OTG 收购有限公司 I-A 2025年季度报告

FORM10-Q (MARK ONE)☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period endedJune 30,2025 ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission file number:001-42837 OTG Acquisition Corp. I(Exact Name of Registrant as Specified in Its Charter) (917)488-5629(Registrant’s telephone number, including area code) Not Applicable(Former name, former address and former fiscal year, if changed since last report) Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days. Yes☐No☒ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer☐Non-accelerated filer☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☒No☐ As of October 23, 2025, there were23,775,000Class A ordinary shares, $0.0001par value per share and5,750,000Class B ordinaryshares, $0.0001par value per share, issued and outstanding. OTG ACQUISITION CORP. IFORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2025TABLE OF CONTENTS ePart I. Financial InformationItem 1. Interim Financial StatementsCondensed Balance Sheet as of June 30, 2025 (Unaudited)1Condensed Statement of Operations for the Period from June 12, 2025 (Inception) Through June 30, 2025 (Unaudited)2Condensed Statement of Changes in Shareholder’s Equity for the Period from June 12, 2025 (Inception) Through June 30,2025 (Unaudited)3Condensed Statement of Cash Flows for the Period from June 12, 2025 (Inception) Through June 30, 2025 (Unaudited)4Notes to Condensed Financial Statements (Unaudited)5Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations15Item 3. Quantitative and Qualitative Disclosures About Market Risk17Item 4. Controls and Procedures17Part II. Other InformationItem 1. Legal Proceedings18Item 1A. Risk Factors18Item 2. Unregistered Sales of Equity Securities and Use of Proceeds18Item 3. Defaults Upon Senior Securities18Item 4. Mine Safety Disclosures18Item 5. Other Information18Item 6. Exhibits19Part III. Signatures20i PART I - FINANCIAL INFORMATION OTG ACQUISITION CORP. ICONDENSED BALANCE SHEETJUNE 30, 2025(UNAUDITED) Commitments and Contingencies (Note 6) Shareholder’s EquityPreference shares, $0.0001par value per share;1,000,000shares authorized;noneissued or outstanding —Class A ordinary shares, $0.0001par value per share;300,000,000shares authorized;noneissued oroutstanding—Class B ordinary shares, $0.0001par value per share;30,000,000shares authorized;5,750,000sharesissued and outstanding(1)575Additional paid-in capital24,425Accumulated deficit(14,514)Total Shareholder’s Equity10,486Total Liabilities and Shareholder’s Equity$171,711 (1)Includes an aggregate of750,000Class B ordinary shares subject to forfeiture by the holders thereof depending on the extent towhich the underwriters’ over-allotment option was exercised. On September 15, 2025, the underwriters exercised their over-allotment option in full as part of the closing of the Initial Public Offering. As such, the750,000Class B ordinary shares are nolonger subject to forfeiture (see Note 4). The accompanying notes are an integral part of the unaudited condensed financial statements. OTG ACQUISITION CORP. ICONDENSED STATEMENT OF OPERATIONSFOR THE PERIOD FROM JUNE 12, 2025 (INCEPTION) THROUGH JUNE 30, 2025(UNAUDITED) (1)Excludes an aggregate of750,000Class B ordinary shares subject to forfeiture by the holders thereof depending on the extent towhich the underwriters’ over-allotment option was exercised. On September 15, 2025, the underwriters exercised their over-allotment option in full as part of the closing of the Initial Public Offering. As such, the750,000Class B ordi