Xsolla SPAC 1 (NASDAQ: XSLLU) closes $200M blank-check IPO

Rhea-AI Filing Summary

Xsolla SPAC 1, a Cayman Islands blank-check company, completed its initial public offering of 20,000,000 units at $10.00 per unit, raising gross proceeds of $200,000,000. Each unit includes one Class A ordinary share and one-half of one redeemable warrant exercisable at $11.50 per share.

The company granted the underwriter a 45-day option to buy up to an additional 3,000,000 units and simultaneously completed a private placement of 400,000 units to its sponsor for $4,000,000. As of January 28, 2026, $200,000,000 of IPO and private placement proceeds were deposited into a trust account for the benefit of public shareholders.

In connection with the IPO, Xsolla SPAC 1 adopted Amended and Restated Memorandum and Articles of Association and appointed a full board of directors, including Xuan Li, Maxwell Grover, Wenfeng Yang, Perry Michael Fischer and Eugenie Levin.

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Capital markets & SPAC specialist

Xsolla SPAC 1 raises $200M in IPO and funds trust.

Xsolla SPAC 1 completed a SPAC IPO of 20,000,000 units at $10.00, for gross proceeds of $200,000,000, plus a 45-day over-allotment option for 3,000,000 additional units. Each unit bundles equity with half a warrant exercisable at $11.50 per share.

The sponsor also purchased 400,000 private units for $4,000,000, aligning incentives and adding capital. The filing states that as of January 28, 2026, $200,000,000 of IPO and private placement proceeds were placed into a trust account for the benefit of public shareholders, consistent with typical SPAC structures.

The company simultaneously put core governance in place by adopting Amended and Restated Memorandum and Articles of Association and appointing a full board. Subsequent disclosures will need to describe any future business combination the SPAC may seek, but no target has been selected according to the text.

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

January 28, 2026
Date of Report (Date of earliest event reported)

Xsolla SPAC 1

(Exact name of Registrant as specified in its charter)

Cayman Islands		001-43066		N/A
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification Number)

15260 Ventura Boulevard, Suite 2230 Sherman Oaks, CA		91403
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (877) 987-9233

N/A
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Units, each consisting of one Class A ordinary share, par value $0.0001 per share, and one-half of one redeemable warrant		XSLLU		The Nasdaq Stock Market LLC
Class A ordinary shares, par value $0.0001 per share		XSLL		The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share		XSLLW		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement.

On January 28, 2026, the registration statement on Form S-1 (File No. 333-290802) (the “Registration Statement”) relating to the initial public offering (the “IPO”) of Xsolla SPAC 1 (the “Company”) was declared effective by the U.S. Securities and Exchange Commission (the “SEC”).

On January 30, 2026, the Company consummated its IPO, which consisted of 20,000,000 units (the “Units”). Each Unit consists of one Class A ordinary share, $0.0001 par value (“Class A Ordinary Share”) and one-half of one redeemable warrant of the Company (each, a “Warrant”), with each whole Warrant entitling the holder thereof to purchase one Class A Ordinary Share for $11.50 per share (subject to adjustment). The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $200,000,000. The Company has granted D. Boral Capital LLC, the underwriter in the offering, the right to purchase up to an additional 3,000,000 units to cover over-allotments, within 45 days of the closing.

In connection with the IPO, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Company’s Registration Statements, filed with the SEC:

● Underwriting Agreement, dated January 28, 2026, by and between the Company and D. Boral Capital LLC, as representative of the underwriters, a copy of which is attached as Exhibit 1.1 hereto and incorporated herein by reference;

● Warrant Agreement, dated as of January 28, 2026, by and between the Company and Odyssey Transfer & Trust Company, as warrant agent, a copy of which is attached as Exhibit 4.1 and incorporated herein by reference;

● Letter Agreement, dated January 28, 2026, by and among the Company, Xsolla SPAC I LLC (the “Sponsor”), the initial shareholders and the officers and directors of the Company, a copy of which is attached as Exhibit 10.1 and incorporated herein by reference;

● Investment Management Trust Agreement, dated as of January 28, 2026, by and between the Company and Odyssey Transfer & Trust Company, as trustee, a copy of which is attached as Exhibit 10.2 and incorporated herein by reference;

● Registration Rights Agreement, dated as of January 28, 2026, by and among the Company and certain security holders of the Company, a copy of which is attached as Exhibit 10.3 and incorporated herein by reference;

● Private Units Subscription Agreement, dated January 28, 2026, by and between the Company and the Sponsor, a copy of which is attached as Exhibit 10.4 and incorporated herein by reference;

● Indemnity Agreement, dated as of January 28, 2026, by and among the Company and each of the officers and directors of the Company, a copy of which is attached as Exhibit 10.5 and incorporated herein by reference; and

● Administrative Services Agreement, dated January 28, 2026, by and between the Company and the Sponsor, a copy of which is attached as Exhibit 10.6 and incorporated herein by reference.

As of January 28, 2026, a total of $200,000,000 of the net proceeds from the IPO and the Private Placement (as defined below), was deposited in a trust account established for the benefit of the Company’s public shareholders.

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Item 3.02. Unregistered Sales of Equity Securities.

Simultaneously with the closing of the IPO, the Company consummated a private placement (the “Private Placement”) of an aggregate of 400,000 units (the “Private Units”) to the Sponsor, at a price of $10.00 per Private Unit, generating total proceeds of $4,000,000. Each Private Unit consists of one Class A Ordinary Share and one-half of one redeemable Warrant, with each whole Warrant entitling the holder thereof to purchase one Class A Ordinary Share for $11.50 per share (subject to adjustment).

