If You Invested in OTG ACQUISITION CORP. I (OTGAW)

OTG Acquisition Corp. I (warrant trading under the symbol OTGAW) is associated with a special purpose acquisition company (SPAC) that is described as a public acquisition vehicle. According to company disclosures, OTG Acquisition Corp. I intends to target businesses in the digital infrastructure services sector, with a focus on areas where its management team has investment and operational experience.

The company states that it expects to concentrate on sectors whose growth is driven by the expansion of data centers, digital infrastructure, power generation, communication technology and related ecosystems. This focus reflects an interest in businesses that support the increasing demand for data processing, connectivity and supporting infrastructure.

OTG Acquisition Corp. I completed an initial public offering of units on the Nasdaq Global Market under the symbol OTGAU. Each unit consists of one Class A ordinary share and one-half of one redeemable warrant, with whole warrants intended to trade separately under the symbol OTGAW once the components of the units begin separate trading. The warrants are designed to give holders the right to purchase Class A ordinary shares at a specified exercise price, as disclosed in the company’s offering materials.

As a blank check company in the "Blank Checks" sector, OTG Acquisition Corp. I was formed for the purpose of effecting a business combination with one or more operating businesses. The company’s stated strategy is to identify and combine with a target in digital infrastructure services and adjacent fields linked to data centers, power and communication technology.

According to its public communications, OTG Acquisition Corp. I is supported by a strategic institutional advisor whose team has experience in digital infrastructure, electrification, energy transition, grid resiliency, circular economy technologies and business services. This advisory relationship is presented as a resource for sourcing and evaluating potential business combination opportunities within the company’s focus sectors.

The gross proceeds from the company’s initial public offering and concurrent private placements were placed into a trust account, as described in its offering press release. Funds held in trust are intended to be used in connection with the company’s initial business combination or returned to public shareholders if a qualifying transaction is not completed within the timeframe set out in its governing documents and registration statement.

Because OTG Acquisition Corp. I is a SPAC, it does not describe any existing operating business of its own. Instead, its value proposition to investors is tied to its ability to identify, evaluate and complete a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with a company in its stated focus areas.

Business focus and target sectors

In its public descriptions, OTG Acquisition Corp. I highlights an intended focus on:

• Digital infrastructure services
• Businesses linked to the expansion of data centers
• Digital infrastructure supporting data and connectivity
• Power generation related to digital infrastructure needs
• Communication technology and related ecosystems

This focus outlines the types of businesses the company may seek as a combination partner, rather than describing current operations.

Capital structure and warrants

The company’s units, initially listed under OTGAU, consist of Class A ordinary shares and redeemable warrants. Once separated, the Class A ordinary shares are expected to trade under OTGA, and the warrants under OTGAW. Each whole warrant is described as entitling the holder to purchase one Class A ordinary share at a specified price per share, as disclosed in the company’s offering documents and press releases.

Investors considering OTGAW are therefore gaining exposure to warrants linked to potential future shares of OTG Acquisition Corp. I, subject to the terms and conditions set out in the warrant agreement and registration statement.

SPAC structure and purpose

As a blank check company, OTG Acquisition Corp. I raises capital first and then seeks a suitable target business. The company’s disclosures emphasize its intention to use its management and advisory expertise in digital infrastructure and related sectors to identify a business combination candidate. Until such a transaction is completed, the company’s primary activities are expected to relate to evaluating potential targets and managing the funds held in trust.

Key considerations for investors

Investors reviewing OTG Acquisition Corp. I and the OTGAW warrants may wish to understand:

• The company’s stated sector focus in digital infrastructure services and related ecosystems
• The SPAC structure, including the role of the trust account and the conditions for completing a business combination
• The terms of the redeemable warrants associated with the OTGAW symbol, as described in the company’s offering materials

Because OTG Acquisition Corp. I is a SPAC, its long-term business profile will depend on the specific target it ultimately combines with, if a transaction is completed.