OTG Acquisition Corp I-A美股招股说明书(2025-09-12版)

$200,000,000 OTG Acquisition Corp. I 20,000,000 Units OTG Acquisition Corp. I is a newly organized blank check company incorporated as a Cayman Islands exempted company and formedfor the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similarbusiness combination with one or more businesses or entities, which we refer to as our initial business combination. We have notselected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantivediscussions, directly or indirectly, with any business combination target. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one Class A ordinary share,par value $0.0001, and one-half of one redeemable warrant. No fractional warrants will be issued upon separation of the units and onlywhole warrants will trade. Accordingly, unless you purchase two public units, you will not be able to receive or trade a whole warrant.Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject toadjustment, terms and limitations as described herein. The warrants will become exercisable 30 days after the completion of our initialbusiness combination, and will expire five years after the completion of our initial business combination or earlier upon redemption orliquidation of the company, as described in this prospectus. Subject to the terms and conditions described in this prospectus, we mayredeem the warrants for cash once the warrants become exercisable. The underwriters have a 45-day option from the date of thisprospectus to purchase up to 3,000,000 additional public units to cover over-allotments, if any. We will provide our public shareholders with the opportunity to redeem, regardless of whether they abstain, vote for, or vote against,our initial business combination, all or a portion of their Class A ordinary shares that were sold as part of the units in this offering,which we refer to collectively as our public shares, upon the completion of our initial business combination at a per-share price,payable in cash, equal to the aggregate amount then on deposit in our trust account calculated as of two business days prior to theconsummation of the initial business combination, including interest earned on the funds held in the trust account (net of amountswithdrawn or eligible to be withdrawn to pay our taxes (which shall exclude the 1% U.S. federal excise tax that was implemented bythe Inflation Reduction Act of 2022 if any is imposed on us), which we refer to as permitted withdrawals), divided by the number ofthen-issued and outstanding public shares, subject to applicable law and limitation and on the conditions described herein. As furtherdescribed in this prospectus, our amended and restated memorandum and articles of association will provide that a public shareholder,together with any affiliate or any other person with whom such shareholder is acting in concert or as a “group” (as defined underSection 13 of the Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its public shares withrespect to more than an aggregate of 20% of the public shares sold in this offering, without our prior consent. If we do not consummatean initial business combination within 24 months from the closing of this offering (as may be extended by shareholder approval toamend our amended and restated memorandum and articles of association) or our board of directors approves an earlier liquidation, wewill redeem 100% of the public shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trustaccount, including interest earned on the funds held in the trust account and not previously released to us for permitted withdrawals(less up to $100,000 of interest to pay dissolution expenses), divided by the number of the then issued and outstanding public shares,subject to applicable law and certain conditions as further described herein. We may seek shareholder approval to amend our amendedand restated memorandum and articles of association to extend the date by which we must consummate our initial businesscombination. If we seek shareholder approval for an extension, and the related amendments are approved by a special resolution of theshareholders, holders of our public shares will be offered an opportunity to redeem their shares in connection with the implementationof any such amendment. Redemption rights may also be available to shareholders in certain other circumstances as described hereinand in our amended and restated memorandum and articles of association. Our sponsor, OTG Acquisition Sponsor LLC, and the underwriters in this offering, have agreed to purchase an aggregate of 700,000private placement units (or up to 775,000 private placement units if the underwriters’ over-allotment opt