SEC Form SC 13G filed by OTR Acquisition Corp.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ____)*
OTR Acquisition Corp.
(Name of Issuer)
Class A Common Stock, $0.0001 par value per share
(Title of Class of Securities)
67113Q105
(CUSIP Number)
February 15, 2022
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
x Rule 13d-1(c)
¨ Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
Page 1 of 12 Pages
CUSIP No. 67113Q105
| 1. | Names of Reporting Persons |
| Arena Investors, LP |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) |
| (a) ¨ | |
| (b) x |
| 3. | SEC Use Only |
| 4. | Citizenship or Place of Organization |
| Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5. SOLE VOTING POWER | 536,880 |
| 6. SHARED VOTING POWER | 0 | |
| 7. SOLE DISPOSITIVE POWER | 536,880 | |
| 8. SHARED DISPOSITIVE POWER | 0 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person |
| 536,880 |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) |
| ¨ |
| 11. | Percent of Class Represented by Amount in Row (9) |
| 5.1% |
| 12. | Type of Reporting Person (See Instructions) |
| PN |
Page 2 of 12 Pages
CUSIP No. 67113Q105
| 1. | Names of Reporting Persons |
| Arena Investors GP, LLC |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) |
| (a) ¨ | |
| (b) x |
| 3. | SEC Use Only |
| 4. | Citizenship or Place of Organization |
| Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5. SOLE VOTING POWER | 536,880 |
| 6. SHARED VOTING POWER | 0 | |
| 7. SOLE DISPOSITIVE POWER | 536,880 | |
| 8. SHARED DISPOSITIVE POWER | 0 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person |
| 536,880 |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) |
| ¨ |
| 11. | Percent of Class Represented by Amount in Row (9) |
| 5.1% |
| 12. | Type of Reporting Person (See Instructions) |
| OO |
Page 3 of 12 Pages
CUSIP No. 67113Q105
| 1. | Names of Reporting Persons |
| Arena Finance Markets, LP |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) |
| (a) ¨ | |
| (b) x |
| 3. | SEC Use Only |
| 4. | Citizenship or Place of Organization |
| Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5. SOLE VOTING POWER | 372,159 |
| 6. SHARED VOTING POWER | 0 | |
| 7. SOLE DISPOSITIVE POWER | 372,159 | |
| 8. SHARED DISPOSITIVE POWER | 0 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person |
| 372,159 |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) |
| ¨ |
| 11. | Percent of Class Represented by Amount in Row (9) |
| 3.5% |
| 12. | Type of Reporting Person (See Instructions) |
| PN |
Page 4 of 12 Pages
CUSIP No. 67113Q105
| 1. | Names of Reporting Persons |
| Arena Finance Markets GP, LLC |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) |
| (a) ¨ | |
| (b) x |
| 3. | SEC Use Only |
| 4. | Citizenship or Place of Organization |
| Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5. SOLE VOTING POWER | 372,159 |
| 6. SHARED VOTING POWER | 0 | |
| 7. SOLE DISPOSITIVE POWER | 372,159 | |
| 8. SHARED DISPOSITIVE POWER | 0 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person |
| 372,159 |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) |
| ¨ |
| 11. | Percent of Class Represented by Amount in Row (9) |
| 3.5% |
| 12. | Type of Reporting Person (See Instructions) |
| OO |
Page 5 of 12 Pages
CUSIP No. 67113Q105
| 1. | Names of Reporting Persons |
| Arena Special Opportunities (Offshore) Master, LP |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) |
| (a) ¨ | |
| (b) x |
| 3. | SEC Use Only |
| 4. | Citizenship or Place of Organization |
| Cayman Islands |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5. SOLE VOTING POWER | 164,721 |
| 6. SHARED VOTING POWER | 0 | |
| 7. SOLE DISPOSITIVE POWER | 164,721 | |
| 8. SHARED DISPOSITIVE POWER | 0 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person |
| 164,721 |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) |
| ¨ |
| 11. | Percent of Class Represented by Amount in Row (9) |
| 1.5% |
| 12. | Type of Reporting Person (See Instructions) |
| PN |
Page 6 of 12 Pages
CUSIP No. 67113Q105
| 1. | Names of Reporting Persons |
| Arena Special Opportunities Fund (Offshore) II GP, LLC |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) |
| (a) ¨ | |
| (b) x |
| 3. | SEC Use Only |
| 4. | Citizenship or Place of Organization |
| Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5. SOLE VOTING POWER | 164,721 |
| 6. SHARED VOTING POWER | 0 | |
| 7. SOLE DISPOSITIVE POWER | 164,721 | |
| 8. SHARED DISPOSITIVE POWER | 0 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person |
| 164,721 |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) |
| ¨ |
| 11. | Percent of Class Represented by Amount in Row (9) |
| 1.5% |
| 12. | Type of Reporting Person (See Instructions) |
| PN |
Page 7 of 12 Pages
Item 1.
