Xsolla SPAC 1 Announces Pricing of $200,000,000 Initial Public Offering

Rhea-AI Summary

Xsolla SPAC 1 (NASDAQ: XSLLU) priced an initial public offering of 20,000,000 units at $10.00 per unit, implying gross proceeds of $200,000,000. Each unit includes one Class A ordinary share and one-half of a redeemable warrant.

Units are expected to begin trading on Nasdaq as XSLLU on January 29, 2026, and the offering is expected to close January 30, 2026, subject to customary closing conditions. The underwriter has a 45-day option for up to 3,000,000 additional units.

Positive

• Initial offering of 20,000,000 units at $10.00 raising gross proceeds of $200,000,000
• Units expected to list on Nasdaq (XSLLU) beginning January 29, 2026
• Underwriter granted a 45-day option to buy up to 3,000,000 units

Negative

• Closings are subject to customary conditions, leaving timing and completion uncertain
• Exercise of the underwriter option could increase dilution if all 3,000,000 units are sold

Sherman Oaks, CA, Jan. 28, 2026 (GLOBE NEWSWIRE) -- Xsolla SPAC 1 (the “Company”), a newly organized special purpose acquisition company formed as a Cayman Islands exempted company, today announced the pricing of its initial public offering of 20,000,000 units at an offering price of $10.00 per unit, with each unit consisting 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. The units are expected to trade on the Nasdaq Stock Market LLC (“Nasdaq”) under the ticker symbol “XSLLU” beginning January 29, 2026. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Once the securities comprising the units begin separate trading, the Class A ordinary shares and the warrants are expected to be traded on Nasdaq under the symbols “XSLL” and “XSLLW,” respectively. The offering is expected to close on January 30, 2026, subject to customary closing conditions.

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

The Company has granted the underwriter a 45-day option to purchase up to an additional 3,000,000 units at the initial public offering price to cover over-allotments, if any.

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, when available, may be obtained through the SEC’s website at www.sec.gov. Alternatively, copies of the final prospectus relating to the offering, when available, 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

What did Xsolla SPAC 1 (XSLLU) price its IPO at and how many units were offered?

The IPO was priced at $10.00 per unit for 20,000,000 units. According to the company, each unit contains one Class A share and one-half of a redeemable warrant.

When will XSLLU begin trading on Nasdaq and what are the ticker symbols?

Units are expected to begin trading on January 29, 2026 under XSLLU. According to the company, separated shares and warrants would trade as XSLL and XSLLW respectively.

When is the XSLLU offering expected to close and are there conditions to closing?

The offering is expected to close on January 30, 2026, subject to customary closing conditions. According to the company, closing depends on satisfaction of those customary conditions.

What are the warrant terms included in XSLLU units and when can warrants be exercised?

Each whole warrant will allow purchase of one Class A share at $11.50. According to the company, warrants become exercisable after the business combination or 12 months after the Effective Date.

Does the XSLLU underwriting include an over-allotment option and how large is it?

Yes; the underwriter has a 45-day option to purchase up to 3,000,000 additional units. According to the company, this option covers potential over-allotments at the IPO price.