Business Context and Reporting Period
Company: Xsolla SPAC 1 (Cayman Islands exempted company)
Filing Type: Form 10-K (Annual Report)
Reporting Period: Fiscal year ended December 31, 2025 (Inception: September 16, 2025)
Business Status: Blank check company (SPAC) with no operating history or revenues. Formed to effect a merger, share exchange, or asset acquisition with one or more businesses.
Target Sectors: Video Games, Financial Technology (FinTech), Advertising Technology (Ad Tech), and Telecommunications.
Target Size: Aggregate enterprise value between $500 million and $1 billion.
Key Financial Metrics
Revenue: $0 (No operations commenced as of December 31, 2025).
Net Loss: $76,662 for the period from inception through December 31, 2025, consisting of formation, general, and administrative costs.
Cash Position (Dec 31, 2025): $0.
Working Capital Deficit (Dec 31, 2025): $270,009.
Debt (Dec 31, 2025): $241,415 outstanding under a promissory note from the Sponsor (non-interest bearing, unsecured).
Trust Account (Post-IPO): $204,193,850 (as of February 2, 2026, subsequent to the reporting period).
Material Changes and Subsequent Events
The financial statements reflect the pre-IPO period. Significant capital events occurred subsequent to December 31, 2025:
- Initial Public Offering (IPO): Consummated on January 30, 2026. Sold 20,000,000 Units at $10.00 per Unit, generating $200,000,000 in gross proceeds.
- Over-Allotment Exercise: On February 2, 2026, underwriters partially exercised the over-allotment option for 419,385 Units, generating an additional $4,193,850.
- Private Placement: Simultaneously with the IPO and over-allotment, the Sponsor purchased 403,146 Private Placement Units for approximately $4,031,460.
- Trust Account Funding: Total of $204,193,850 placed in the Trust Account on February 2, 2026.
- Over-Allotment Forfeiture: On March 11, 2026, the remaining unexercised over-allotment option (2,580,615 Units) was forfeited. Consequently, the Sponsor surrendered 860,205 Founder Shares for no consideration.
- Debt Repayment: The promissory note outstanding at year-end was fully repaid by March 16, 2026.
Guidance, Outlook, and Risks
Outlook: The Company has 24 months from the IPO closing (January 30, 2026) to consummate an initial business combination. If unsuccessful, the Company will liquidate and redeem public shares from the Trust Account.
Management Commentary: Management intends to leverage the Xsolla ecosystem and the team's experience in gaming and fintech to source proprietary deal flow. The strategy focuses on high-growth sectors with strong secular tailwinds.
Risks and Contingencies:
- Internal Controls: Disclosure controls and procedures were deemed ineffective as of December 31, 2025, due to inadequate segregation of duties and insufficient written policies.
- Cybersecurity: As a blank check company, the entity relies on third-party digital technologies and lacks its own cybersecurity risk management program.
- Geopolitical Risks: The filing highlights material risks from escalating conflicts (Russia-Ukraine, Middle East, U.S.-Israel-Iran) affecting global trade, energy markets, and financial stability.
- Trust Account Claims: While the Sponsor has agreed to indemnify the Trust Account against third-party claims, the Company has not verified the Sponsor's ability to satisfy these obligations.
Investor Verification Checklist
- Verify the final count of outstanding Class A and Class B shares following the forfeiture of the remaining over-allotment option and the surrender of Founder Shares.
- Confirm the exact balance in the Trust Account as of the most recent filing, including accrued interest.
- Review the status of the Sponsor's indemnity obligations regarding the Trust Account and the Sponsor's financial capacity to meet them.
- Monitor the timeline for the initial business combination (deadline: January 30, 2028) and any potential extension votes.
- Assess the effectiveness of remediation efforts regarding the previously identified ineffective internal controls over financial reporting.