera, OTR and Maxim agreed, among other things that (1) all deferred underwriting fees owed to Maxim pursuant to the underwriting agreement between OTR and Maxim dated November 17, 2020 (the “Underwriting Agreement”) would be satisfied by the issuance by CLS Holdings to Maxim of 3,395 shares of CLS Holdings Series A Convertible Perpetual Preferred Stock, par value $0.0001 per share (“Series A Preferred Stock”) equal in value to $3.4 million; (2) Maxim would waive its right of first refusal contained in the Underwriting Agreement to act for OTR, or any successor, in future public and private offerings; (3) certain fees owed to Maxim under the advisory agreement between Legacy Comera and Maxim, dated October 13, 2020, as amended on August 16, 2021 and January 25, 2022 (the “Comera Advisory Agreement”) would be satisfied by the issuance by CLS Holdings to Maxim of 910 shares of Series A Preferred Stock equal in value to $910 thousand; (4) Maxim would invest $1.0 million in a private placement of CLS Holdings Common Stock (the “Maxim Private Placement”) at a value of $10.25 per share for 97,561 shares, which shares would receive certain registration rights under a separate registration rights agreement (the “Maxim Registration Rights Agreement”), (5) the shares of CLS Holdings Common Stock issued to Maxim as a success fee for the Transaction under the Comera Advisory Agreement which were previously registered, would be unrestricted and freely tradable; and (6) certain of Maxim’s rights to fees for transactions and financings consummated after the Transaction would be limited to transactions and financings with four specified counterparties previously introduced by Maxim.

The following summarizes the shares of CLS Holdings Common Stock issued and outstanding immediately following the Transaction as of May 19, 2022:


	Shares		%
Legacy Comera Stockholders		12,022,595		76	%
OTR Public Stockholders		677,987		4	%
OTR Founders		2,611,838		16	%
Maxim (1)		624,765		4	%
Total (2)		15,937,185		100	%

(1)

Represents (i) 97,561 shares of the CLS Holdings Common Stock purchased by Maxim in a private placement, (ii) 344,375 shares of the CLS Holdings Common Stock issued to Maxim by the Legacy Comera shareholders to settle Maxim’s success fee, and (iii) 182,829 shares of the CLS Holdings Common Stock issued to Maxim in exchange for a like number of shares of OTR common stock received in connection with OTR’s initial public offering.


(2)	Excludes 3,150,000 Earn-Out Shares


	Transaction
Cash	$	5,643,508
Deferred underwriting fee payable		(3,395,389	)
Derivative warrant liabilities		(2,286,379	)
Net tangible assets acquired from OTR		(38,260	)
Cash proceeds received from Maxim Private Placement		1,000,000
Gross proceeds from Transaction and Maxim Private Placement		961,740
Less: total issuance costs		(7,528,561	)
Reverse recapitalization issuance costs in excess of gross proceeds		(6,566,821	)
Add: derivative warrant liabilities assumed		2,286,379
Add: issuance of common stock to settle success fee		3,443,750
Add: issuance of Series A preferred stock to settle stock issuance costs and underwriting fees payable		4,305,389
Less: Series A preferred stock issuance costs		(161,535	)
Net cash proceeds from Transaction and Maxim Private Placement		3,307,162
Add: Series A preferred stock issuance costs		161,535
Add: reverse recapitalization issuance costs in excess of gross proceeds		6,566,821
Less: derivative warrant liabilities assumed		(2,286,379	)
Less: issuance of Series A preferred stock to settle stock issuance costs and underwriting fees payable		(4,305,389	)
Issuance of common stock in connection with the Transaction and Maxim Private Placement, net of redemptions, net tangible assets, and issuance costs	$	3,443,750

The Transaction was accounted for as a reverse recapitalization because CLS Holdings has been determined to be the accounting acquirer. Under the reverse recapitalization model, the Transaction was treated as CLS Holdings issuing equity for the net assets of OTR, with no goodwill or intangible assets recorded. All outstanding common stock instruments, prior to the Transaction, have been retroactively adjusted to share amounts reflecting the Company’s current capital structure, including adjustments based on the Exchange Ratio. Accordingly, certain amounts have been reclassified and retroactively adjusted to reflect the reverse recapitalization pursuant to the Transaction for all periods presented within the condensed consolidated balance sheets and statements of convertible preferred stock, stockholders’ deficit and members’ capital.

Earn-Out Shares

The estimated fair value of the Earn-Out Shares at the Closing Date was approximately $8.63 per share, or $27.2 million in the aggregate. If the Earn-Out Trigger is not achieved for the two-year period following the Closing Date, the Earn-Out Shares will be cancelled and returned to treasury. The contingent obligation to issue Earn-Out Shares to Legacy Comera stockholders is considered indexed to the Company’s own stock and meets the equity classification under ASC 815.

While the Earn-Out Shares are legally issued and placed into escrow, they are not considered outstanding for accounting purposes until resolution of the earn-out contingency.

The estimated acquisition-date fair value of the Earn-Out Shares was determined using a Monte Carlo simulation valuation model using a distribution of potential outcomes on a weekly basis over the Earn-Out Period using the most reliable information available. Assumptions used in the valuation at the Closing Date were as follows:


	Assumptions
Fair value of common stock	$	9.91
Selected volatility		90.00	%
Risk-free interest rate		2.60	%
Contractual term (years)		2.0

Transaction Costs

In connection with the Transaction, the Company incurred direct and incremental costs of approximately $7.5 million related to the equity issuance, including $4.4 million of noncash expenses related to common stock and Series A Preferred Stock issued to Maxim, consisting primarily of investment banking and other professional fees. The costs related to the equity issuance were recorded to additional paid-in capital as a reduction of gross proceeds from the Transaction and Maxim Private Placement. The costs related to the equity issuance which exceeded gross proceeds received from the Transaction and Maxim Private Placement were recognized as a loss within other expense, net in the amount of $6.6 million for the three and six months ended June 30, 2022.

The Company incurred approximately $1.5 million of expenses primarily related to advisory, legal, and accounting fees in conjunction with the Transaction, which were recorded in general and administrative expenses in the condensed consolidated statements of operations and comprehensive loss for the three and six months ended June 30, 2022.

