Business Context and Reporting Period
Company: Xsolla SPAC 1 (Cayman Islands exempted corporation)
Filing Type: Form 10-Q (Quarterly Report)
Reporting Period: Quarter ended September 30, 2025 (Inception: September 16, 2025)
Business Status: Blank check company formed to effect a business combination. No operations commenced as of September 30, 2025. The Initial Public Offering (IPO) was consummated subsequently on January 30, 2026.
Key Financial Metrics (As of September 30, 2025)
| Metric | Value |
|---|---|
| Total Assets | $82,400 |
| Total Liabilities | $104,062 |
| Shareholder's Deficit | ($21,662) |
| Net Loss (Inception to Sept 30, 2025) | ($46,662) |
| Cash and Cash Equivalents | $0 |
| Working Capital Deficit | ($79,062) |
| Promissory Note (Related Party) | $58,492 |
Material Changes and Subsequent Events
The financial statements reflect the pre-IPO formation period. Significant capital events occurred subsequent to the reporting period (January–March 2026):
- Initial Public Offering: 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, purchasing 419,385 additional Units for $4,193,850.
- Private Placement: Sponsor purchased 400,000 Private Placement Units ($4,000,000) at IPO closing, plus 3,146 additional units ($31,460) upon over-allotment exercise.
- Trust Account: Total of $204,193,850 deposited into the Trust Account on February 2, 2026.
- Transaction Costs: Total offering costs incurred were approximately $2.67 million ($2,632,385 at IPO + $41,756 on over-allotment).
- Debt Repayment: The related-party promissory note outstanding at period-end ($58,492) was fully repaid by March 16, 2026.
Outlook, Risks, and Management Commentary
- Business Combination Timeline: The Company has 24 months from the IPO closing (January 30, 2026) to complete a business combination. Failure to do so will result in liquidation and redemption of public shares.
- Liquidity: Pre-IPO liquidity was funded by a related-party promissory note. Post-IPO, the Company expects sufficient funds from the Trust Account and working capital outside the Trust to operate for at least one year.
- Risks: Risks include the inability to complete a business combination, market volatility due to geopolitical conflicts (Russia-Ukraine, Middle East), and potential dilution from warrant exercises or future financing needs.
- Controls and Procedures: Management concluded that disclosure controls and procedures were not effective as of September 30, 2025, though financial statements were deemed accurate. Adjustments are planned.
Investor Verification Checklist
- Trust Account Balance: Verify the $204,193,850 deposit and interest accruals in the Trust Account post-IPO.
- Redemption Rights: Confirm the terms under which public shareholders may redeem shares for a pro-rata portion of the Trust Account.
- Warrant Terms: Review the exercise price ($11.50) and redemption trigger ($18.00) for Public Warrants.
- Sponsor Commitments: Verify the Sponsor's agreement to waive redemption rights on Founder Shares and their indemnification obligations regarding Trust Account claims.
- Internal Controls: Monitor the Company's progress in remediating the ineffective disclosure controls identified in this filing.