Company Overview - The company is a newly organized blank check company incorporated on June 12, 2025, with no operating revenues generated to date and no specific business combination target selected yet [21]. - The company is classified as an "emerging growth company" and a "smaller reporting company," allowing it to take advantage of reduced disclosure obligations [83][84]. - The company has no operating history or revenues until the completion of its initial business combination, which poses a risk to investors [164]. Management and Strategy - The focus will be on industries that complement the management team's background, particularly in Digital Infrastructure Services, driven by the expansion of data centers and related ecosystems [22]. - The management team has significant experience in identifying and operating leading Digital Infrastructure Services companies, aiming to create value through organic and inorganic growth strategies [23]. - The company will leverage its management team's extensive relationships and expertise to identify and evaluate potential acquisition targets in the Digital Infrastructure Services sector [34]. - The management team possesses decades of experience in public and private investment, enhancing the company's ability to understand potential targets and their market trajectories [35]. - The company aims to structure transactions that deliver significant shareholder value through a growth plan developed during the diligence process [37]. Acquisition Strategy - The company aims to acquire businesses with an enterprise value between $250 million and $1 billion, focusing on those with strong market positions and competitive advantages [49]. - The acquisition strategy emphasizes targeting businesses with proven offerings and scalable business models that can benefit from the management team's expertise [49]. - The focus will also include companies with demonstrable barriers to entry and those that would benefit from being publicly traded in the U.S., enhancing access to capital and market awareness [25]. - The company will conduct thorough due diligence, including financial, operational, and legal reviews, before finalizing any acquisition [48]. - The company anticipates structuring the initial business combination to ensure that public shareholders own or acquire 100% of the equity interests or assets of the target business [55]. Financial Considerations - The company has $223,225,000 available for a business combination after expenses, which can be used for liquidity events, growth capital, or debt reduction [85]. - The company intends to complete its initial business combination using cash from its initial public offering, private placement units, equity, or debt [86]. - The company may incur up to $300,000 in repayment of loans for offering-related and organizational expenses [67]. - The total funds in the trust available for the initial business combination amount to $231,150,000, leading to an implied value of approximately $7.83 per share, representing a 22% decrease from the initial implied value of $10.05 [178][179]. Risks and Challenges - There is a risk that the company may face competition for attractive acquisition targets, which could increase costs or hinder the ability to complete a business combination [57]. - The lack of business diversification may pose risks, as success may depend entirely on the performance of a single business post-combination [97]. - The company may face operational challenges if it pursues complex business combinations requiring significant improvements [201]. - The anticipated demand for data center capacity is expected to triple by 2030, with approximately 70% of this demand driven by AI workloads, requiring an estimated $5 trillion in investments by the end of the decade [38]. - The company expects to encounter significant competition for business combination opportunities, which may increase costs and complicate the acquisition process [193]. Shareholder Rights and Redemption - Public shareholders will have the opportunity to redeem their Class A ordinary shares at a per-share price of approximately $10.05 upon completion of the initial business combination [113]. - The redemption rights will not apply to warrants or private placement units and their underlying securities upon completion of the initial business combination [123]. - If public shareholders tender more shares than the company is permitted to redeem, the tender offer will be withdrawn and the initial business combination will not be completed [121]. - A public shareholder, along with affiliates, will be restricted from seeking redemption rights for more than 20% of the public shares sold in the initial public offering without prior consent [122]. - If the initial business combination is not completed within 24 months, public shareholders who elected to redeem their shares will not receive any funds from the trust account [128]. Legal and Regulatory Considerations - The company is subject to reporting obligations under the Exchange Act, including filing annual, quarterly, and current reports with the SEC [153]. - The company may seek an independent valuation opinion if pursuing a business combination with an affiliated company [65]. - There is uncertainty regarding the recognition and enforcement of U.S. court judgments in the Cayman Islands or other jurisdictions [211]. - The board of directors may be seen as breaching fiduciary duties by paying shareholders before addressing creditor claims, exposing the company to punitive damages [219]. Sponsor and Ownership Structure - The sponsor owns 20% of the issued and outstanding ordinary shares, which may influence the outcome of shareholder votes on business combinations [168]. - The sponsor issued 5,750,000 founder shares at a price of approximately $0.004 per share, totaling $25,000 [67]. - The sponsor has agreed to waive rights to liquidating distributions from the trust account for founder shares if the initial business combination is not completed within the specified timeframe [131]. - The sponsor may receive additional Class A ordinary shares, which will equal 20% of the total Class A ordinary shares issued upon completion of the initial public offering, adjusted for certain conditions [206]. Conclusion and Future Outlook - The company may not seek to extend the time to consummate the initial business combination, which could lead to the redemption of public shares [184]. - If the initial business combination is not completed within the required time period, public shareholders may receive approximately $10.05 per public share upon liquidation [195]. - The company may depend on loans from the sponsor or management team if the net proceeds from the initial public offering are insufficient to operate for at least 24 months [1].