Stock-Based Compensation - Summary of Stock Option Activity (Details) $ / shares in Units, $ in Thousands	6 Months Ended
	Jun. 30, 2022 USD ($) $ / shares shares
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding [Roll Forward]
Number of options, Outstanding beginning balance \| shares	2,689,935
Number of options, Granted \| shares	450,000
Number of options, Exercised \| shares	(1,385,310)
Number of options, Cancelled or forfeited \| shares	(136,184)
Number of options, Outstanding ending balance \| shares	1,618,441
Number of options, Exercisable \| shares	246,128
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract]
Weighted-average exercise price, Outstanding beginning balance \| $ / shares	$ 0.59
Weighted-average exercise price, Granted \| $ / shares	3.72
Weighted-average exercise price, Exercised \| $ / shares	0.59
Weighted-average exercise price, Cancelled or forfeited \| $ / shares	0.59
Weighted-average exercise price, Outstanding ending balance \| $ / shares	1.10
Weighted-average exercise price, Exercisable \| $ / shares	$ 0.59
Share Based Compensation Arrangement By Share Based Payment Award Options Weighted Average Remaining Contractual Term [Abstract]
Weighted-average remaining contractual term (years), Outstanding	9 years 3 months 18 days
Weighted-average remaining contractual term (years), Exercisable	8 years 10 months 24 days
Share Based Compensation Arrangement By Share Based Payment Award Options Aggregate Intrinsic Value [Abstract]
Aggregate intrinsic value, Outstanding beginning balance \| $	$ 5,514
Aggregate intrinsic value, Outstanding ending balance \| $	2,487
Aggregate intrinsic value, Exercisable \| $	$ 505

Stock-Based Compensation

6 Months Ended

Jun. 30, 2022

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

Stock-Based Compensation

11. Stock-Based Compensation

2014 Restricted Unit Plan

On March 4, 2014, Legacy Comera established the 2014 Restricted Unit Plan (the “2014 Plan”). A total of 2,500,000 incentive units were authorized as part of the 2014 Plan, under which participants would receive membership interests in Legacy Comera. The 2014 Plan was extinguished on April 30, 2021 as a result of the Reorganization.

2021 Stock Option and Grant Plan

On April 30, 2021, Legacy Comera established the 2021 Stock Option and Grant Plan (the “2021 Plan”), which provided for the grant of incentive stock options, non-statutory stock options, restricted stock awards, unrestricted stock awards and restricted stock units. In connection with the closing of the Transaction, option awards outstanding under the 2021 Plan were exchanged for options to purchase shares of CLS Holdings Common Stock (the “Exchanged Options”), with proportional adjustments to the number of shares underlying the options and the exercise price of the options approved by the compensation committee and board of directors of Legacy Comera. Other than with respect to the exercise price and the number of shares of CLS Holdings Common Stock underlying the Exchanged Options, the Exchanged Options remain subject to the terms and conditions of the Legacy Comera option awards issued pursuant to the 2021 Plan. The Exchanged Options are outstanding under and count against the number of shares reserved for issuance pursuant to the 2022 Equity and Incentive Plan (the “2022 Plan”). Following the closing of the Transaction, no additional awards may be granted under the 2021 Plan.

As of June 30, 2022, there are 1,168,441 Exchanged Options outstanding which are potentially exercisable for 1,168,441 shares of CLS Holdings Common Stock at a weighted-average exercise price of $0.59 per share.

2022 Equity and Incentive Plan

On May 10, 2022, the Company established the 2022 Plan, which provides for the grant of incentive stock options, non-statutory stock options, restricted stock awards, unrestricted stock awards, restricted stock units, stock appreciation rights, cash awards and dividend equivalent rights. Incentive stock options may be granted only to the Company’s employees, including officers. Non-statutory options, restricted stock awards, unrestricted stock awards, restricted stock units, stock appreciation rights, cash awards and dividend equivalent rights may be granted to employees, directors, consultants and key persons of the Company.

The total number of common shares authorized to be issued under the 2022 Plan was 2,059,838. The share pool will automatically increase on January 1 of each year by four percent of the number of shares of Stock outstanding on the immediately preceding December 31, or such lesser number of shares as approved by the board of directors. As of June 30, 2022, there were 1,618,441 options outstanding with a weighted-average exercise price of $1.46 and 441,397 shares available for future grants under the 2022 Plan.

Shares underlying awards that are forfeited, cancelled, reacquired by the Company prior to vesting, satisfied without the issuance of common stock, or are otherwise terminated under the 2022 Plan without having been fully exercised (including the Exchanged Options) will be available for future awards.

Stock Option Valuation

The assumptions that the Company used to determine the grant-date fair value of stock options granted were as follows, presented on a weighted-average basis:


	Six Months Ended June 30, 2022
Expected option life (years)		6.1
Risk-free interest rate		3.39	%
Expected volatility		57.53	%
Expected dividend yield		—	%

Stock Option Activity

The following table summarizes the Company’s stock option activity for the six months ended June 30, 2022:


	Number of Options			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (Years)		Aggregate Intrinsic Value (in thousands)
Outstanding as of December 31, 2021		2,689,935		$	0.59			$	5,514
Granted		450,000			3.72
Exercised		(1,385,310	)		0.59
Cancelled or forfeited		(136,184	)		0.59
Outstanding as of June 30, 2022		1,618,441		$	1.10		9.3	$	2,487
Exercisable as of June 30, 2022		246,128		$	0.59		8.9	$	505

The aggregate intrinsic value of stock options is calculated as the difference between the exercise price of the underlying stock options and the estimated fair value of the Company’s common stock for those stock options that had exercise prices lower than the estimated fair value of the Company’s common stock as of June 30, 2022.

The weighted-average grant date fair value of options granted during the six months ended June 30, 2022 and 2021 was $2.12 and $0.40, respectively.

As of June 30, 2022, total unrecognized compensation cost related to the unvested stock options was $1.4 million, which is expected to be recognized over a weighted-average period of 3.7 years.

Stock-Based Compensation

Stock-based compensation expense was allocated as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Cost of revenue	$	511	$	18,749	$	925	$	19,082
Research and development		2,212		380,303		6,010		389,066
General and administrative		54,016		625,392		92,360		630,174
Total stock-based compensation	$	56,739	$	1,024,444	$	99,295	$	1,038,322

Commitments and Contingencies - Additional Information (Details) - USD ($)			1 Months Ended	6 Months Ended		12 Months Ended
	Mar. 04, 2022	Mar. 10, 2021	Jun. 30, 2022	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021
Loss Contingencies [Line Items]
Operating lease, weighted average discount rate			8.00%	8.00%
Operating lease, weighted average lease term			2 years	2 years
Operating cash flows used for operating leases				$ 88,000	$ 65,000
Lease cost				$ 90,000	$ 68,000
Losses on indemnification agreement			$ 0
Insurance recovery receivable						$ 136,250
Woburn, Massachusetts
Loss Contingencies [Line Items]
Lessee, operating lease, option to extend				On March 10, 2021, the Company extended the Woburn Lease through June 30, 2024 with a monthly lease payment of $12 thousand.
Lessee, operating lease, existence of option to extend [true false]		true
Lease expiration date		Jun. 30, 2024
Payments for rent	$ 18,000	$ 12,000
Business Email Compromise Fraud
Loss Contingencies [Line Items]
Business email compromise fraud losses, period of occurrence				In February 2022, the Company determined it was affected by a business email compromise fraud which resulted in a diversion of the Company’s capital to unknown parties.
Loss on business email compromise fraud				$ 590,000		136,000
Insurance recovered				300,000		136,000
Insurance recovery receivable						$ 136,000
Remaining insurance proceeds				164,000
Business email compromise fraud, net loss				$ 426,000