The Private Units are identical to the Units sold in the IPO except with respect to certain registration rights and transfer restrictions, as described in the Registration Statement. Additionally, such holders agreed not to transfer, assign or sell any of the Private Units or underlying securities (except in limited circumstances, as described in the Registration Statement) until 30 days after the completion of the Company’s initial business combination. The holders were granted certain demand and piggyback registration rights in connection with the purchase of the Private Units and the underlying securities.

The Private Units were issued pursuant to Section 4(a)(2) of the Securities Act, as the transaction did not involve a public offering.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective as of January 28, 2026, the following individuals were appointed to the board of directors (the “Board”) of the Company: Xuan Li, Maxwell Grover, Wenfeng Yang, Perry Michael Fischer and Eugenie Levin. Additional information regarding, among other things, each individual’s background, board committee membership and compensatory arrangements is contained in the Registration Statement and is incorporated herein by reference.

On January 28, 2026, in connection with their appointments to the Board, each of the members of the Board entered into the Letter Agreement as well as an Indemnity Agreement with the Company filed, respectively, as Exhibits 10.1 and 10.5, herewith.

Other than the foregoing, none of the directors are party to any arrangement or understanding with any person pursuant to which they were appointed as directors, nor are they party to any transactions required to be disclosed under Item 404(a) of Regulation S-K involving the Company.

Item 5.03. Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year.

On January 28, 2026, and in connection with the IPO, the Company adopted its Amended and Restated Memorandum and Articles of Association. The Amended and Restated Memorandum and Articles of Association is filed herewith as Exhibit 3.1 and is incorporated by reference herein.

Item 8.01. Other Events.

On January 28, 2026, the Company issued a press release announcing the pricing of the IPO, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K.

On January 30, 2026, the Company issued a press release announcing the closing of the IPO, a copy of which is attached as Exhibit 99.2 to this Current Report on Form 8-K.

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Item 9.01. Financial Statements and Exhibits.

Exhibit No.		Description
1.1		Underwriting Agreement, dated January 28, 2026, by and between the Company and D. Boral Capital LLC, as representative of the underwriters
3.1		Amended and Restated Memorandum and Articles of Association
4.1		Warrant Agreement, dated as of January 28, 2026, by and between the Company and Odyssey Transfer & Trust Company, as warrant agent
10.1		Letter Agreement, dated January 28, 2026, by and among the Company, Xsolla SPAC 1, the initial shareholders and the officers and directors of the Company
10.2		Investment Management Trust Agreement, dated as of January 28, 2026, by and between the Company and Odyssey Transfer & Trust Company, as trustee
10.3		Registration Rights Agreement, dated as of January 28, 2026, by and among the Company and certain security holders of the Company
10.4		Private Units Subscription Agreement, dated January 28, 2026, by and between the Company and Xsolla SPAC I LLC
10.5		Indemnity Agreement, dated as of January 28, 2026, by and between the Company and each of the officers and directors of the Company
10.6		Administrative Services Agreement, dated January 28, 2026, by and between the Company and Xsolla SPAC 1
99.1		Press Release Dated January 28, 2026
99.2		Press Release Dated January 30, 2026
104		The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: January 30, 2026
	Xsolla SPAC 1
	By:	/s/ Dmitry Burkovskiy
	Name:	Dmitry Burkovskiy
	Title:	Chief Executive Officer

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Exhibit 99.1

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

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

Exhibit 99.2

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

Sherman Oaks, CA, Jan. 30, 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 closing of its previously announced 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 Company has granted the underwriter in the offering the right to purchase up to an additional 3,000,000 units within 45 days of the closing.

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 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) announce in this 8-K filing?

Xsolla SPAC 1 announced the completion of its initial public offering of 20,000,000 units at $10.00 per unit, raising $200,000,000 in gross proceeds. It also reported related governance changes, including adopting new governing documents and appointing a full board of directors.

How much capital did Xsolla SPAC 1 (XSLLU) raise in its IPO?

The company raised $200,000,000 in gross proceeds from selling 20,000,000 units at $10.00 each. In addition, the sponsor bought 400,000 private units for $4,000,000, providing extra capital alongside the public offering units described in the filing.

What securities are included in Xsolla SPAC 1 (XSLLU) IPO units and warrants?

Each IPO unit consists of one Class A ordinary share and one-half of one redeemable warrant. Each whole warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per share, subject to adjustment as described.

What is the purpose of Xsolla SPAC 1 (XSLLU) as described in the filing?

Xsolla SPAC 1 is a blank-check company formed to complete a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination. The filing states it has not selected any specific target or held substantive discussions about a potential business combination.

How were Xsolla SPAC 1 (XSLLU) IPO proceeds handled according to the filing?

The filing states that as of January 28, 2026, $200,000,000 of net proceeds from the IPO and the private placement were deposited into a trust account. The trust was established for the benefit of the company’s public shareholders.

What board and governance steps did Xsolla SPAC 1 (XSLLU) take with the IPO?

Effective January 28, 2026, Xsolla SPAC 1 appointed several directors, including Xuan Li and others, to its board. It also adopted Amended and Restated Memorandum and Articles of Association and entered into letter and indemnity agreements with board members.