OTG Acquisition Corp. I

For the period ended Dec 31, 2025. Filed Mar 27, 2026.

About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Mar 27, 2026

OTGA$10.26-0.0%Stored close · as of Nov 6, 2026

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Contents

CERTAIN TERMS

Unless otherwise stated in this Annual Report on Form 10-K (this “Report” or “Annual Report”), references to:

●	“amended and restated memorandum and articles of association” refers to the amended and restated memorandum and articles of association of the Company which were adopted on the effectiveness of our registration statement in connection with our initial public offering;
●	“board of directors” are to the board of directors of the Company;
●	“B. Riley” are to B. Riley Securities, Inc., an underwriter in our initial public offering;
●	“Class A ordinary shares” are to the Class A ordinary shares of par value US$0.0001 each in the capital of the Company;
●	“Class B ordinary shares” are to the Class B ordinary shares of par value US$0.0001 each in the capital of the Company;
●	“Companies Act” are to the Companies Act (As Revised) of the Cayman Islands as the same may be amended from time to time;
●	“company,” “Company,” “we,” “us,” “our,” or “our company” are to OTG Acquisition Corp. I, a Cayman Islands exempted company;
●	“Excise Tax” shall mean the 1% U.S. federal excise tax that was implemented by the Inflation Reduction Act of 2022;
●	“founder shares” are to our Class B ordinary shares issued and outstanding immediately prior to our initial public offering and the Class A ordinary shares that will be issued upon the automatic conversion of the Class B ordinary shares concurrently with or immediately following the consummation of our initial business combination or earlier at the option of the holder on a one-for-one basis, subject to adjustment as described herein (for the avoidance of doubt, such Class A ordinary shares will not be “public shares” with redemption rights);
●	“initial public offering” are to the Company’s initial public offering of units, including the units sold in connection with the fully exercised over-allotment option granted to the underwriters of the Company’s initial public offering;
●	“management” or “our management team” are to our executive officers and directors;
●	“ordinary shares” are to our Class A ordinary shares and our Class B ordinary shares;
●	“ordinary resolution” are to a resolution of the Company passed by a simple majority of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting of the Company, or a resolution approved in writing by all of the holders of the issued shares entitled to vote on such matter (or such lower threshold as may be allowed under the Companies Act from time to time);
●	“permitted withdrawals” means amounts withdrawn or eligible to be withdrawn to pay our taxes (and such withdrawals can only be made from interest and not from the principal held in the trust account);
●	“private placement shares” are to the Class A ordinary shares underlying the private placement units issued to our sponsor and the underwriters in the private placement in connection with the closing of our initial public offering, or upon conversion of working capital loans, as further described in this Annual Report;

●	“private placement units” are to the private placement units issued to our sponsor and the underwriters in the private placement in connection with the closing of our initial public offering (which private placement units are identical to the public units sold in our initial public offering, subject to certain limited exceptions as described in this Annual Report) and upon conversion of working capital loans, as further described in this Annual Report;
●	“private placement warrants” are to the non-redeemable warrants underlying the private placement units issued to our sponsor and the underwriters in the private placement in connection with the closing of our initial public offering, or upon conversion of working capital loans, as further described in this Annual Report;
●	“public shareholders” are to the holders of our public shares, including our sponsor and management team to the extent our sponsor and/or members of our management team purchase public shares, provided that our sponsor’s and each member of our management team’s status as a “public shareholder” will only exist with respect to such public shares;
●	“public shares” are to our Class A ordinary shares sold as part of the public units in our initial public offering (whether they were purchased in our initial public offering or thereafter in the open market);
●	“public warrants” are to the redeemable warrants sold as part of the public units in our initial public offering (whether they were purchased in our initial public offering or thereafter in the open market, including warrants that may be acquired by our sponsor or its affiliates thereafter in the open market following our initial public offering);
●	“Registrar of Companies” are to the Registrar of Companies of the Cayman Islands;
●	“special resolution” are to a resolution of the Company passed by a majority of at least two-thirds (2/3) (or such higher approval threshold as specified in the Company’s amended and restated memorandum and articles of association) of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting of the Company of which notice specifying the intention to propose the resolution as a special resolution has been duly given, or a resolution approved in writing by all of the holders of the issued shares entitled to vote on such matter (or such lower threshold as may be allowed under the Companies Act from time to time);
●	“sponsor” are to OTG Acquisition Sponsor LLC, a Delaware limited liability company;
●	“trust account” are to the trust account established in connection with the initial public offering;
●	“warrants” are to our redeemable public warrants and non-redeemable private placement warrants, as further described in this Annual Report;
●	“underwriters” or “underwriter” are to B. Riley, Northland Securities, Inc. (d/b/a Northland Capital Markets) and Lake Street Capital Markets, LLC; and
●	“unit” are to a unit offered in our initial public offering at an offering price of $10.00 per unit and consisting of one Class A ordinary share and one-half of one redeemable warrant.

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