Stock-Based Compensation (Tables)

6 Months Ended

Jun. 30, 2022

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

Summary of Grant-date Fair Value of Stock Options Granted

The assumptions that the Company used to determine the grant-date fair value of stock options granted were as follows, presented on a weighted-average basis:


	Six Months Ended June 30, 2022
Expected option life (years)		6.1
Risk-free interest rate		3.39	%
Expected volatility		57.53	%
Expected dividend yield		—	%

Summary of Stock Option Activity

The following table summarizes the Company’s stock option activity for the six months ended June 30, 2022:


	Number of Options			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (Years)		Aggregate Intrinsic Value (in thousands)
Outstanding as of December 31, 2021		2,689,935		$	0.59			$	5,514
Granted		450,000			3.72
Exercised		(1,385,310	)		0.59
Cancelled or forfeited		(136,184	)		0.59
Outstanding as of June 30, 2022		1,618,441		$	1.10		9.3	$	2,487
Exercisable as of June 30, 2022		246,128		$	0.59		8.9	$	505

Summary of Stock-based Compensation Expense

Stock-based compensation expense was allocated as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Cost of revenue	$	511	$	18,749	$	925	$	19,082
Research and development		2,212		380,303		6,010		389,066
General and administrative		54,016		625,392		92,360		630,174
Total stock-based compensation	$	56,739	$	1,024,444	$	99,295	$	1,038,322

Accrued Expenses and Other Current Liabilities - Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Payables and Accruals [Abstract]
Professional fees	$ 571,761	$ 123,756
Accrued bonus	216,959	349,000
Accrued vacation	26,006	25,945
Other	92,051	7,910
Accrued expenses and other current liabilities	$ 906,777	$ 506,611

Common Stock (Tables)

6 Months Ended

Jun. 30, 2022

Stockholders' Equity Note [Abstract]

Schedule of common stock reserved for future issuance

As of June 30, 2022, the Company has reserved the following shares of common stock for future issuance:


Exercise of outstanding stock options			1,618,441
Available for issuance under equity compensation plans			441,397
Exercise of outstanding common stock warrants			11,041,432
Conversion of Series A Preferred Stock			1,028,265
Total shares of authorized common stock reserved for future issuance			14,129,535

Prepaid Expenses and Other Current Assets - Summary of Prepaid Expenses and Other Current Assets (Details) - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Prepaid insurance	$ 291,806
Contract assets	48,998	$ 85,018
Insurance recovery receivable		136,250
Other	31,257	49,380
Prepaid expenses and other current assets	$ 372,061	$ 270,648

Statements of Operations and Comprehensive Loss (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Income Statement [Abstract]
Revenue	$ 146,726	$ 70,917	$ 242,060	$ 158,731
Cost of revenue	54,543	57,567	99,067	73,709
Operating expenses:
Research and development	368,553	679,635	855,770	998,709
General and administrative	3,696,517	1,237,547	5,712,762	1,684,138
Total operating expenses	4,065,070	1,917,182	6,568,532	2,682,847
Loss from operations	(3,972,887)	(1,903,832)	(6,425,539)	(2,597,825)
Other income (expense), net:
Change in fair value of derivative warrant liabilities	1,454,440		1,454,440
Reverse recapitalization issuance costs in excess of gross proceeds	(6,566,821)		(6,566,821)
Gain on debt extinguishment				160,588
Change in fair value of convertible notes		(76,738)		(76,738)
Interest expense			(77)
Other expense, net			(426,666)
Total other income (expense), net	(5,112,381)	(76,738)	(5,539,124)	83,850
Net loss and comprehensive loss	(9,085,268)	(1,980,570)	(11,964,663)	(2,513,975)
Less: accretion of convertible preferred stock to redemption value	(201,168)		(201,168)
Net loss attributable to common stockholders or unit holders	$ (9,286,436)	$ (1,980,570)	$ (12,165,831)	$ (2,513,975)
Net loss per share or unit attributable to common stockholders or unit holders-basic	$ (1.14)	$ (0.68)	$ (2.75)	$ (0.43)
Net loss per share or unit attributable to common stockholders or unit holders-diluted	$ (1.14)	$ (0.68)	$ (2.75)	$ (0.43)
Weighted-average number of common shares or units used in computing net loss per share or unit attributable to common stockholders or unit holders - basic	8,142,383	2,909,613	4,430,401	5,861,392
Weighted-average number of common shares or units used in computing net loss per share or unit attributable to common stockholders or unit holders - diluted	8,142,383	2,909,613	4,430,401	5,861,392

Property and Equipment, Net (Tables)

6 Months Ended

Jun. 30, 2022

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment, Net

Property and equipment, net consisted of the following:


	June 30, 2022			December 31, 2021
Lab equipment	$	587,650		$	587,650
Leasehold improvements		36,149			17,973
Computer equipment		32,178			21,747
Other equipment		9,411			9,411
		665,388			636,781
Less accumulated depreciation		(449,008	)		(402,614	)
Property and equipment, net	$	216,380		$	234,167

Prepaid Expenses and Other Current Assets (Tables)

6 Months Ended

Jun. 30, 2022

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

Summary of Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following:


	June 30, 2022		December 31, 2021
Prepaid insurance	$	291,806	$	—
Contract assets		48,998		85,018
Insurance recovery receivable		—		136,250
Other		31,257		49,380
Prepaid expenses and other current assets	$	372,061	$	270,648

Net Loss per Share or Unit - Basic and Diluted

6 Months Ended

Jun. 30, 2022

Earnings Per Share [Abstract]

Net Loss per Share or Unit - Basic and Diluted

15. Net Loss per Share or Unit – Basic and Diluted

For the three and six months ended June 30, 2022 and 2021, basic net loss per share or unit was computed by dividing the net loss attributable to common stockholders or unit holders by the weighted average number of common shares or units outstanding. Prior to April 30, 2021, undistributed losses were allocated equally to each class of member units, including vested incentive units, since they shared equally in the residual net assets of Legacy Comera upon liquidation, subject to their different distribution participation rights. Subsequent to April 30, 2021, undistributed losses were allocated entirely to common stockholders since neither the convertible preferred stock nor the contingently returnable Earn-Out Shares are required to share in the losses of the Company.

As the Transaction has been accounted for as a reverse recapitalization, the share or units and net loss per share or unit, prior to the Transaction, have been retroactively adjusted to amounts reflecting the Exchange Ratio established in the Transaction.

For the three and six months ended June 30, 2022 and 2021, diluted net loss per share or unit is the same as basic net loss per share or unit since the effect of considering unvested incentive units, options to purchase common stock, warrants to purchase common stock, Earn-Out Shares, and convertible preferred stock in the calculation would be anti-dilutive.


