OTG Acquisition Corp. I SEC Filings

OTG Acquisition Corp. I filed its quarterly report for the period ended June 30, 2025. As a newly formed SPAC, the company reported a net loss of $14,514 tied to startup and administrative costs. At quarter end, it had total assets of $171,711, including $117,411 in deferred offering costs, and a working capital deficit funded by a sponsor note.

Subsequent events are material: on September 15, 2025 OTG closed its IPO of 23,000,000 units at $10.00, generating $230,000,000 in gross proceeds, and sold 775,000 private placement units for $7,750,000 (including a $2,000,000 share subscription receivable). After closing, $231,150,000 ($10.05 per Unit) was deposited into the trust account. Transaction costs totaled $5,370,179, including a $4,600,000 underwriting fee.

The sponsor subsequently applied the subscription receivable to settle offering-related payables, with $971,901 deposited into the operating account on October 22, 2025. As of October 23, 2025, 23,775,000 Class A and 5,750,000 Class B ordinary shares were outstanding. The SPAC has 24 months from IPO closing to complete a business combination, with public shareholders entitled to redemption at a pro rata amount from the trust.

Initial Form 3 filed by Joseph William Dunfee reporting no beneficial ownership in OTG Acquisition Corp. I (OTGA/OTGAU). The filing, signed on 09/22/2025 for an event dated 09/11/2025, identifies Mr. Dunfee as the company's Chief Financial Officer and an officer and director. The report states explicitly: "No securities are beneficially owned." The filing includes a Power of Attorney (Exhibit 24) and is an initial ownership statement under Section 16.

OTG Acquisition Corp. I completed its initial public offering on September 15, 2025. The company sold 23,000,000 Units at $10.00 per Unit, including 3,000,000 Units issued from the underwriters' full exercise of the over-allotment option, generating gross proceeds of $230,000,000. Each Unit consists of one Class A ordinary share and one-half of a redeemable warrant, with each whole warrant exercisable to buy one Ordinary Share at $11.50 per share, subject to adjustment, beginning 30 days after the company completes its initial business combination.

The filing also references an audited balance sheet as of September 15, 2025, and an embedded Inline XBRL cover page interactive data file.

OTG Acquisition Corp. I Schedule 13G shows Linden-related entities and Siu Min (Joe) Wong collectively report substantial holdings in the issuer.

As of September 15, 2025, Linden Advisors and Mr. Wong are each deemed beneficial owners of 1,250,000 Class A ordinary shares, equal to approximately 5.3% of the 23,775,000 shares outstanding. Linden Capital and Linden GP are each deemed beneficial owners of 1,188,630 shares, about 5.0%. The holdings consist of 1,188,630 shares held by Linden Capital and 61,370 shares held in one or more Managed Accounts. All reporting persons state they have only shared voting and dispositive power, and the filing certifies the stakes were not acquired to change control of the issuer.

Steven Siesser filed a Form 3 reporting his initial beneficial ownership in OTG Acquisition Corp. I (OTGA/OTGAU). He controls OTG Acquisition Sponsor LLC (the "Sponsor") as managing member and reports indirect ownership of 500,000 Private Placement Units (each unit includes one Class A share and one-half warrant) and 5,750,000 Class A ordinary shares underlying Class B shares held by the Sponsor that convert one-for-one upon an initial business combination. Up to 750,000 Class B shares may be forfeited if underwriters do not fully exercise the over-allotment option. The filing includes a disclaimer that Siesser disclaims beneficial ownership except to the extent of his pecuniary interest.

Form 3 filing: Scott J. Troeller, identified as Director and Chief Executive Officer of OTG Acquisition Corp. I (OTGA), submitted an initial SEC Form 3 for the 09/11/2025 event date. The filing states no securities are beneficially owned by the reporting person and includes a Power of Attorney (Exhibit 24). The form is signed by Scott Troeller on 09/15/2025.

OTG Acquisition Corp. I filed an amended S-1/A for its initial public offering of units. The offering contemplates 20,000,000 Class A ordinary shares as part of public units, 700,000 private placement units and 5,000,000 Class B founder shares held by the sponsor. The trust account will hold approximately $201,000,000 (shown also as up to $231,150,000 in certain tabs) for an initial business combination. Estimated underwriting commissions total $4,000,000 (or $4,600,000 if over-allotment exercised) and offering expenses (excluding underwriting) are ~$725,000. Sponsor loans of up to $300,000 are available for offering expenses; $39,720 had been borrowed as of June 18, 2025. The filing discloses post-offering capital structure details, shareholder transfer and redemption mechanics, director independence and corporate governance procedures, and multiple risk factors including dilution from founder shares, warrants and private placement units, potential conflicts of interest and the 24-month liquidation/redemption timeline if no business combination is completed.