Xsolla SPAC 1 8-K

What Happened
Xsolla SPAC 1 (XSLL) filed an 8‑K reporting that it completed its initial public offering (IPO) and related private placements. On January 30, 2026 the company sold 20,000,000 units at $10.00 each (gross $200,000,000). Each unit includes one Class A ordinary share and one-half of a warrant (each whole warrant exercisable for one share at $11.50). A simultaneous private placement sold 400,000 units to Xsolla SPAC I LLC for $4,000,000. The underwriter later partially exercised the over‑allotment, and on February 2, 2026 the company issued 419,385 additional units and sold 3,146 additional private units to the sponsor. As of February 2, 2026, a total of $204,193,850 was placed in the trust account for the benefit of public shareholders. The filing also includes an audited balance sheet reflecting these proceeds.

Key Details

• IPO: 20,000,000 units at $10.00 per unit — gross proceeds $200,000,000 (consummated Jan 30, 2026).
• Private Placement: 400,000 units to Xsolla SPAC I LLC at $10.00 — $4,000,000.
• Over‑Allotment: Underwriter partially exercised option for 419,385 units (closed Feb 2, 2026) — $4,193,850.
• Additional Sponsor Purchase: 3,146 private units on Feb 2, 2026 — $31,460.
• Trust Account: $204,193,850 in the trust after placement of net proceeds (Feb 2, 2026).
• Security terms: each unit = 1 Class A share + 1/2 redeemable warrant; warrant exercise price $11.50 (subject to adjustment).

Why It Matters
This filing confirms the company completed its public offering and related placements and that the full proceeds (including over‑allotment) are held in the trust account for public shareholders — a key step for a SPAC as it moves toward identifying and completing a business combination. Investors should note the number of outstanding public units, the warrant terms (exercise price $11.50), and the total trust balance ($204.2M), which affect capital available for a merger and potential dilution if warrants are exercised.