	Three and Six Months Ended June 30,
	2022		2021
Options to purchase common stock		1,618,441		2,275,741
Earn-Out Shares		3,150,000		—
Convertible preferred stock (as converted to common stock)		342,755		9,960,144
Warrants to purchase common stock		11,041,432		—

The following table sets forth the calculation of basic and diluted net loss per share or unit:


	Three Months Ended June 30,						Six Months Ended June 30,
	2022			2022			2021			2021
Net loss available to common stockholders or unit holders— basic and diluted	$	(9,286,436	)	$	(1,980,570	)	$	(12,165,831	)	$	(2,513,975	)
Weighted-average number of common shares or units used in computing net loss per share or unit attributable to common stockholders or unit holders—basic and diluted		8,142,383			2,909,613			4,430,401			5,861,392
Net loss per share or unit attributable to common stockholders or unit holders—basic and diluted	$	(1.14	)	$	(0.68	)	$	(2.75	)	$	(0.43	)

Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Jun. 30, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	150,000,000	150,000,000
Common Stock, Shares, Issued	15,937,185	308,443
Common Stock, Shares, Outstanding	15,937,185	308,443

Transaction and Reverse Recapitalization - Summary of Common Stock Issued and Outstanding (Parenthetical) (Details) - shares		6 Months Ended
	Oct. 13, 2020	Jun. 30, 2022	May 19, 2022
Subsidiary, Sale of Stock [Line Items]
Number of shares placed into escrow		3,150,000	3,150,000
Maxim Group LLC.
Subsidiary, Sale of Stock [Line Items]
Common stock issued for services		344,375
Common stock issued upon conversion		182,829
Maxim Group LLC. \| Private Placement
Subsidiary, Sale of Stock [Line Items]
Maxim private placement, shares	97,561	97,561

Convertible Preferred Stock

6 Months Ended

Jun. 30, 2022

Temporary Equity Disclosure [Abstract]

Convertible Preferred Stock

9. Convertible Preferred Stock

As of June 30, 2022, the Company’s amended and restated certificate of incorporation (the “Articles”) provides for a class of authorized stock known as preferred stock, consisting of 1,000,000 shares, $0.0001 par value per share, issuable from time to time in one or more series. In connection with the Transaction, a certificate of designation was filed to designate and authorize the issuance of up to 4,305 shares of Series A Preferred Stock.

Convertible preferred stock consisted of the following as of June 30, 2022:


	Par Value		Shares Authorized		Shares Issued and Outstanding		Carrying Value		Liquidation Preference		Common Stock Issuable Upon Conversion
Series A Preferred Stock	$	0.0001		4,305		4,305	$	4,345,022	$	4,345,022		1,028,265

In May 2022, the Company issued 4,305 shares of Series A Preferred Stock. The Series A Preferred Stock was issued in connection with the Transaction and the Settlement Agreement (Note 3) in settlement of $4.3 million of advisory fees owed to Maxim with an original purchase price of $1,000 per share (the “Series A Original Purchase Price”). The Company incurred $162 thousand of issuance costs in connection with the Series A Preferred Stock.

As of June 30, 2022, the holders of the Series A Preferred Stock have the following rights and preferences:

Voting Rights—

The holders of the Series A Preferred Stock are entitled to vote, together with the holders of common stock, on all matters submitted to the stockholders for a vote and are entitled to the number of votes equal to the number of whole shares of common stock into which such holders of preferred stock could convert on the record date for determination of stockholders entitled to vote. Except for the actions requiring the approval or consent of the holders of preferred stock, the holders of preferred stock shall vote together with the holders of common stock and vote as a single class.

Dividends—

The holders of Series A Preferred Stock shall be entitled to receive, prior and in preference to the declaration or payment of any dividend on any other currently-outstanding capital stock, dividends when, as and if declared by the Board of Directors, payable quarterly on January 1, April 1, July 1 and October 1 of each calendar year (each date a “Series A Quarterly Dividend Payment Date”), commencing on and including July 1, 2022, which dividends shall be paid in cash at a rate of 8.0% per annum on the Series A Original Purchase Price for the first six Series A Quarterly Dividend Payment Dates, which shall increase by 2% per annum from and after each successive Series A Quarterly Dividend Payment Date, up to a maximum of 18%. Such dividends shall cumulate quarterly at the Series A Dividend Rate if not declared and paid on a Series A Quarterly Dividend Payment Date. As of June 30, 2022, no cash dividends have been declared or paid.

Liquidation Rights—

In the event of any voluntary or involuntary liquidation event, dissolution, winding up of the Company or upon the occurrence of certain events considered to be deemed liquidation events, each holder of the then outstanding Series A Preferred Stock will be entitled to receive a preferential payment, prior and in preference to any distributions to the holders of the common stock. After payments have been made in full to the holders of the Series A Preferred Stock, then, to the extent available, the remaining amounts will be distributed among the holders of the common stock, pro rata based on the number of shares of common stock held by each holder.

Conversion—

Each share of preferred stock is convertible into common stock, at any time, at the option of the holder, and without the payment of additional consideration, determined by dividing the Series A Original Issuance Price by $12.56 (as may be adjusted for stock splits, dilutive issuances and the like, the “Series A Conversion Price”); provided, however, in no event shall outstanding shares of Series A Preferred Stock be converted into more than 19.99% of the outstanding shares of common stock. The Company shall at all times reserve and keep available out of its authorized but unissued shares of common stock to effect the conversion of three hundred percent (300%) of all shares of Series A Preferred Stock then outstanding.

The Company evaluated its preferred stock and determined that its Series A Preferred Stock is considered an equity host. In making this determination, the Company’s analysis followed the whole instrument approach which compares an individual feature against the entire preferred stock instrument which includes that feature. The Company’s analysis was based on a consideration of the economic characteristics and risks of the preferred stock. More specifically, the Company evaluated all of the stated and implied substantive terms and features, including: (1) whether the preferred stock included redemption features, (2) how and when any redemption features could be exercised, (3) whether the holders of preferred stock were entitled to dividends, (4) the voting rights of the preferred stock and (5) the existence and nature of any conversion rights. As a result of the Company’s conclusion that the preferred stock represents an equity host, the conversion feature for the Series A Preferred Stock is considered to be clearly and closely related to the preferred stock host instrument. Accordingly, the conversion feature for Series A Preferred Stock is not considered an embedded derivative that requires bifurcation.

Redemption—

The preferred stock is redeemable upon the occurrence of certain deemed liquidation events, as discussed above. In addition, the Company, may at any time, redeem the whole or any part of the outstanding Series A Preferred Stock at a redemption price of $1,000 per share, subject to adjustment, plus all accumulated and unpaid dividends (the “Series A Redemption Price”). Further, if the Company closes on the issuance or sale of common stock or equivalents, including, without limitation, pursuant to an equity line of credit facility, a registered offering, a private investment in public equity or otherwise, resulting in net proceeds to the Company of at least $5,000,000, each holder of Series A Preferred Stock shall have the right to cause the Company to apply up to 30% of the aggregate proceeds from such issuance or sale, to the redemption of any or all of such holder’s Series A Preferred Stock at the Series A Redemption Price.

