ThZeal - The Zeal

SEC FORM 3 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

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1. Name and Address of Reporting Person^*

OTG Acquisition Sponsor LLC

(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)

	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	D⁽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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Class B ordinary shares, par value $0.0001 per share	⁽³⁾	⁽³⁾	Class A ordinary shares, par value $0.0001 per share	5,750,000⁽⁴⁾	⁽³⁾	D⁽¹⁾

Explanation of Responses:

1. This Form 3 is being filed by OTG Acquisition Sponsor LLC (the "Sponsor"). The Sponsor is controlled by Mr. Steven Siesser, as a result of his role as managing member of the Sponsor. As a result, Mr. Siesser 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. Mr. Siesser 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. 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.

4. 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, Managing Member of OTG Acquisition Sponsor LLC	09/11/2025
	** 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).
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