| (a) | The name of the issuer is OTR Acquisition Corp. (the “Issuer”). |
| (b) | The principal executive offices of the Issuer are located at 1395 Brickell Avenue, Suite 800, Miami, FL 33131. |
Item 2.
| (a) | This Schedule 13G is filed by the following (the “Reporting Persons”): |
| (i) | Arena Investors, LP (the “Investment Manager”), who serves as investment manager to the Arena Funds (defined below); |
| (ii) | Arena Investors GP, LLC, who serves as the general partner of the Investment Manager (the “IM General Partner”); |
| (iii) | Arena Finance Markets, LP (“AFM”); |
| (iv) | Arena Finance Markets GP, LLC, who serves as the general partner of AFM (the “AFM General Partner”); |
| (v) | Arena Special Opportunities (Offshore) Master, LP (“ASOFM”, and together with AFM, the “Arena Funds”); and |
| (vi) | Arena Special Opportunities Fund (Offshore) II GP, LLC, who serves as the general partner of ASOFM (the “ASOFM General Partner”). |
The Arena Funds are private investment vehicles. The Arena Funds directly own the Common Stock (as defined below) reported in this Schedule 13G.
The Investment Manager may be deemed to indirectly beneficially own the Common Stock owned by the Arena Funds.
The IM General Partner may be deemed to beneficially own the Common Stock beneficially owned by the Investment Manager.
The AFM General Partner may be deemed to indirectly beneficially own the Common Stock owned by AFM.
The ASOFM General Partner may be deemed to indirectly beneficially own the Common Stock owned by ASOFM.
Each Reporting Person disclaims beneficial ownership with respect to any Common Stock other than the Common Stock directly owned by such Reporting Person.
Page 8 of 12 Pages
| (b) | The principal business office of the Reporting Persons is 405 Lexington Avenue, 59th Floor, New York, New York 10174. |
| (c) | For citizenship information see Item 4 of the cover page of each Reporting Person. |
| (d) | This Statement relates to the Class A Common Stock, $0.0001 par value per share, of the Issuer (the “Common Stock”). |
| (e) | The CUSIP Number of the Common Stock is 67113Q105. |
Item 3. If this statement is filed pursuant to 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
| (a) | ¨ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
| (b) | ¨ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
| (c) | ¨ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). |
| (d) | ¨ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). |
| (e) | ¨ | An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E); |
| (f) | ¨ | An employee benefit plan or endowment fund in accordance with 240.13d-1(b)(1)(ii)(F); |
| (g) | ¨ | A parent holding company or control person in accordance with 240.13d-1(b)(1)(ii)(G); |
| (h) | ¨ | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
| (i) | ¨ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
| (j) | ¨ | A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J); |
| (k) | ¨ | Group, in accordance with §240.13d-1(b)(1)(ii)(K). |
If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: ___________________
Item 4. Ownership.
See Items 5-9 and 11 on the cover page for each Reporting Person, and Item 2, which information is given as of the close of business on the Event Date of February 15, 2022 and remains accurate as of the close of businesses on February 17, 2022, the business day before the date of this filing.
The percentage ownership of each Reporting Person is based on 10,630,179 shares of Common Stock outstanding as of September 30, 2021, as reported by the Issuer in its Form 10-Q/A, filed with the Securities and Exchange Commission on December 13, 2021.
Page 9 of 12 Pages
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: ¨
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
| (a) | Not applicable. |
| (b) | Not applicable. |
| (c) | By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11. |
Page 10 of 12 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 18, 2022
Arena Investors, LP
Arena Investors GP, LLC
Arena Finance Markets, LP
Arena Finance Markets GP, LLC
Arena Special Opportunities (Offshore) Master, LP
Arena Special Opportunities Fund (Offshore) II GP, LLC
| By: | /s/ Lawrence Cutler |
Name: Lawrence Cutler
Title: Authorized Signatory
Page 11 of 12 Pages
EXHIBIT INDEX
| Exhibit No. | Document | |
| 1 | Joint Filing Agreement |
Page 12 of 12 Pages