As the preferred stock is considered to be contingently redeemable, the preferred stock has been classified outside of permanent equity. Since the contingent redemption is considered probable, the Series A Preferred Stock will be accreted to its redemption value at each reporting date. The Company recorded accretion of $201 thousand during the three and six months ended June 30, 2022, which is considered a deemed dividend.

Income Taxes (Additional Information) (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Income Tax Disclosure [Abstract]
Income tax expense	$ 0	$ 0	$ 0	$ 0

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

Property and Equipment, Net

6 Months Ended

Jun. 30, 2022

Property, Plant and Equipment [Abstract]

Property and Equipment, Net

6. Property and Equipment, Net

Property and equipment, net consisted of the following:


	June 30, 2022			December 31, 2021
Lab equipment	$	587,650		$	587,650
Leasehold improvements		36,149			17,973
Computer equipment		32,178			21,747
Other equipment		9,411			9,411
		665,388			636,781
Less accumulated depreciation		(449,008	)		(402,614	)
Property and equipment, net	$	216,380		$	234,167

Depreciation expense for the six months ended June 30, 2022 and 2021 was $46 thousand and $43 thousand, respectively.

Document and Entity Information - shares	6 Months Ended
Document and Entity Information - shares	Jun. 30, 2022	Aug. 12, 2022
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 30, 2022
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q2
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	1-41403
Entity Registrant Name	Comera Life Sciences Holdings, Inc.
Entity Central Index Key	0001907685
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	87-4706968
Entity Address, Address Line One	12 Gill Street
Entity Address, Address Line Two	Suite 4650
Entity Address, City or Town	Woburn
Entity Address, Postal Zip Code	01801
Entity Address, State or Province	MA
City Area Code	617
Local Phone Number	871-2101
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity Common Stock, Shares Outstanding		19,087,185
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Bankruptcy Proceedings, Reporting Current	true
Common Stock
Document Information [Line Items]
Title of 12(b) Security	Common Stock
Trading Symbol	CMRA
Security Exchange Name	NASDAQ
Warrants
Document Information [Line Items]
Title of 12(b) Security	Warrants
Trading Symbol	CMRAW
Security Exchange Name	NASDAQ

Convertible Preferred Stock - Additional Information (Details) - USD ($)	1 Months Ended	3 Months Ended	6 Months Ended
	May 31, 2022	Jun. 30, 2022	Jun. 30, 2022
Temporary Equity [Line Items]
Convertible preferred stock, shares authorized		1,000,000	1,000,000
Convertible preferred stock, par value		$ 0.0001	$ 0.0001
Accretion of preferred stock considered as deemed dividend		$ 201,000	$ 201,000
Minimum
Temporary Equity [Line Items]
Proceeds from issuance of common stock			$ 5,000,000
Series A Preferred Stock
Temporary Equity [Line Items]
Convertible preferred stock, shares authorized		4,305	4,305
Convertible preferred stock, par value		$ 0.0001	$ 0.0001
Convertible preferred stock, shares issued		4,305
Voting rights, description			The holders of the Series A Preferred Stock are entitled to vote, together with the holders of common stock, on all matters submitted to the stockholders for a vote and are entitled to the number of votes equal to the number of whole shares of common stock into which such holders of preferred stock could convert on the record date for determination of stockholders entitled to vote. Except for the actions requiring the approval or consent of the holders of preferred stock, the holders of preferred stock shall vote together with the holders of common stock and vote as a single class
Dividend payment terms, description			The holders of Series A Preferred Stock shall be entitled to receive, prior and in preference to the declaration or payment of any dividend on any other currently-outstanding capital stock, dividends when, as and if declared by the Board of Directors, payable quarterly on January 1, April 1, July 1 and October 1 of each calendar year (each date a “Series A Quarterly Dividend Payment Date”), commencing on and including July 1, 2022, which dividends shall be paid in cash at a rate of 8.0% per annum on the Series A Original Purchase Price for the first six Series A Quarterly Dividend Payment Dates, which shall increase by 2% per annum from and after each successive Series A Quarterly Dividend Payment Date, up to a maximum of 18%.
Percentage of increase in dividend rate per annum			2.00%
Cash dividends declared or paid			$ 0
Description of conversion terms			Each share of preferred stock is convertible into common stock, at any time, at the option of the holder, and without the payment of additional consideration, determined by dividing the Series A Original Issuance Price by $12.56 (as may be adjusted for stock splits, dilutive issuances and the like, the “Series A Conversion Price”); provided, however, in no event shall outstanding shares of Series A Preferred Stock be converted into more than 19.99% of the outstanding shares of common stock. The Company shall at all times reserve and keep available out of its authorized but unissued shares of common stock to effect the conversion of three hundred percent (300%) of all shares of Series A Preferred Stock then outstanding.
Preferred stock, conversion price		$ 12.56	$ 12.56
Maximum percentage of outstanding shares of common stock convertible			19.99%
Maximum percentage of reserve available of authorized but unissued shares of common stock to effect the conversion			300.00%
Redemption price		$ 1,000	$ 1,000
Percentage of right on aggregate proceeds		30.00%	30.00%
Series A Preferred Stock \| First Six Series A Quarterly Dividend Payment Dates
Temporary Equity [Line Items]
Dividends rate			8.00%
Series A Preferred Stock \| Maximum
Temporary Equity [Line Items]
Dividends rate			18.00%
Series A Preferred Stock \| Transaction and Settlement Agreement
Temporary Equity [Line Items]
Convertible preferred stock, shares issued	4,305
Original purchase price	$ 1,000
Issuance costs for convertible preferred stock	$ 162,000
Series A Preferred Stock \| Transaction and Settlement Agreement \| Maxim Group LLC.
Temporary Equity [Line Items]
Advisory fees	$ 4,300,000

Stock-Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021	Mar. 04, 2014
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares, exercisable	246,128
Shares exercisable, weighted-average exercise price	$ 0.59
Additional awards granted	450,000
Number of options outstanding	1,618,441		2,689,935
Options outstanding, weighted-average exercise price	$ 1.10		$ 0.59
Shares available for future grant	441,397
Weighted-average grant date fair value of options granted	$ 2.12	$ 0.40
Unrecognized compensation cost	$ 1.4
Unrecognized compensation cost related to non-vested awards, expected period	3 years 8 months 12 days
2014 Restricted Unit Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares authorized for issuance				2,500,000
Restricted unit plan, extinguished date	Apr. 30, 2021
2021 Stock option and Grant Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares, exercisable	1,168,441
Shares exercisable, weighted-average exercise price	$ 0.59
Number of options outstanding	1,168,441
2022 Equity and Incentive Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares authorized for issuance	2,059,838
Percentage of increase in shares of stock outstanding	4.00%
Number of options outstanding	1,618,441
Options outstanding, weighted-average exercise price	$ 1.46
Shares available for future grant	441,397

