8-K
OTG Acquisition Corp. I (OTGA)
UNITEDSTATESSECURITIES AND EXCHANGE COMMISSION**** Washington, D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 29, 2025
OTGAcquisition Corp. I
(Exact name of registrant as specified in its charter)
| Cayman Islands | 001-42837 | 98-1868600 |
|---|---|---|
| (State<br> or other jurisdiction<br><br> of incorporation) | (Commission<br><br> File Number) | (IRS<br> Employer<br><br> Identification No.) |
12003Cielo Court
PalmBeach Gardens, Florida 33418
(Address of principal executive offices) (Zip code)
Registrant’s telephone number, including area code: (917) 488-5629
Not
Applicable (Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Units, each consisting of one Class A ordinary share, $0.0001 par value per share, and one-half of one redeemable warrant | OTGAU | The Nasdaq Stock Market LLC |
| Class A ordinary shares included as part of the units | OTGA | The Nasdaq Stock Market LLC |
| Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 | OTGAW | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item8.01. Other Events.
On October 29, 2025, OTG Acquisition Corp. I (the “Company”) issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing that the holders of the Company’s units (the “Units”) may elect to separately trade the ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and warrants (the “Warrants”) included in the Units commencing on or about November 3, 2025. Each Unit consists of one Ordinary Share and one-half of one redeemable Warrant to purchase one Ordinary Share. Any Units not separated will continue to trade on The Nasdaq Global Market under the symbol “OTGAU”, and the Ordinary Shares and Warrants will separately trade on The Nasdaq Global Market under the symbols “OTGA” and “OTGAW”, respectively. No fractional Warrants will be issued upon separation of the Units and only whole Warrants will trade. Holders of Units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the Units into Ordinary Shares and Warrants.
Item9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release, dated October 29, 2025. |
| 104 | Cover<br> Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| OTG ACQUISITION CORP. I | ||
|---|---|---|
| By: | /s/ Scott Troeller | |
| Name: | Scott<br> Troeller | |
| Title: | Chief<br> Executive Officer | |
| Dated:<br> October 29, 2025 |
Exhibit99.1
OTGAcquisition Corp. I Announces the Separate Trading of its Ordinary Shares and
Warrants, Commencing on or about November 3, 2025
NEWYORK, October 29, 2025 (GLOBE NEWSWIRE) – OTG Acquisition Corp. I (Nasdaq: OTGAU) (the “Company”), a special purpose acquisition company, today announced that, commencing on or about November 3, 2025, holders of the units sold in the Company’s initial public offering completed on September 15, 2025 (the “offering”), may elect to separately trade the ordinary shares and warrants included in the units.
No fractional warrants will be issued upon separation of the units and only whole warrants will trade. The ordinary shares and warrants that are separated will trade on The Nasdaq Global Market under the symbols “OTGA” and “OTGAW,” respectively, and those units not separated will continue to trade under the symbol “OTGAU.” Holders of units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the units into ordinary shares and warrants.
A registration statement relating to these securities was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on September 11, 2025. This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
AboutOTG Acquisition Corp. I
OTG Acquisition Corp. I is a public acquisition vehicle and intends to target companies in the digital infrastructure services sector where its management has extensive investment and operational experience. The Company expects to focus on sectors whose growth is primarily driven by the expansion of data centers, digital infrastructure, power generation, communication technology and their related ecosystems.
Forward-LookingStatements
This press release contains statements that constitute “forward-looking statements,” including with respect to the Company’s search for an initial business combination. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and final prospectus for the Company’s offering filed with the SEC. Copies are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
InvestorContact
Scott Troeller
scott@xipllc.com
(917) 488-5629