SecProbe.io

CORRESP
 1
 filename1.htm

 VIA
EDGAR

 September
5, 2025

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 Office
of Real Estate & Construction

 100
F Street, N.E. Washington, D.C. 20549

 Attention:
 Ameen
 Hamady
 Isaac
 Esquivel
 Ruairi
 Regan
 Jeffrey
 Gabor

 Re:
 OTG
 Acquisition Corp. I

 Registration
 Statement on Form S-1

 Filed
 August 25, 2025

 File
 No. 333-289828

 Ladies
and Gentlemen:

 On
behalf of our client, OTG Acquisition Corp. I (the " Company "), this letter sets forth the Company's responses
to the comments provided by the staff (the " Staff ") of the Division of Corporation Finance of the U.S. Securities
and Exchange Commission relating to the Company's Registration Statement on Form S-1 (the " Registration Statement ")
contained in the Staff's letter dated September 4, 2025 (the " Comment Letter "). In response to the comments
set forth in the Comment Letter, the Company has revised the Registration Statement and is filing the Registration Statement together
with this response letter. The Registration Statement also contains certain additional updates and revisions.

 For
the convenience of the Staff, each comment from the Comment Letter is restated in bold prior to the response to such comment. All references
to page numbers and captions (other than those in the Staff's comments) correspond to pages and captions in the Registration Statement.

 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.

 Response :
The Company respectfully acknowledges the Staff's comment and advises the Staff that it has revised the disclosure on page 17 of
the Registration Statement to address the Staff's comment.

 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 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.

 Response :
The Company respectfully acknowledges the Staff's comment and advises the Staff that it has revised the disclosure on page 139
of the Registration Statement to address the Staff's comment.

 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.

 Response :
The Company respectfully acknowledges the Staff's comment and advises the Staff that the Company's independent auditor's
consent filed as Exhibit 23.1 to the Registration Statement has been revised to address the Staff's comment.

 We
hope that the responses above adequately address the Staff's comments. If you have any questions or comments regarding this letter
or the Registration Statement, please do not hesitate to contact me at (212) 419-5904.

 Sincerely,

 Daniel
Forman, Esq.

 Cc
 Scott
 Troeller, Chief Executive Officer and President
 Daniel
 Nussen, White & Case LLP
 Joel
 Rubinstein, White & Case LLP