Transaction and Reverse Recapitalization - Summary of Assumption Used in Valuation of Earn-Out Shares (Details)	Jun. 30, 2022
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Earn-Out Shares measurement input	9.91
Selected Volatility
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Earn-Out Shares measurement input	90.00
Risk-free Interest Rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Earn-Out Shares measurement input	2.60
Contractual Term (Years)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Earn-Out Shares measurement input	2.0

Commitments and Contingencies (Tables)

6 Months Ended

Jun. 30, 2022

Commitments and Contingencies Disclosure [Abstract]

Summary of Maturities and Balance Sheet Presentation Under All Non-cancelable Operating Leases

The maturities and balance sheet presentation under all non-cancelable operating leases as of June 30, 2022, are as follows:


	Operating Leases
Maturity of lease liabilities
2022 (remaining 6 months)	$	108,773
2023		217,545
2024		123,077
Total lease liabilities		449,395
Less imputed interest		(36,116	)
Present value of operating lease liability as of June 30, 2022	$	413,279
Reported as of June 30, 2022
Lease liabilities — current	$	191,400
Lease liabilities — noncurrent		221,879
	$	413,279

Statements of Convertible Preferred Stock, Stockholders' Deficit And Members' Capital (Unaudited) - USD ($)	Total	Previously Reported	Series A Convertible Preferred Stock	Convertible Preferred Stock	Common Stock	Capital Units	Capital Units Previously Reported	Incentive Units	Incentive Units Previously Reported	Additional Paid-in Capital	Additional Paid-in Capital Previously Reported	Accumulated Deficit	Accumulated Deficit Previously Reported
Beginning Balance at Dec. 31, 2020		$ (151,915)					$ 10,681,040				$ 918,922		$ (11,448,047)
Beginning Balance, Shares at Dec. 31, 2020							9,429,006		1,987,474
Vesting of incentive units, Shares								25,416
Stock-based compensation expense	$ 13,878									$ 13,878
Net loss	(533,405)											$ (533,405)
Ending Balance at Mar. 31, 2021	367,612					$ 10,681,040				932,800		(11,981,452)
Ending Balance, Shares at Mar. 31, 2021						9,429,006		2,012,890
Beginning Balance at Dec. 31, 2020		(151,915)					$ 10,681,040				918,922		(11,448,047)
Beginning Balance, Shares at Dec. 31, 2020							9,429,006		1,987,474
Net loss	(2,513,975)
Ending Balance at Jun. 30, 2021				$ 18,747,780
Ending Balance, Shares at Jun. 30, 2021				12,916,682
Ending Balance at Jun. 30, 2021	(12,004,778)									1,957,244		(13,962,022)
Beginning Balance at Dec. 31, 2020		$ (151,915)					$ 10,681,040				$ 918,922		$ (11,448,047)
Beginning Balance, Shares at Dec. 31, 2020							9,429,006		1,987,474
Stock-based compensation expense										42,556
Ending Balance at Mar. 31, 2022				$ 20,857,453
Ending Balance, Shares at Mar. 31, 2022				13,802,758
Ending Balance at Mar. 31, 2022	(17,093,656)				$ 105					2,685,459		(19,779,220)
Ending Balance, Shares at Mar. 31, 2022					1,044,302
Beginning Balance at Mar. 31, 2021	367,612					$ 10,681,040				932,800		(11,981,452)
Beginning Balance, Shares at Mar. 31, 2021						9,429,006		2,012,890
Issuance of convertible preferred stock, net of issuance costs				$ 8,066,740
Issuance of convertible preferred stock, net of issuance costs, Shares				3,487,676
Vesting of incentive units, Shares								7,523
Conversion of capital units into convertible preferred stock, Temporary equity value				$ 10,681,040
Conversion of capital units into convertible preferred stock, Temporary equity shares				9,429,006
Conversion of capital units into convertible preferred stock, Value	(10,681,040)					$ (10,681,040)
Conversion of capital units into convertible preferred stock, Shares						(9,429,006)
Cancellation of incentive units upon corporate reorganization, Shares								2,020,413
Stock-based compensation expense	1,024,444									1,024,444
Net loss	(1,980,570)											(1,980,570)
Ending Balance at Jun. 30, 2021				$ 18,747,780
Ending Balance, Shares at Jun. 30, 2021				12,916,682
Ending Balance at Jun. 30, 2021	(12,004,778)									1,957,244		(13,962,022)
Retroactive application of reverse recapitalization					$ (369)					369
Retroactive application of reverse recapitalization, Shares					(91,557)
Beginning Balance at Dec. 31, 2021				$ 20,857,453
Beginning Balance, Shares at Dec. 31, 2021				13,802,758
Beginning Balance at Dec. 31, 2021	(14,686,247)				$ 400					2,213,178		(16,899,825)
Beginning Balance, Shares at Dec. 31, 2021					400,000
Balance as adjusted at Dec. 31, 2021	(14,686,247)			$ 20,857,453	$ 31					2,213,547		(16,899,825)
Balance as adjusted, Shares at Dec. 31, 2021				13,802,758	308,443
Issuance of common stock upon exercise of stock options	429,430				$ 74					429,356
Common stock exercised					735,859
Stock-based compensation expense	42,556
Net loss	(2,879,395)											(2,879,395)
Ending Balance at Mar. 31, 2022				$ 20,857,453
Ending Balance, Shares at Mar. 31, 2022				13,802,758
Ending Balance at Mar. 31, 2022	(17,093,656)				$ 105					2,685,459		(19,779,220)
Ending Balance, Shares at Mar. 31, 2022					1,044,302
Beginning Balance at Dec. 31, 2021				$ 20,857,453
Beginning Balance, Shares at Dec. 31, 2021				13,802,758
Beginning Balance at Dec. 31, 2021	(14,686,247)				$ 400					2,213,178		(16,899,825)
Beginning Balance, Shares at Dec. 31, 2021					400,000
Balance as adjusted at Dec. 31, 2021	$ (14,686,247)			$ 20,857,453	$ 31					2,213,547		(16,899,825)
Balance as adjusted, Shares at Dec. 31, 2021				13,802,758	308,443
Common stock exercised	1,385,310
Net loss	$ (11,964,663)
Ending Balance at Jun. 30, 2022			$ 4,345,022
Ending Balance, Shares at Jun. 30, 2022			4,305
Ending Balance at Jun. 30, 2022	(1,792,079)				$ 1,594					27,070,815		(28,864,488)
Ending Balance, Shares at Jun. 30, 2022					15,937,185
Beginning Balance at Mar. 31, 2022				$ 20,857,453
Beginning Balance, Shares at Mar. 31, 2022				13,802,758
Beginning Balance at Mar. 31, 2022	(17,093,656)				$ 105					2,685,459		(19,779,220)
Beginning Balance, Shares at Mar. 31, 2022					1,044,302
Issuance of common stock upon exercise of stock options, net of shares withheld to settle tax withholding requirements	230,071				$ 68					230,003
Issuance of common stock upon exercise of stock options, net of shares withheld to settle tax withholding requirements, Shares					679,265
Conversion of convertible preferred stock, Temporary equity values				$ (20,857,453)
Conversion of convertible preferred stock, Temporary equity shares				(13,802,758)
Conversion of convertible preferred stock, Value	20,857,453				$ 1,064					20,856,389
Conversion of convertible preferred stock, Shares					10,643,403
Issuance of common stock in connection with the Transaction and Maxim Private Placement, net of redemptions, net tangible assets, and issuance costs, Value	3,443,750				$ 357					3,443,393
Issuance of common stock in connection with the Transaction and Maxim Private Placement, net of redemptions, net tangible assets, and issuance costs, Shares					3,570,215
Issuance of convertible preferred stock, net of issuance costs			$ 4,143,854
Issuance of convertible preferred stock, net of issuance costs, Shares			4,305
Accretion of convertible preferred stock to redemption value			$ 201,168
Accretion of convertible preferred stock to redemption value	(201,168)									(201,168)
Stock-based compensation expense	56,739									56,739
Net loss	(9,085,268)											(9,085,268)
Ending Balance at Jun. 30, 2022			$ 4,345,022
Ending Balance, Shares at Jun. 30, 2022			4,305
Ending Balance at Jun. 30, 2022	$ (1,792,079)				$ 1,594					$ 27,070,815		$ (28,864,488)
Ending Balance, Shares at Jun. 30, 2022					15,937,185

