Business Context and Reporting Period
Xsolla SPAC 1 is a Cayman Islands exempted corporation formed as a blank check company for the purpose of effecting a business combination. The filing covers the quarter and six months ended June 30, 2026. The Company consummated its Initial Public Offering (IPO) on January 30, 2026, and a partial exercise of the over-allotment option on February 2, 2026. As of the reporting date, the Company has not commenced operations and has not selected a specific business combination target.
Key Financial Metrics
| Metric | Value (Six Months Ended June 30, 2026) | Value (Three Months Ended June 30, 2026) |
|---|---|---|
| Net Income | $2,757,990 | $1,655,116 |
| Operating Loss | $(368,468) | $(145,106) |
| Interest Income (Trust Account) | $2,965,858 | $1,800,222 |
| Total Assets | $209,003,797 | N/A |
| Cash and Investments in Trust Account | $207,159,708 | N/A |
| Cash (Outside Trust) | $1,750,553 | N/A |
| Total Liabilities | $405,098 | N/A |
| Shares Outstanding (Class A) | 20,873,579 | N/A |
| Shares Outstanding (Class B) | 6,806,462 | N/A |
Material Changes vs. Prior Period
- Trust Account Growth: The Trust Account balance increased from $0 as of December 31, 2025, to $207,159,708 as of June 30, 2026, following the IPO and partial over-allotment exercise. This includes approximately $2.97 million in interest income earned during the six-month period.
- Profitability: The Company transitioned from an accumulated deficit of $(76,662) at year-end 2025 to retained earnings of $1,438,266 by June 30, 2026, driven primarily by interest income on trust assets.
- Share Capital: Class B Founder Shares were reduced from 7,666,667 to 6,806,462 following the forfeiture of 860,205 shares due to the unexercised portion of the over-allotment option.
- Liabilities: Current liabilities increased to $405,098 from $274,682, primarily due to accrued expenses and amounts due to the Sponsor and related parties.
Outlook, Risks, and Management Commentary
- Business Combination Deadline: The Company has 24 months from the IPO closing (January 30, 2026) to complete a business combination. If unsuccessful, the Company will liquidate and redeem public shares.
- Liquidity: The Company holds $1.75 million in cash outside the Trust Account for working capital and transaction costs. Management does not currently anticipate needing to raise additional funds but may need to do so if due diligence costs exceed estimates or if significant redemptions occur.
- Internal Control Weakness: Management identified a material weakness in internal control over financial reporting related to inadequate segregation of duties and insufficient written policies due to limited personnel. Remediation efforts are underway.
- Risks: Risks include the inability to complete a business combination, market volatility due to geopolitical conflicts (e.g., Russia-Ukraine, Middle East), and the potential for the Sponsor to be unable to satisfy indemnification obligations if third-party claims reduce Trust Account funds.
- Accounting Correction: The Company corrected an immaterial error in the calculation of weighted-average Class B shares for the prior quarter, resulting in a reallocation of net income between share classes.
Investor Verification Checklist
- Verify the 24-month deadline for completing a business combination and the implications of liquidation if missed.
- Confirm the status of the material weakness in internal controls and the progress of remediation efforts.
- Monitor the Trust Account balance ($207.16M) and the per-share redemption value, noting that interest income is subject to withdrawal for taxes.
- Review the related party transactions, including the $10,000 monthly administrative fee to the Sponsor and the $100,000 due to the Sponsor.
- Assess the Warrant terms, specifically the $11.50 exercise price and the $18.00 redemption trigger price.