UPLOAD Filing
OTG Acquisition Corp. I
Date: Sept. 4, 2025 · CIK: 0002077010 · Accession: 0000000000-25-009527
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-289828
Letter
Re: OTG Acquisition Corp. I Registration Statement on Form S-1 Filed August 25, 2025 File No. 333-289828 Dear Scott Troeller:
September 4, 2025
Scott Troeller Chief Executive Officer OTG Acquisition Corp. I 12003 Cielo Court Palm Beach Gardens, FL 33418
We have reviewed your registration statement and have the following comments.
Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments.
Registration Statement on Form S-1 filed on August 25, 2025 Summary Our Sponsor, page 17
1. Please revise to clarify, as of the most recent practicable date, the persons who have direct and indirect material interests in the SPAC sponsor, as well as the nature and amount of their interests. See Item 1603(a)(7) of Regulation S-K. Management, page 139
2. Please revise to clarify the business experience during the past five years for Joseph Dunfee including the nature of the responsibilities undertaken by him while at InfaNext Partners, Blue Mountain Capital Management, etc. and the periods during which he was employed by each entity. We also note the October 2022 press release by SMC Infrastructure Partners indicating that Scott Troeller and Joseph Dunfee September 4, 2025 Page 2
joined SMC Infrastructure Partners as Co-Chief Executive Officer and EVP
Acquisitions, respectively. Please revise or advise accordingly. Refer to Item 401(e) of Regulation S-K. Exhibits
3. Reference is made to the consent from your independent auditors filed as Exhibit 23.1 where such consent indicates the independent audit report contains a going concern explanatory paragraph. We noted no going concern paragraph within the audit report presented on page F-2. Please clarify or revise accordingly. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement.
Please contact Ameen Hamady at 202-551-3891 or Isaac Esquivel at 202-551-3395 if you have questions regarding comments on the financial statements and related matters. Please contact Ruairi Regan at 202-551-3269 or Jeffrey Gabor at 202-551-2544 with any other questions.
Sincerely,
Division of
Corporation Finance
Office of Real
Estate & Construction
cc: Daniel L. Forman, Esq.
Show Raw Text
<DOCUMENT> <TYPE>TEXT-EXTRACT <SEQUENCE>2 <FILENAME>filename2.txt <TEXT> September 4, 2025 Scott Troeller Chief Executive Officer OTG Acquisition Corp. I 12003 Cielo Court Palm Beach Gardens, FL 33418 Re: OTG Acquisition Corp. I Registration Statement on Form S-1 Filed August 25, 2025 File No. 333-289828 Dear Scott Troeller: We have reviewed your registration statement and have the following comments. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Registration Statement on Form S-1 filed on August 25, 2025 Summary Our Sponsor, page 17 1. Please revise to clarify, as of the most recent practicable date, the persons who have direct and indirect material interests in the SPAC sponsor, as well as the nature and amount of their interests. See Item 1603(a)(7) of Regulation S-K. Management, page 139 2. Please revise to clarify the business experience during the past five years for Joseph Dunfee including the nature of the responsibilities undertaken by him while at InfaNext Partners, Blue Mountain Capital Management, etc. and the periods during which he was employed by each entity. We also note the October 2022 press release by SMC Infrastructure Partners indicating that Scott Troeller and Joseph Dunfee September 4, 2025 Page 2 joined SMC Infrastructure Partners as Co-Chief Executive Officer and EVP Acquisitions, respectively. Please revise or advise accordingly. Refer to Item 401(e) of Regulation S-K. Exhibits 3. Reference is made to the consent from your independent auditors filed as Exhibit 23.1 where such consent indicates the independent audit report contains a going concern explanatory paragraph. We noted no going concern paragraph within the audit report presented on page F-2. Please clarify or revise accordingly. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Please contact Ameen Hamady at 202-551-3891 or Isaac Esquivel at 202-551-3395 if you have questions regarding comments on the financial statements and related matters. Please contact Ruairi Regan at 202-551-3269 or Jeffrey Gabor at 202-551-2544 with any other questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction cc: Daniel L. Forman, Esq. </TEXT> </DOCUMENT>