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RELATED PARTY TRANSACTIONS
 1 Months Ended
Jun. 30, 2025
Related Party Transactions [Abstract]  
RELATED PARTY TRANSACTIONS

NOTE 4. RELATED PARTY TRANSACTIONS

 

Founder Shares

 

On June 16, 2025, the Sponsor paid $25,000 to cover certain of the Company’s expenses in exchange for the issuance of 5,750,000 Class B ordinary shares, par value $0.0001 per share (the “Founder Shares”). The Sponsor had agreed to forfeit up to 750,000 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriters. The forfeiture would have been adjusted to the extent that the over-allotment option was not exercised in full by the underwriters so that the Founder Shares would have represented 20.0% of the Company’s issued and outstanding ordinary shares (excluding the Private Placement Units and assuming the Sponsor, directors or officers did not purchase any Public Shares in the Initial Public Offering) after the Initial Public Offering. On September 15, 2025, the underwriters exercised their over-allotment option in full to be settled as part of the closing of the Initial Public Offering. As a result of the underwriters’ election to fully exercise their over-allotment option, 750,000 Founder Shares are no longer subject to forfeiture by the Sponsor.

 

Subject to limited exceptions, the Sponsor and management team have agreed not to transfer, assign or sell any Founder Shares until one year after the completion of the initial Business Combination or the earlier of (A) subsequent to the initial Business Combination, the last reported sale price of the Company’s Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination and (B) subsequent to the initial Business Combination, the date on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the Public Shareholders having the right to exchange their ordinary shares for cash, securities or other property.

 

 

OTG ACQUISITION CORP. I

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2025

(UNAUDITED)

 

Private Placement Units

 

Simultaneously with the closing of the Initial Public Offering on September 15, 2025, the Sponsor and the underwriters purchased an aggregate of 775,000 Private Placement Units, at a price of $10.00 per Private Placement Unit, generating gross proceeds of $7,750,000. Of those Private Placement Units, the Sponsor purchased 545,000 Private Placement Units and the underwriters purchased 230,000 Private Placement Units. Each Private Placement Unit consists of one Class A ordinary share and one-half of one Private Placement Warrant. Such Private Placement Units are identical to the Units sold in the Initial Public Offering. If the Company does not consummate an initial Business Combination within 24 months from the closing of the Initial Public Offering (as may be extended by shareholder approval to amend the Amended and Restated Memorandum and Articles of Association), any proceeds from the sale of the Private Placement Units held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law). Certain holders of the Private Placement Units have entered into an agreement, pursuant to which they have agreed to waive their redemption rights with respect to their Founder Shares, private placement shares included in any Private Placement Units and Public Shares in connection with (i) the completion of the initial Business Combination and (ii) the effectiveness of, following a shareholder vote to approve, an amendment to the Amended and Restated Memorandum and Articles of Association (A) that would modify the substance or timing of the obligation to provide holders of the Class A ordinary shares the right to have their shares redeemed in connection with the initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete the initial Business Combination within 24 months from the closing of this offering (as may be extended by shareholder approval to amend the Amended and Restated Memorandum and Articles of Association) or (B) with respect to any other material provisions relating to (x) the rights of holders of the Class A ordinary shares or (y) pre-initial Business Combination activity. The Private Placement Units (including any private placement shares or Private Placement Warrants included in such Private Placement Units) will not be transferable or salable until 30 days after the completion of the initial Business Combination. Certain proceeds from the Private Placement Units were added to the proceeds from the Initial Public Offering held in the Trust Account.

 

Promissory Note – Related Party

 

On June 16, 2025, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This loan was non-interest bearing and payable on the earlier of December 31, 2025 or the completion of the Initial Public Offering. As of June 30, 2025, the Company had $39,720 outstanding under the Note. On September 17, 2025, the Sponsor settled in full the outstanding balance under the Note of $175,719 as of September 15, 2025 (see Note 8). Borrowings under the Note are no longer available.

 

Working Capital Loans

 

In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans may be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of the proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into units of the post Business Combination entity at a price of $10.00 per unit. The units issued upon conversion of any such loans would be identical to the Private Placement Units sold in the private placement concurrently with the Initial Public Offering. As of June 30, 2025, the Company had no outstanding borrowings under the Working Capital Loans.

 

Share Subscription Receivable

 

As of June 30, 2025, there is no outstanding balance under shares subscription receivable. On September 15, 2025, in connection with the sale of the Private Placement Units, the Sponsor should have deposited $2,000,000 into the Company’s bank account. Due to timing of funds and the bank account opening process, these funds were not deposited, and the Company has accounted for the amount due as a share subscription receivable within shareholder’s equity.

 

Subsequent to September 15, 2025, on September 17, 2025, the following have been deducted from the share subscription receivable:

 

  ● 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

 

The remaining $971,901 will be utilized for working capital purposes. On October 22, 2025, the Sponsor settled the remaining outstanding balance from $2,000,000 share subscription receivable and deposited $971,901 into the Company’s operating account (see Note 8).

 

Administrative Support Agreement

 

Commencing on September 11, 2025, the effectiveness of the registration statement related to the Company’s Initial Public Offering through the earlier of consummation of the initial Business Combination and the Company’s liquidation, the Company entered into an agreement to pay Expedition Infrastructure Partners, LLC or an affiliate thereof for office space, secretarial and administrative services provided to the Company in the amount of $20,000 per month. As of June 30, 2025, the Company did not incur any fees for these services.

 

 

OTG ACQUISITION CORP. I

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2025

(UNAUDITED)