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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
March 17, 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 8.01. Other Events.
On March 17, 2026, Xsolla SPAC 1 (the “Company”)
announced that, on March 18, 2026, the holders of the Company’s units (the “Units”) may elect to separately trade the
Class A ordinary shares and warrants included in 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). No fractional warrants
will be issued upon separation of the Units and only whole Warrants will trade. Any Units not separated will continue to trade on The
Nasdaq Stock Market (“Nasdaq”) under the symbol “XSLLU”. Any underlying Class A Ordinary Shares and Warrants that
are separated will trade on Nasdaq under the symbols “XSLL” and “XSLLW,” respectively. Holders of Units will need
to have their brokers contact Odyssey Transfer & Trust Company, the Company’s transfer agent, in order to separate the holders’
Units into Class A Ordinary Shares and Warrants.
A copy of the press release
issued by the Company announcing the separate trading of the securities underlying the Units is attached hereto as Exhibit 99.1.
Item 9.01. Financial
Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release |
| 104 |
|
The Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: March 17, 2026 |
|
|
| |
|
|
| |
Xsolla SPAC 1 |
| |
|
|
| |
By: |
/s/ Dmitry Burkovskiy |
| |
Name: |
Dmitry Burkovskiy |
| |
Title: |
Chief Executive Officer |
Exhibit 99.1
Xsolla SPAC 1 Announces the Separate Trading
of its Class A Ordinary Shares and Warrants Commencing March 18, 2026
Sherman Oaks, CA, March 17, 2026 (GLOBE NEWSWIRE) -- Xsolla SPAC 1,
a newly organized special purpose acquisition company formed as a Cayman Islands exempted company (Nasdaq: XSLLU) (the “Company”),
announced today that, commencing March 18, 2026, holders of the units sold in the Company’s initial public offering may elect to
separately trade the Company’s Class A ordinary shares and warrants included in the units.
No fractional warrants will be issued upon separation of the units
and only whole warrants will trade. The Class A ordinary shares and warrants that are separated will trade on The Nasdaq Stock Market
under the symbols “XSLL” and “XSLLW,” respectively. Those units not separated will continue to trade on The Nasdaq
Stock Market under the symbol “XSLLU.” Holders of units will need to have their brokers contact Odyssey Transfer &
Trust Company, the Company’s transfer agent, in order to separate the units into Class A ordinary shares and warrants.
A registration statement relating to the securities was declared effective
on January 28, 2026. This press release shall not constitute an offer to sell or the 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’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 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 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
