[Form 3] OTG Acquisition Corp. I Initial Statement of Beneficial Ownership

Rhea-AI Filing Summary

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.

Insights

Financial Analyst

TL;DR: Significant founder-aligned stake held indirectly through Sponsor — potential influence on governance and transaction outcomes.

The filing shows Mr. Siesser controls the Sponsor that holds substantial pre-transaction equity: 500,000 Private Placement Units and economic exposure to 5,750,000 Class A shares via Class B shares that convert on a business combination. These positions represent concentrated insider ownership that could align management incentives with public shareholders during a SPAC merger, but actual voting/ownership dynamics depend on the Sponsor's pecuniary exposure and the disclosed forfeiture of up to 750,000 Class B shares tied to over-allotment outcomes.

Corporate Governance Expert

TL;DR: Indirect holdings through Sponsor create customary disclosure but include a disclaimer that limits attributed beneficial ownership.

The Form 3 appropriately discloses indirect holdings and a standard disclaimer of beneficial ownership except for pecuniary interest. The Sponsor's control by Siesser gives him de facto influence, but the disclaimer and forfeiture mechanics are important for assessing true voting and economic exposure. For governance assessment, note the conversion feature of Class B shares and potential forfeiture which affect dilution and insider alignment at closing.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Siesser Steven

(Last) (First) (Middle)

C/O OTG ACQUISITION CORP. I

12003 CIELO COURT

(Street)

PALM BEACH GARDENS FL 33418

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/11/2025

3. Issuer Name and Ticker or Trading Symbol
OTG Acquisition Corp. I [ OTGA ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A ordinary shares, par value $0.0001 per share(2)	500,000	I(1)	See footnotes(1)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B ordinary shares, par value $0.0001 per share	(5)	(5)	Class A ordinary shares, par value $0.0001 per share	5,750,000(6)	(5)	I	See footnotes(3)(4)

Explanation of Responses:

1. The shares are owned directly by OTG Acquisition Sponsor LLC (the "Sponsor"). The Sponsor is controlled by Mr. Steven Siesser (the "reporting person"), as a result of his role as managing member of the Sponsor. As a result, the reporting person may be deemed to have beneficial ownership of the Class B ordinary shares and the Private Placement Units (as defined below) (including the Private Placement Shares (as defined below) included in such units) held by the Sponsor. The reporting person disclaims such beneficial ownership except to the extent of the Sponsor's pecuniary interest therein.

2. Represents Class A ordinary shares, par value $0.0001 per share, of the Issuer (the "Private Placement Shares") that are included in the 500,000 private placement units (the "Private Placement Units") that will be purchased by the Sponsor from the Issuer in a private placement at $10.00 per Private Placement Unit, as described in the Issuer's registration statement on Form S-1 (File No. 333-289828) (the "Registration Statement"). Each Private Placement Unit is comprised of one Private Placement Share and one-half of one warrant (the "Private Placement Warrants"), each whole Private Placement Warrant exercisable to purchase one Private Placement Share. Does not represent any Private Placement Shares issuable upon the exercise of Private Placement Warrants.

3. The Class B ordinary shares are owned directly by the Sponsor. The Sponsor is controlled by the reporting person, as a result of his role as managing member of the Sponsor. As a result, each of the Sponsor and the reporting person may be deemed to have beneficial ownership of the Class B ordinary shares and the Private Placement Units (including the Private Placement Shares included in such units) held by the Sponsor.

4. The reporting person under this Form 3 disclaims beneficial ownership of the Class B ordinary shares reported herein except to the extent of his pecuniary interest therein and the filing of this Form 3 shall not be construed as an admission that the reporting person is the beneficial owner of any Class B ordinary shares covered by this Form 3.

5. Pursuant to the Issuer's amended and restated memorandum and articles of association, the Class B ordinary shares have no expiration date and will automatically convert into Class A ordinary shares at the time of the Issuer's initial business combination on a one-for-one basis subject to adjustment pursuant to certain anti-dilution rights.

6. The Class B ordinary shares reported herein include up to 750,000 Class B ordinary shares that are subject to forfeiture to the extent the underwriters of the initial public offering of the Issuer's securities do not exercise in full their over-allotment option, as described in the Registration Statement. The over-allotment option of the underwriters expires 45 days from the date of the final prospectus related to the Issuer's initial public offering.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ STEVEN SIESSER	09/15/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Steven Siesser report on Form 3 for OTGAU?

He reported indirect ownership via OTG Acquisition Sponsor LLC of 500,000 Private Placement Units and beneficial interest in 5,750,000 Class A shares underlying Class B shares.

How do the Private Placement Units break down?

Each Private Placement Unit consists of one Private Placement Share (Class A) and one-half of one warrant; the Sponsor purchased 500,000 such units at $10.00 per unit.

Do the Class B shares convert to Class A shares?

Yes. The Class B ordinary shares convert into Class A ordinary shares on a one-for-one basis upon the issuer's initial business combination, subject to anti-dilution adjustments.

Is any portion of the reported Class B stake subject to forfeiture?

Yes. Up to 750,000 Class B ordinary shares are subject to forfeiture if underwriters do not fully exercise their over-allotment option.

Does Steven Siesser claim direct beneficial ownership of these shares?

No. He disclaims beneficial ownership except to the extent of his pecuniary interest in the Sponsor-held securities.

When was the Form 3 filed and signed?

The Form indicates the reportable event date of 09/11/2025 and the signature date of 09/15/2025.