Common Stock Warrants - Additional Information (Details)	6 Months Ended
	Jun. 30, 2022 $ / shares shares
Class of Warrant or Right [Line Items]
Warrants issued	0
Warrants exercised	0
Warrants expired	0
Public Warrants
Class of Warrant or Right [Line Items]
Redemption price per public warrant \| $ / shares	$ 0.01
Stock price trigger for redemption of public warrants \| $ / shares	$ 18.00
Threshold trading days for redemption of public warrants	20 days
Threshold consecutive trading days for redemption of public warrants	30 days
Notice period	3 days

Concentrations of Risk (Additional Information) (Details) - Customer Concentration Risk	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
Accounts Receivable \| Customer One
Concentration Risk [Line Items]
Concentration risk	100.00%
Revenue \| Customer Two
Concentration Risk [Line Items]
Concentration risk	95.00%	100.00%

Fair Value of Financial Assets and Liabilities

6 Months Ended

Jun. 30, 2022

Fair Value Disclosures [Abstract]

Fair Value of Financial Assets and Liabilities

4. Fair Value of Financial Assets and Liabilities

The following table presents the Company’s fair value hierarchy for its liabilities, which are measured at fair value on a recurring basis as of June 30, 2022:


	Fair Value Measurements at June 30, 2022 Using:
	Level 1		Level 2		Level 3		Total
Liabilities:
Private Placement Warrants	$	—	$	831,939	$	—	$	831,939

There were no assets for which fair value was required to be disclosed as of June 30, 2022. There were no assets or liabilities for which fair value was required to be disclosed as of December 31, 2021. During the six months ended June 30, 2022, there were no transfers between Level 1, Level 2 and Level 3.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Accrued Expenses and Other Current Liabilities

6 Months Ended

Jun. 30, 2022

Payables and Accruals [Abstract]

Accrued Expenses and Other Current Liabilities

7. Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following:


	June 30, 2022		December 31, 2021
Professional fees	$	571,761	$	123,756
Accrued bonus		216,959		349,000
Accrued vacation		26,006		25,945
Other		92,051		7,910
Accrued expenses and other current liabilities	$	906,777	$	506,611

Legacy Comera Convertible Preferred Stock

6 Months Ended

Jun. 30, 2022

Temporary Equity [Line Items]

Convertible Preferred Stock

9. Convertible Preferred Stock

Convertible preferred stock consisted of the following as of June 30, 2022:


	Par Value		Shares Authorized		Shares Issued and Outstanding		Carrying Value		Liquidation Preference		Common Stock Issuable Upon Conversion
Series A Preferred Stock	$	0.0001		4,305		4,305	$	4,345,022	$	4,345,022		1,028,265

As of June 30, 2022, the holders of the Series A Preferred Stock have the following rights and preferences:

Voting Rights—

Dividends—

Liquidation Rights—

Conversion—

Redemption—

Legacy Comera

Temporary Equity [Line Items]

Convertible Preferred Stock

8. Legacy Comera Convertible Preferred Stock

Prior to the Transaction, the authorized capital stock of Legacy Comera included 14,051,702 shares of $0.001 par value preferred stock, of which 9,429,006 shares were designated as Series A Convertible Preferred Stock (“Legacy Comera Series A Preferred Stock”) and 4,622,696 shares were designated as Series B Convertible Preferred Stock (“Legacy Comera Series B Preferred Stock”).

In April 2021, Legacy Comera issued 6,000,000, 1,266,667, 527,752, 1,016,669, 514,932, and 102,986 shares of Series A-1, A-2, A-3, A-4, A-5, and A-6 Preferred Stock, respectively. The Legacy Comera Series A Preferred Stock was issued in settlement of previously outstanding capital units of ReForm Biologics, LLC as part of the Reorganization.

Immediately prior to the Transaction, all issued and outstanding shares of Legacy Comera Series A and B Preferred Stock were converted into Legacy Comera Common Stock.

Balance Sheets (Unaudited) - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 4,938,788	$ 6,510,140
Accounts receivable	100,000
Due from related parties		286
Prepaid expenses and other current assets	372,061	270,648
Total current assets	5,410,849	6,781,074
Restricted cash	50,000	50,000
Property and equipment, net	216,380	234,167
Right of use asset	410,238	320,373
Security deposit	43,200	32,200
Total assets	6,130,667	7,417,814
Current liabilities:
Accounts payable	1,425,729	416,941
Accrued expenses and other current liabilities	906,777	506,611
Lease liability - current	191,400	121,552
Total current liabilities	2,523,906	1,045,104
Derivative warrant liabilities	831,939
Lease liability - noncurrent	221,879	201,504
Total liabilities	3,577,724	1,246,608
Commitments and contingencies (Note 15)
Stockholders' equity (deficit):
Common stock, $0.0001 par value; 150,000,000 shares authorized; 15,937,185 and 308,443 shares issued and outstanding at June 30, 2022 and December 31, 2021, respectively	1,594	31
Additional paid-in capital	27,070,815	2,213,547
Accumulated deficit	(28,864,488)	(16,899,825)
Total stockholders' deficit	(1,792,079)	(14,686,247)
Total liabilities, convertible preferred stock and stockholders' deficit	6,130,667	7,417,814
Series A Convertible Preferred Stock
Current liabilities:
Convertible preferred stock	$ 4,345,022
Convertible Preferred Stock
Current liabilities:
Convertible preferred stock		$ 20,857,453

