Business Context and Reporting Period
This Form 8-K filing by Xsolla SPAC 1, an emerging growth company incorporated in the Cayman Islands, reports events occurring on February 2, 2026. The filing details the partial exercise of an over-allotment option and a concurrent private placement following the company's initial public offering (IPO) consummated on January 30, 2026.
Key Financial Metrics
- Over-Allotment Proceeds: The underwriter purchased 419,385 additional units at $10.00 per unit, generating gross proceeds of $4,193,850.
- Private Placement Proceeds: An additional 3,146 private units were sold to the sponsor at $10.00 per unit, generating gross proceeds of $31,460.
- Total Trust Account Balance: Following the deposit of net proceeds from the over-allotment and additional private units, the trust account holds a total of $204,193,850.
- Remaining Over-Allotment Option: The underwriters retain the right to purchase up to 2,580,615 additional units.
- Warrant Exercise Price: $11.50 per share.
Material Changes
Compared to the initial IPO closing on January 30, 2026, the company has increased its capital raised through the partial exercise of the over-allotment option. The total number of units issued has increased from the initial 20,000,000 to 20,419,385 (including the over-allotment units). Consequently, the funds held in the trust account have increased from the initial $200,000,000 to $204,193,850.
Outlook, Risks, and Management Commentary
The filing confirms the successful execution of the over-allotment option and the simultaneous private placement, ensuring the trust account is funded to support the expanded unit count. The company issued a press release (Exhibit 99.1) announcing these transactions. No specific forward-looking guidance, risk factors, or unusual items beyond the standard SPAC structure and warrant terms are detailed in this specific report.
Investor Verification Checklist
- Verify the final total number of units outstanding after the full expiration or exercise of the remaining 2,580,615 over-allotment units.
- Confirm the exact date the remaining over-allotment option expires (45 days from the initial closing).
- Review the attached press release (Exhibit 99.1) for any additional details on the use of proceeds or strategic plans.
- Monitor the trust account balance for any changes due to interest income or withdrawals prior to a business combination.