Business Context and Reporting Period
This Form 8-K reports the consummation of the Initial Public Offering (IPO) by Xsolla SPAC 1, a Cayman Islands emerging growth company. The report covers events occurring between January 28, 2026 (SEC effectiveness of the Registration Statement) and January 30, 2026 (IPO closing). The Company is incorporated in the Cayman Islands with principal executive offices in Sherman Oaks, California.
Key Financial Metrics
- Gross Proceeds (IPO): $200,000,000 from the sale of 20,000,000 Units at $10.00 per Unit.
- Private Placement Proceeds: $4,000,000 from the sale of 400,000 Private Units to the Sponsor at $10.00 per Unit.
- Total Capital Raised: $204,000,000.
- Trust Account Balance: $200,000,000 deposited for the benefit of public shareholders.
- Warrant Exercise Price: $11.50 per share.
- Over-Allotment Option: Underwriters granted the right to purchase up to 3,000,000 additional units within 45 days.
- Revenue/Profit/Cash Flow: The filing does not provide operating revenue, profit, or cash flow metrics as the Company is a pre-business combination SPAC.
Material Changes
This filing represents the Company's transition from a private entity to a publicly traded company on The Nasdaq Stock Market LLC. Key changes include:
- Securities Registered: Units (XSLLU), Class A Ordinary Shares (XSLL), and Warrants (XSLLW) are now registered and trading.
- Capital Structure: Establishment of a trust account holding $200 million and issuance of private units to the Sponsor.
- Corporate Governance: Adoption of an Amended and Restated Memorandum and Articles of Association.
Guidance, Outlook, and Risks
Management Commentary and Outlook: The Company has completed its IPO and is now seeking an initial business combination. The filing does not provide specific financial guidance or target acquisition sectors, as these are determined post-IPO.
Risks and Contingencies:
- Lock-Up Period: Private Units held by the Sponsor are subject to transfer restrictions until 30 days after the completion of the initial business combination.
- Over-Allotment: Final capital raised may increase if the underwriters exercise the over-allotment option.
- Emerging Growth Company: The Company has elected to use the extended transition period for complying with new or revised financial accounting standards.
Investor Verification Checklist
- Verify the final exercise of the 3,000,000 unit over-allotment option within the 45-day window.
- Confirm the specific terms of the Investment Management Trust Agreement regarding interest earnings and withdrawal conditions.
- Review the Registration Statement (File No. 333-290802) for detailed risk factors and the background of the newly appointed Board of Directors.
- Monitor the 30-day post-business combination timeline for the release of Sponsor Private Units.