Transaction and Reverse Recapitalization - Additional Information (Details)				3 Months Ended	6 Months Ended
	May 19, 2022 Days $ / shares shares	Nov. 17, 2020 USD ($) $ / shares shares	Oct. 13, 2020 USD ($) $ / shares shares	Jun. 30, 2022 USD ($) $ / shares shares	Jun. 30, 2022 USD ($) $ / shares shares	Dec. 31, 2021 $ / shares
Business Acquisition [Line Items]
Common stock, par value				$ 0.0001	$ 0.0001	$ 0.0001
Number of shares placed into escrow \| shares	3,150,000			3,150,000	3,150,000
Earn-out trigger, weighted average share price	$ 12.50
Earn-out trigger, threshold trading days \| Days	20
Earn-out trigger, threshold consecutive trading days \| Days	30
Number of business days for releasing earn-out shares following achievement of Earn-out trigger	10 days
Number Of Busines Days For Releasing Earn-Out Shares Following Achievement Of Earn-Out Trigger	10 days
Estimated fair value per share of Earn-Out Shares					$ 8.63
Estimated fair value of Earn-Out Shares \| $					$ 27,200,000
Earnout consideration description					If the Earn-Out Trigger is not achieved for the two-year period following the Closing Date, the Earn-Out Shares will be cancelled and returned to treasury. The contingent obligation to issue Earn-Out Shares to Legacy Comera stockholders is considered indexed to the Company’s own stock and meets the equity classification under ASC 815.
Common stock consideration per share	$ 12.50
Common stock exercised \| shares					1,385,310
Convertible preferred stock, par value				$ 0.0001	$ 0.0001
Direct and incremental cost related to the equity issuance \| $				$ 7,500,000	$ 7,500,000
Amount of transaction costs exceeded equity issuance cost \| $				6.6	6.6
General and Administrative
Business Acquisition [Line Items]
Transaction costs incurred \| $				$ 1,500,000	$ 1,500,000
Private Placement \| Maxim Group LLC.
Business Acquisition [Line Items]
Maxim private placement, amount \| $			$ 1,000,000.0
Maxim private placement, value per share			$ 10.25
Maxim private placement, shares \| shares			97,561		97,561
Series A Convertible Preferred Stock
Business Acquisition [Line Items]
Convertible preferred stock, par value				$ 0.0001	$ 0.0001
Transaction noncash expenses related to shares issued \| $					$ 4,400,000
Underwriting Agreement \| Series A Convertible Preferred Stock
Business Acquisition [Line Items]
Convertible preferred stock, par value		$ 0.0001
Share issuance pursuant to services owed, value \| $		$ 3,400,000	$ 910,000
Share issuance pursuant to services owed \| shares		3,395	910
Comera Merger
Business Acquisition [Line Items]
Common stock, par value	0.0001
Comera Merger \| Comera Life Sciences, Inc.
Business Acquisition [Line Items]
Common stock, par value	$ 0.001
OTR Merger
Business Acquisition [Line Items]
Conversion basis					Upon the Closing, by virtue of the OTR Merger, all shares of common stock of OTR issued and outstanding immediately prior to the Closing were converted on a one-to-one basis into the right to receive shares of CLS Holdings Common Stock
Conversion ratio	1
Common stock exercised \| shares	9,769,363
Common stock issued \| shares	3,472,654
OTR Acquisition Corp
Business Acquisition [Line Items]
Date of acquisition					May 19, 2022

Net Loss per Share or Unit - Basic and Diluted - Schedule of Calculation of Basic and Diluted Net Loss Per Share or Unit (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Earnings Per Share [Abstract]
Net loss attributable to common stockholders or unit holders	$ (9,286,436)	$ (1,980,570)	$ (12,165,831)	$ (2,513,975)
Weighted-average number of common shares or units used in computing net loss per share or unit attributable to common stockholders or unit holders - basic	8,142,383	2,909,613	4,430,401	5,861,392
Weighted-average number of common shares or units used in computing net loss per share or unit attributable to common stockholders or unit holders - diluted	8,142,383	2,909,613	4,430,401	5,861,392
Net loss per share or unit attributable to common stockholders or unit holders-basic	$ (1.14)	$ (0.68)	$ (2.75)	$ (0.43)
Net loss per share or unit attributable to common stockholders or unit holders-diluted	$ (1.14)	$ (0.68)	$ (2.75)	$ (0.43)

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

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- Definition

The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

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-Paragraph 1
-Subparagraph (e)(4)
-URI https://asc.fasb.org/extlink&oid=126732423&loc=SL123482106-238011

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(25))
-URI https://asc.fasb.org/extlink&oid=126953954&loc=SL114868664-224227

+ Details

Net Loss per Share or Unit - Basic and Diluted - Schedule of Potentially Dilutive Common Stock Excluded from Computation of Diluted Net Loss Per Share (Details) - shares	3 Months Ended	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2022
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount	3,150,000
Share-Based Payment Arrangement, Option [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount	1,618,441	2,275,741
Convertible Debt Securities [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount	342,755	9,960,144
Warrant [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount	11,041,432

Concentrations of Risk

6 Months Ended

Jun. 30, 2022

Risks and Uncertainties [Abstract]

Concentrations of Risk

13. Concentrations of Risk

The Company has certain customers whose revenue individually represented 10% or more of the Company’s total revenue or whose accounts receivable balances individually represented 10% or more of the Company’s total accounts receivable.

For the six months ended June 30, 2022 and 2021, two customers accounted for 95% and 100% of revenue recognized, respectively.

As of June 30, 2022, one customer accounted for 100% of accounts receivable.

Organization - Additional Information (Details)	6 Months Ended
Organization - Additional Information (Details)	Jun. 30, 2022 USD ($)
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Date of Incorporation	Jan. 25, 2022
OTR Acquisition Corp
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Date of acquisition	May 19, 2022
Reverse Recapitalization Transaction
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Goodwill recorded	$ 0
Intangible assets recorded	$ 0

- Definition

Amount after accumulated impairment loss of an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.

+ References + Details

Commitments and Contingencies - Summary of Maturities and Balance Sheet Presentation Under All Non-cancelable Operating Leases (Details) - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Maturity of lease liabilities
2022 (remaining 6 months)	$ 108,773
2023	217,545
2024	123,077
Total lease liabilities	449,395
Less imputed interest	(36,116)
Present value of operating lease liability as of June 30, 2022	413,279
Lease liabilities - current	191,400	$ 121,552
Lease liabilities - noncurrent	221,879	$ 201,504
Operating lease liability	$ 413,279