Filing Details

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

(Amendment No. __1____)*

 

OTR Acquisition Corp.

(Name of Issuer)

 

Class A Common Stock, par value $0.0001

(Title of Class of Securities)

 

67113Q105

(CUSIP Number)

 

December 31, 2021

(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)

☒ 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 disclosures provided in a prior cover page.

 

The information required on 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).

 

 

 

CUSIP No. 67113Q105

 

1.		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)   Boothbay Absolute Return Strategies, LP
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
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   0
		6.		SHARED VOTING POWER   665,923*
		7.		SOLE DISPOSITIVE POWER   0
		8.		SHARED DISPOSITIVE POWER   665,923*

9.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 665,923*
10.		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐
11.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.26%*
12.		TYPE OF REPORTING PERSON (see instructions) PN

 

 

CUSIP No. 67113Q105

 

1.		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Boothbay Fund Management, LLC
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
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   0
		6.		SHARED VOTING POWER   990,957*
		7.		SOLE DISPOSITIVE POWER   0
		8.		SHARED DISPOSITIVE POWER   990,957*

9.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 990,957*
10.		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐
11.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.32%*
12.		TYPE OF REPORTING PERSON (see instructions) IA, OO

 

 

CUSIP No. 67113Q105

 

1.		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Ari Glass
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
3.		SEC USE ONLY
4.		CITIZENSHIP OR PLACE OF ORGANIZATION   United States

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5.		SOLE VOTING POWER   0
		6.		SHARED VOTING POWER   990,957*
		7.		SOLE DISPOSITIVE POWER   0
		8.		SHARED DISPOSITIVE POWER   990,957*

 

9.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 990,957*
10.		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐
11.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.32%*
12.		TYPE OF REPORTING PERSON (see instructions) IN, HC

 

 

Item 1.

 

	(a)	Name of Issuer OTR Acquisition Corp. (the “Issuer”)
	(b)	Address of Issuer’s Principal Executive Offices 1395 Brickell Avenue, Suite 800 Miami, FL 33131

 

Item 2.

 

	(a)	Name of Person Filing: Boothbay Absolute Return Strategies, LP* Boothbay Fund Management, LLC* Ari Glass*
	(b)	Address of the Principal Office or, if none, residence 140 East 45th Street, 14th Floor New York, NY 10017
	(c)	Citizenship Boothbay Absolute Return Strategies, LP – Delaware Boothbay Fund Management, LLC – Delaware Ari Glass – United States
	(d)	Title of Class of Securities Class A Common Stock, par value $0.0001
	(e)	CUSIP Number 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:    N/A

 

Item 4. Ownership.

 

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

	(a)		Amount beneficially owned:   Boothbay Absolute Return Strategies, LP – 665,923* Boothbay Fund Management, LLC – 990,957* Ari Glass – 990,957*
	(b)		Percent of class: Boothbay Absolute Return Strategies, LP – 6.26%* Boothbay Fund Management, LLC – 9.32%* Ari Glass – 9.32%*
	(c)		Number of shares as to which the person has:
			(i)	Sole power to vote or to direct the vote Boothbay Absolute Return Strategies, LP – 0 Boothbay Fund Management, LLC – 0 Ari Glass – 0

 

 

			(ii)	Shared power to vote or to direct the vote Boothbay Absolute Return Strategies, LP – 665,923* Boothbay Fund Management, LLC – 990,957* Ari Glass – 990,957*
			(iii)	Sole power to dispose or to direct the disposition of Boothbay Absolute Return Strategies LP – 0 Boothbay Fund Management, LLC – 0 Ari Glass – 0
			(iv)	Shared power to dispose or to direct the disposition of Boothbay Absolute Return Strategies, LP – 665,923* Boothbay Fund Management, LLC – 990,957* Ari Glass – 990,957*

 

Instruction. For computations regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(1).

 

 

* The Class A Common Stock, par value $0.0001 (the “Shares”) of OTR Acquisition Corp., a blank check company incorporated under the laws of the State of Delaware (the “Issuer”), reported herein are held in the form of units (the “Units”). Each Unit consists of one Share and one half of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one Share. Each warrant will become exercisable on the later of thirty days after the consummation of an initial business combination (“Initial Business Combination”), as described in more detail in the Issuer’s Prospectus filed with the SEC on November 19, 2020 (the “Prospectus”) and one year after the effective date of the Prospectus and will expire five years after the completion of an Initial Business Combination, or earlier upon redemption or liquidation. In accordance with Rule 13d-3(d)(1) regarding securities which represent a right to acquire an underlying security, each Unit has been reported herein as representing the beneficial ownership of one (1) Share.

 

The Units are held by Boothbay Absolute Return Strategies, LP, a Delaware limited partnership, and one or more other private funds (the “Fund”), which is managed by Boothbay Fund Management, LLC, a Delaware limited liability company (the “Adviser”). The Adviser, in its capacity as the investment manager of the Fund, has the power to vote and the power to direct the disposition of all Units held by the Fund. Ari Glass is the Managing Member of the Adviser. Accordingly, for the purposes of Reg. Section 240.13d-3, the reporting persons herein may be deemed to beneficially own an aggregate of 990,957 Shares, or 9.32% of the 10,630,179 Shares outstanding as disclosed in the Issuer’s 10-Q filed on December 13, 2021.

 

This report shall not be deemed an admission that the Adviser, the Fund or any other person is the beneficial owner of the securities reported herein for purposes of Section 13 of the Securities Exchange Act of 1934, as amended, or for any other purpose. Each of the reporting persons herein disclaims beneficial ownership of the Shares reported herein except to the extent of the reporting person’s pecuniary interest therein.

 

 

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 ☐.

 

Instruction. Dissolution of a group requires a response to this item.

 

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

 

N/A

 

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

 

N/A

 

Item 8. Identification and Classification of Members of the Group.

 

N/A

 

Item 9. Notice of Dissolution of Group.

 

N/A

 

Item 10. Certification.