Xsolla SPAC 1 Announces Closing of Partial Exercise of Over-Allotment

Xsolla SPAC 1 (NYSE:XSLLU) announced a partial exercise of the underwriters' over-allotment option, adding 419,385 units at $10.00 per unit for approximately $4.2 million in additional gross proceeds.

Rhea-AI Summary

Xsolla SPAC 1 (NYSE:XSLLU) announced a partial exercise of the underwriters' over-allotment option, adding 419,385 units at $10.00 per unit for approximately $4.2 million in additional gross proceeds. Total units sold rose to 20,419,385, producing $204,193,850 in aggregate gross proceeds.

Each unit includes one Class A ordinary share and one-half of a redeemable warrant; whole warrants will be exercisable after the initial business combination or 12 months after the Effective Date at an exercise price of $11.50 per share. D. Boral Capital acted as sole book-running manager.

Positive

• Total gross proceeds of $204,193,850 from the initial public offering
• Partial over-allotment added 419,385 units for approximately $4.2 million of additional capital
• Each unit includes one Class A share plus one-half warrant, providing funded equity and potential future capital via warrants

Negative

• Underwriters retain option to purchase up to 2,580,615 additional units, which could increase outstanding units if exercised
• Warrants exercisable at $11.50 may create future dilution if holders exercise into Class A shares

Argus Feb 3 session

-0.05% close to close 145.94K volume Open Argus

Details

News Market Reaction – XSLLU

On Feb 3, the first trading day after this news, XSLLU closed 0.05% below the previous close.

Data tracked by StockTitan Argus for the Feb 3 session.

Key Figures

Over-allotment units: 419,385 units Unit offering price: $10.00 per unit Additional gross proceeds: $4.2 million +5 more

Over-allotment units

419,385 units

Partial exercise of underwriters’ option

Unit offering price

$10.00 per unit

Initial public offering price

Additional gross proceeds

$4.2 million

From partial exercise of over-allotment option

Remaining over-allotment

2,580,615 units

Underwriters’ remaining option capacity

Total units sold

20,419,385 units

Total units in the IPO after partial exercise

Total IPO gross proceeds

$204,193,850

Gross proceeds for initial public offering

Warrant exercise price

$11.50 per share

Exercise price per Class A ordinary share

Effective date

January 28, 2026

SEC effectiveness of Form S-1 (File No. 333-290802)

Key Terms

special purpose acquisition company, redeemable warrant, warrant, registration statement, +4 more

8 terms

special purpose acquisition company financial

"a newly organized special purpose acquisition company formed as a Cayman..."

A special purpose acquisition company (SPAC) is a company formed with the sole purpose of raising money through a public offering to buy or merge with an existing private business. It acts like a vehicle that allows private companies to go public more quickly and with less complexity. For investors, it offers an opportunity to invest early in a potential acquisition, though it also carries risks if the intended deal doesn’t materialize.

redeemable warrant financial

"Each unit consists of one Class A ordinary share and one-half of one redeemable warrant."

A redeemable warrant is a financial tool that gives its holder the right to buy shares of a company at a fixed price within a certain period. If the holder chooses to do so, the company can buy back or cancel the warrant before it expires, often to encourage investment or manage share issuance. For investors, it provides an option to potentially buy shares at a favorable price while offering some flexibility for the issuing company.

warrant financial

"Each whole warrant, which becomes exercisable on the later of the completion..."

A warrant is a time-limited financial contract that gives its holder the right to buy a company's shares at a set price before a specified date, like a coupon that lets you purchase stock at a fixed discount for a limited time. It matters to investors because warrants offer leveraged exposure to a stock’s upside and can dilute existing shareholders if exercised, so they affect potential gains and the company’s outstanding share count.

registration statement regulatory

"A registration statement on Form S-1 (File No. 333-290802), as amended..."

A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.

form s-1 regulatory

"A registration statement on Form S-1 (File No. 333-290802), as amended..."

A Form S-1 is the registration filing a company submits to the U.S. Securities and Exchange Commission when it plans to offer stock to the public, most commonly for an initial public offering. Think of it as the company’s full disclosure packet or blueprint: it contains audited financials, business description, management background, risk factors and details of the offering, giving investors the information needed to judge the company’s financial health and potential risks before buying shares.

prospectus regulatory

"The offering is being made only by means of a prospectus."

A prospectus is a detailed document that explains a company's plans for offering new shares or investments to the public. It’s important because it provides potential investors with key information about the company’s business, risks, and how they might make money, helping them decide whether to invest. Think of it as a guidebook for understanding what you're buying into.

u.s. securities and exchange commission regulatory

"was declared effective by the U.S. Securities and Exchange Commission (the “SEC”)..."