Financial Performance - For the three months ended September 30, 2025, the company reported a net income of $224,370, consisting of interest earned on marketable securities held in the Trust Account of $343,797, offset by general and administrative costs of $119,427[123]. - The company incurred cash used in operating activities of $335,950 from inception through September 30, 2025, with net income of $209,856 affected by income earned on marketable securities[128]. Initial Public Offering - The company completed its Initial Public Offering on September 15, 2025, raising gross proceeds of $230,000,000 from the sale of 23,000,000 Units, including the full exercise of the over-allotment option[125]. - Following the Initial Public Offering, a total of $231,150,000 was placed in the Trust Account, with transaction costs amounting to $5,370,179[127]. - The underwriters were granted a 45-day option to purchase up to 3,000,000 additional Units, which was fully exercised, generating additional proceeds for the company[135]. Trust Account and Cash Management - As of September 30, 2025, the company had cash and marketable securities held in the Trust Account totaling $231,493,797.08, intended for use in completing a Business Combination[129]. - The company intends to utilize funds held outside the Trust Account primarily for identifying and evaluating target businesses and conducting due diligence[130]. - The company has a share subscription receivable of $971,902 from the Sponsor, which will be used for operational purposes[130]. Debt and Financing - The company has no long-term debt or off-balance sheet arrangements as of September 30, 2025, and has a monthly obligation of $20,000 for office space and administrative services[133][134]. - The company may require additional financing to complete a Business Combination or to cover redemptions of Public Shares, which could involve issuing additional securities or incurring debt[132].

Core Viewpoint - OTG Acquisition Corp. I announced that starting on or about November 3, 2025, holders of units from its initial public offering can separately trade ordinary shares and warrants included in those units [1][2]. Company Information - OTG Acquisition Corp. I is a public acquisition vehicle targeting companies in the digital infrastructure services sector, leveraging its management's extensive investment and operational experience [4]. - The company plans to focus on sectors driven by the expansion of data centers, digital infrastructure, power generation, communication technology, and their related ecosystems [4]. Trading Details - No fractional warrants will be issued upon the separation of units, and only whole warrants will be available for trading [2]. - The ordinary shares and warrants will trade on The Nasdaq Global Market under the symbols "OTGA" and "OTGAW," while units that are not separated will continue to trade under the symbol "OTGAU" [2]. - Holders of units must contact Continental Stock Transfer & Trust Company to separate the units into ordinary shares and warrants [2]. Regulatory Information - A registration statement for these securities was declared effective by the U.S. Securities and Exchange Commission on September 11, 2025 [3].

Financial Performance - The company reported a net loss of $14,514 for the period from June 12, 2025, to June 30, 2025, primarily due to general and administrative costs[122]. - The company has no long-term debt or off-balance sheet arrangements as of June 30, 2025[131]. - The company has a contractual obligation to pay $20,000 per month for office space and administrative services[132]. Initial Public Offering (IPO) - The Initial Public Offering (IPO) generated gross proceeds of $230,000,000 from the sale of 23,000,000 Units, including the full exercise of the over-allotment option[124]. - An additional $7,750,000 was raised from the sale of 775,000 Private Placement Units at $10.00 per unit[124]. - Total funds placed in the Trust Account after the IPO amounted to $231,150,000, with transaction costs incurred totaling $5,370,179[126]. - The underwriters were granted a 45-day option to purchase up to 3,000,000 additional Units, which was fully exercised[133]. - The company will pay underwriters a cash fee of 4.0% of the gross proceeds of the IPO, amounting to $9,200,000, upon the consummation of the initial Business Combination[134]. Future Plans - The company intends to use substantially all funds in the Trust Account to complete its Business Combination and for working capital purposes[127]. - The company does not anticipate needing to raise additional funds for operating expenditures prior to the Business Combination[130].

