OTG Acquisition Corp. I 10-Q for FY2025 Q2

OTG Acquisition Corp. I (OTGA)

10-Q 2025-10-24 For: 2025-06-30

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Added on April 06, 2026

About this 10-Q

OTG Acquisition Corp. I filed this 10-Q on October 24, 2025, covering the quarter ended June 30, 2025 (FY2025 Q2).

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Cayman Islands		98-1868600
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

12003 Cielo Court Palm Beach Gardens, Florida		33418
(Address of principal executive offices)		(Zip Code)

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share, $0.0001 par value per share, and one-half of one redeemable warrant	OTGAU	The Nasdaq Stock Market LLC
Class A ordinary shares included as part of the units	OTGA	The Nasdaq Stock Market LLC
Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50	OTGAW	The Nasdaq Stock Market LLC

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

		Page
Part I. Financial Information
Item 1. Interim Financial Statements
Condensed Balance Sheet as of June 30, 2025 (Unaudited)		1
Condensed Statement of Operations for the Period from June 12, 2025 (Inception) Through June 30, 2025 (Unaudited)		2
Condensed Statement of Changes in Shareholder’s Equity for the Period from June 12, 2025 (Inception) Through June 30, 2025 (Unaudited)		3
Condensed Statement of Cash Flows for the Period from June 12, 2025 (Inception) Through June 30, 2025 (Unaudited)		4
Notes to Condensed Financial Statements (Unaudited)		5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		15
Item 3. Quantitative and Qualitative Disclosures About Market Risk		17
Item 4. Controls and Procedures		17
Part II. Other Information
Item 1. Legal Proceedings		18
Item 1A. Risk Factors		18
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		18
Item 3. Defaults Upon Senior Securities		18
Item 4. Mine Safety Disclosures		18
Item 5. Other Information		18
Item 6. Exhibits		19
Part III. Signatures		20


Assets
Current assets
Prepaid expenses	$	54,300
Total current assets		54,300
Deferred offering costs		117,411
Total Assets	$	171,711

Liabilities and Shareholder’s Equity
Current liabilities
Accrued offering costs	$	117,411
Accrued expenses		4,094
Promissory note – related party		39,720
Total Current Liabilities		161,225

Commitments and Contingencies (Note 6)		-

Shareholder’s Equity
Preference shares, $0.0001 par value per share; 1,000,000 shares authorized; none issued or outstanding		—
Class A ordinary shares, $0.0001 par value per share; 300,000,000 shares authorized; none issued or outstanding		—
Class B ordinary shares, $0.0001 par value per share; 30,000,000 shares authorized; 5,750,000 shares issued and outstanding⁽¹⁾		575
Preference stock value		575
Additional paid-in capital		24,425
Accumulated deficit		(14,514	)
Total Shareholder’s Equity		10,486
Total Liabilities and Shareholder’s Equity	$	171,711


General and administrative costs	$	14,514
Loss from operations		(14,514	)

Net loss	$	(14,514	)

Weighted average shares outstanding, Class B ordinary shares⁽¹⁾		5,000,000

Basic and diluted net loss per share, Class B ordinary shares	$	(0.00	)

	Shares		Amount		Shares		Amount		Capital		Deficit			Equity
	Class A Ordinary Shares				Class B Ordinary Shares				Additional Paid-in		Accumulated			Total Shareholder’s
	Shares		Amount		Shares		Amount		Capital		Deficit			Equity
Balance — June 12, 2025 (inception)		—	$	—		—	$	—	$	—	$	—		$	—
Balance		—	$	—		—	$	—	$	—	$	—		$	—

Issuance of Class B ordinary shares to Sponsor⁽¹⁾		—		—		5,750,000		575		24,425		—			25,000

Net loss		—		—		—		—		—		(14,514	)		(14,514	)

Balance – June 30, 2025		—	$	—		5,750,000	$	575	$	24,425	$	(14,514	)	$	10,486
Balance		—	$	—		5,750,000	$	575	$	24,425	$	(14,514	)	$	10,486


Cash Flows from Operating Activities:
Net loss	$	(14,514	)
Adjustments to reconcile net loss to net cash used in operating activities:
Payment of general and administrative costs through promissory note – related party		10,420
Changes in operating assets and liabilities:
Accrued expenses		4,094
Net cash used in operating activities		—

Net Change in Cash		—
Cash – Beginning of period		—
Cash – End of period	$	—

Noncash investing and financing activities:
Deferred offering costs included in accrued offering costs	$	117,411
Prepaid expenses contributed by Sponsor in exchange for issuance of Class B ordinary shares	$	25,000
Prepaid expenses contributed by Sponsor through promissory note – related party	$	29,300

	●	Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;
	●	Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and
	●	Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

	●	repayment of the $175,019 outstanding balance under the Note
	●	payment of $556,850 accrued offering costs
	●	payment of $58,480 accrued expenses
	●	payment of $20,600 prepaid expenses
	●	payment of $217,150 prepaid insurance

	●	in whole and not in part;
	●	at a price of $0.01 per warrant;
	●	upon a minimum of 30 days’ prior written notice of redemption, which is referred to as the 30-day redemption period; and
	●	if, and only if, the last reported sale price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.

	As of June 30, 2025
Prepaid expenses	$	54,300
Deferred offering costs	$	117,411

		For the Period from June 12, 2025 (Inception) through June 30, 2025
General and administrative costs		$	14,514

No.		Description of Exhibit
31.1*		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS		Inline XBRL Instance Document.
101.SCH		Inline XBRL Taxonomy Extension Schema Document.
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

*	Filed herewith.

**	These certifications are furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

	OTG ACQUISITION CORP. I

Date: October 24, 2025	By:	/s/ Scott Troeller
	Name:	Scott Troeller
	Title:	Chief Executive Officer and Director
		(Principal Executive Officer)

Date: October 24, 2025	By:	/s/ Joseph Dunfee
	Name:	Joseph Dunfee
	Title:	Chief Financial Officer
		(Principal Financial Officer and Principal Accounting Officer)

1.	I have reviewed this quarterly report on Form 10-Q of OTG Acquisition Corp. I;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

	a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, is made known to us by others within those entities, particularly during the period in which this report is being prepared; and

	b)	(Paragraph omitted pursuant to Exchange Act Rules 13a-14(a) and 15d-15(a));

	c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

	a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

	b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

	1.	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

	2.	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.