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UNITED
STATES
SECURITIES 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
OTG
Acquisition Corp. I
(Exact
name of registrant as specified in its charter)
| Cayman
Islands |
|
001-42837 |
|
98-1868600 |
(State
or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer
Identification No.) |
12003
Cielo Court
Palm
Beach 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
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
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.
Item
8.01. 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.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit
No. |
|
Description |
| 99.1
|
|
Press Release, dated October 29, 2025. |
| 104 |
|
Cover
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
Troeller |
| |
Title: |
Chief
Executive Officer |
| |
|
|
| Dated:
October 29, 2025 |
|
|