Core Insights - Expedition Infrastructure Partners ("XIP") serves as a strategic institutional advisor to OTG Acquisition Corp. I, which has successfully raised $230 million in its initial public offering, targeting the rapidly growing Digital Infrastructure Services sector [1][6] - OTG aims to focus on established companies that provide essential products and services in IT infrastructure, power systems, connectivity, environmental controls, IT services, and engineering and construction, which are critical for next-generation data centers [2][6] - The digital infrastructure market is at a pivotal inflection point, with significant demand for computing power, connectivity, and energy management driven by artificial intelligence and data growth, presenting extraordinary opportunities for businesses in this ecosystem [3][6] Company Overview - OTG Acquisition Corp. I is a newly formed special purpose acquisition company focused on the expanding Digital Infrastructure Services sector, led by a management team with extensive investment, operational, and transactional expertise [6] - The company intends to identify and merge with an established, scalable business that provides mission-critical products and services supporting data centers and related infrastructure [6] - XIP will collaborate closely with OTG's board of directors to source and execute transactions in companies well-positioned to thrive in the evolving digital landscape [4]

Company Overview - OTG Acquisition Corp. I is a special purpose acquisition company targeting companies in the digital infrastructure services sector, focusing on areas driven by the expansion of data centers, digital infrastructure, power generation, and communication technology [9] Initial Public Offering (IPO) - The company closed its initial public offering of 23,000,000 units at $10.00 per unit, generating gross proceeds of $230,000,000, including 3,000,000 units from the underwriters' over-allotment option [1] - The units began trading on the Nasdaq Global Market under the ticker symbol "OTGAU" on September 12, 2025, with each unit consisting of one Class A ordinary share and one-half of one redeemable warrant [2] - Each whole warrant allows the holder to purchase one Class A ordinary share at a price of $11.50 per share [2] Private Placement - Concurrently with the IPO, the company closed on private placements of 775,000 units at $10.00 per unit, resulting in gross proceeds of $7,750,000 [3] Financial Management - Of the net proceeds from the IPO and private placements, $231,150,000 was placed in trust, equating to $10.05 per unit sold in the public offering [7] Leadership and Advisory - The company is led by CEO Scott Troeller and CFO Joseph Dunfee, with support from strategic institutional advisor Expedition Infrastructure Partners, LLC, which has expertise in digital infrastructure and related sectors [4]

Company Overview - OTG Acquisition Corp. I is a public acquisition vehicle targeting companies in the digital infrastructure services sector, leveraging management's extensive investment and operational experience [5] Initial Public Offering (IPO) Details - The company announced the pricing of its IPO, offering 20,000,000 units at $10.00 per unit, with units expected to trade on Nasdaq under the ticker symbol "OTGAU" starting September 12, 2025 [1] - The offering is expected to close on September 15, 2025, subject to customary closing conditions, with B. Riley Securities acting as the lead book-running manager [2] - Underwriters have a 45-day option to purchase up to an additional 3,000,000 units to cover over-allotments [2] Regulatory and Compliance Information - A registration statement on Form S-1 related to these securities was filed with the SEC and declared effective on September 11, 2025, with the offering being made only by means of a prospectus [3]

As filed with the U.S. Securities and Exchange Commission on September 5, 2025. Registration No. 333-289828 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 OTG Acquisition Corp. I (Exact name of registrant as specified in its charter) Cayman Islands 6770 98-1868600 (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer I ...

As filed with the U.S. Securities and Exchange Commission on August 22, 2025. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 OTG Acquisition Corp. I (Exact name of registrant as specified in its charter) Cayman Islands 6770 98-1868600 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) Classification Code Number) 12003 Cielo Court Palm Beach Gardens, ...