The U.S. Securities and Exchange Commission is a government agency responsible for overseeing the stock market and protecting investors. It sets rules to ensure that companies share truthful information and that trading is fair, helping to maintain trust in the financial system. This oversight is important because it helps prevent fraud and ensures that investors can make informed decisions.

initial public offering financial

"underwriters of its previously announced initial public offering have partially exercised..."

An initial public offering (IPO) is when a private company first sells its shares to the public and becomes a stock-listed company. It matters because it allows the company to raise money from a wide range of investors, helping it grow, while giving early shareholders a way to sell some of their ownership.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Sherman Oaks, CA, Feb. 02, 2026 (GLOBE NEWSWIRE) -- Xsolla SPAC 1 (the “Company”), a newly organized special purpose acquisition company formed as a Cayman Islands exempted company, today announced that the underwriters of its previously announced initial public offering have partially exercised their option to purchase an additional 419,385 units at the public offering price of $10.00 per unit, resulting in additional gross proceeds of approximately $4.2 million. The underwriters have a remaining option to purchase up to 2,580,615 additional units. After giving effect to this partial exercise of the over-allotment option, the total number of units sold in the public offering increased to 20,419,385 units, resulting in total gross proceeds of $204,193,850 for the Company’s initial public offering.

Each unit consists of one Class A ordinary share and one-half of one redeemable warrant. Each whole warrant, which becomes exercisable on the later of the completion of the Company’s initial business combination or 12 months after the Effective Date (defined below), will entitle the holder thereof to purchase one Class A ordinary share at $11.50 per share.

D. Boral Capital LLC acted as sole book-running manager for the offering.

A registration statement on Form S-1 (File No. 333-290802), as amended, relating to the securities sold in the initial public offering was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on January 28, 2026 (the “Effective Date”). The offering is being made only by means of a prospectus. Copies of the final prospectus relating to the offering, may be obtained through the SEC’s website at www.sec.gov. Alternatively, copies of the final prospectus relating to the offering, may be obtained from: D. Boral Capital LLC, Attn: 590 Madison Avenue 39th Floor, New York, NY 10022, or by email at dbccapitalmarkets@dboralcapital.com.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Xsolla SPAC 1

Xsolla SPAC 1 is a newly incorporated blank check company incorporated as a Cayman Islands exempted company and formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. The Company has not selected any specific business combination target and has not, nor has anyone on its behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with the Company. The Company’s management team is led by Aleksandr Agapitov, its Chairman of the Board of Directors (the “Board”), Dmitry Burkovskiy, its Chief Executive Officer and Director, Rytis Joseph Jan, its Chief Financial Officer and Director and Carla Bedrosian, Esq., its Chief Legal Officer and Director. In addition, the Board includes Xuan Li, Maxwell Gover, Wenfeng Yang, Perry Michael Fischer and Eugenie Levin.

Forward-Looking Statements

This press release contains statements that constitute “forward-looking statements,” including with respect to the Company’s initial public offering (“IPO”) including the gross proceeds of the IPO, the anticipated use of the net proceeds from the IPO and the search for an initial business combination. No assurance can be given that the offering discussed above will be completed on the terms described, that the net proceeds of the offering will be used as indicated or that the Company will ultimately complete a business combination transaction in the sectors it is targeting or at all. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of Xsolla SPAC 1, including those set forth in the Risk Factors section of Xsolla SPAC 1’s registration statement and preliminary prospectus for the IPO filed with the SEC. Copies are available on the SEC’s website, www.sec.gov. Xsolla SPAC 1 undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

Contacts:

Dmitry Burkovskiy
Chief Executive Officer and Director
d.bourkovski@xsollaspac.com

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Xsolla SPAC 1 (XSLLU) announce about the over-allotment on February 2, 2026?

They announced a partial exercise adding 419,385 units, producing about $4.2 million in additional gross proceeds. According to the company, total units sold increased to 20,419,385, with aggregate gross proceeds of $204,193,850.

How many total units were sold in Xsolla SPAC 1's (XSLLU) IPO after the partial exercise?

Total units sold increased to 20,419,385 units after the partial exercise. According to the company, that figure reflects the newly added 419,385 units at the $10 public offering price.

What rights come with each unit sold by Xsolla SPAC 1 (XSLLU)?

Each unit includes one Class A ordinary share and one-half of one redeemable warrant. According to the company, whole warrants become exercisable after the business combination or 12 months after the Effective Date at $11.50 per share.

Can Xsolla SPAC 1 (XSLLU) still sell more units after this partial exercise?

Yes. According to the company, underwriters retain an option to purchase up to 2,580,615 additional units, which remains available and could increase total offering size if exercised.

Who managed Xsolla SPAC 1's (XSLLU) offering and where is the prospectus available?

D. Boral Capital LLC acted as sole book-running manager for the offering. According to the company, the final prospectus is available via the SEC website or directly from D. Boral Capital at their published contact.