Xsolla SPAC 1 (NASDAQ: XSLLU) boosts trust to $204.2M

Rhea-AI Filing Summary

Xsolla SPAC 1 reports the partial exercise of the underwriters’ over-allotment option and an additional private placement tied to its recent IPO. The underwriters purchased 419,385 extra units at $10.00 each, and the sponsor bought 3,146 additional private placement units at $10.00 each.

After underwriting fees and transfers, a total of $4,193,850 of net proceeds from these additional units was added to the trust account. This brought the balance in the trust account, which holds funds for public shareholders, to $204,193,850 as reflected in the accompanying unaudited pro forma balance sheet.

Insights

SPAC & Capital Markets Analyst

Over-allotment exercise modestly increases Xsolla SPAC 1’s cash in trust with routine SPAC mechanics.

Xsolla SPAC 1 discloses that underwriters partially exercised their over-allotment option for 419,385 units at $10.00, alongside 3,146 additional private placement units bought by the sponsor. Together these transactions generated gross proceeds of $4,193,850 for the structure.

After paying the over-allotment underwriting fee of $31,454 and related adjustments, the entire $4,193,850 of net proceeds was deposited into the trust account, raising its balance to $204,193,850 as of the pro forma date. Pro forma entries also release a portion of the over-allotment option liability and accrete Class A shares subject to redemption to $10.00 per share.

These steps are typical for a SPAC following IPO when underwriters partially exercise their option. The pro forma balance sheet mainly clarifies how the added capital and related adjustments affect liabilities, redemption-class shares, and additional paid-in capital; future filings will show any impact from further exercises within the underwriters’ 45-day option window.

false 0002088807 00-0000000 0002088807 2026-02-02 2026-02-02 0002088807 XSLLU:UnitsEachConsistingOfOneClassOrdinaryShareParValue0.0001PerShareAndOnehalfOfOneRedeemableWarrantMember 2026-02-02 2026-02-02 0002088807 XSLLU:ClassOrdinarySharesParValue0.0001PerShareMember 2026-02-02 2026-02-02 0002088807 XSLLU:WarrantsEachWholeWarrantExercisableForOneClassOrdinaryShareAtExercisePriceOf11.50PerShareMember 2026-02-02 2026-02-02 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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

February 2, 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.

As previously disclosed, on January 30, 2026, Xsolla SPAC 1 (the “Company”) consummated its initial public offering (“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.

As previously disclosed, 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 Xsolla SPAC I LLC, 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).

As previously disclosed, subsequently, on January 30, 2026, the Underwriter partially exercised the Over-Allotment Option for 419,385 Units. The closing of the issuance and sale of the additional Units (the “Over-Allotment Option Units”) occurred on February 2, 2026. The total aggregate issuance by the Company of 419,385 Over-Allotment Option Units at a price of $10.00 per unit generated total gross proceeds of $4,193,850. On February 2, 2026, simultaneously with the sale of the Over-Allotment Option Units, the Company consummated the private sale of an additional 3,146 Private Units to the Sponsor generating gross proceeds of $31,460.

On February 2, 2026 an additional $4,193,850 consisting of the net proceeds from the sale of the Over-Allotment Option Units and the additional Private Units was placed in the trust account established for the benefit of the Company’s public shareholders, resulting in a total of $204,193,850 held in the trust account.

An unaudited pro forma balance sheet reflecting receipt of the proceeds from the sale of the Over-Allotment Option Units is included as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
99.1		Pro Forma Balance Sheet
104		The Cover Page Interactive Data File (embedded within the Inline XBRL document)

1

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: February 6, 2026
	Xsolla SPAC 1
	By:	/s/ Dmitry Burkovskiy
	Name:	Dmitry Burkovskiy
	Title:	Chief Executive Officer

2

Exhibit 99.1

XSOLLA SPAC 1

PRO FORMA UNAUDITED BALANCE SHEET

		January 30, 2026				Pro Forma Adjustments (Unaudited)						As Adjusted (Unaudited)
Assets:
Current asset
Cash		$	1,874,477				6			(4)		$	1,874,483
Total current asset			1,874,477				6						1,874,483
Cash held in Trust Account			200,000,000				4,193,850			(1)			204,193,850
							31,460			(2)
							(31,454	)		(3)
							(6	)		(4)
Total Assets		$	201,874,477				4,193,856					$	206,068,333
Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders’ Equity:
Current liabilities
Accrued offering costs		$	75,000									$	75,000
Over-allotment option liability			186,700				(26,100	)		(5)			160,600
Promissory note – related party			53,642										53,642
Total current liabilities			315,342				(26,100	)					289,242
Total Liabilities			315,342				(26,100	)					289,242
Commitments and Contingencies (Note 6)
Class A ordinary shares subject to possible redemption, $0.0001 par value; 20,419,385 shares at redemption value of $10.00 per share			200,000,000				4,122,555			(1)			204,193,850
							(31,115	)		(3)
							26,100			(5)
							(10,114	)		(6)
							86,424			(7)
							4,193,850
Shareholders’ Equity
Preference shares, $0.0001 par value; 5,000,000 shares authorized; no shares issued or outstanding			—										—
Class A ordinary shares, $0.0001 par value; 475,000,000 shares authorized; 454,194 shares issued and outstanding (excluding 20,419,385 shares subject to possible redemption)			45				—			(2)			45
							—			(6)
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 7,666,667 shares issued and outstanding (1)(2)(3)			767										767
Additional paid-in capital			1,696,603				71,295			(1)			—
							31,460			(2)
							(339	)		(3)
							(188	)		(6)
							10,302			(6)
							(86,424	)		(7)			1,722,709
Accumulated deficit			(138,280	)									(138,280	)
Total Shareholders’ Equity			1,559,535				26,106						1,585,241
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders’ Equity		$	201,874,477				4,193,856					$	206,068,333

(1)	Includes an aggregate of up to 1,000,000 Class B ordinary shares which will be surrendered to the Company for no consideration if the over-allotment option is not exercised in full or in part by the underwriters (see Note 5).
(2)	On January 28, 2026, the Sponsor surrendered 1,916,666 Founder Shares to the Company for no consideration, resulting in the Sponsor holding an aggregate of 7,666,667 Founder Shares. All shares and per share amounts have been retroactively presented.
(3)	As a result of the partial exercise by the underwriters of the over-allotment option on February 2, 2026, 139,795 Founder Shares are no longer subject to forfeiture.

See Note to Pro forma Unaudited Balance Sheet.

F-1

XSOLLA SPAC 1

NOTES TO PRO FORMA UNAUDITED BALANCE SHEET

NOTE 1 - CLOSING OF OVER-ALLOTMENT OPTION AND ADDITIONAL PRIVATE PLACEMENT

The accompanying unaudited Pro forma Balance Sheet presents the Balance Sheet of Xsolla SPAC 1 (the “Company”) as of January 30, 2026 adjusted for the closing of the partial exercise of the underwriters’ overallotment option and related transactions, which occurred on February 2, 2026, as described below.

The registration statement for the Company’s Initial Public Offering was declared effective on January 28, 2026. On January 30, 2026, the Company consummated the Initial Public Offering of 20,000,000 units (the “Units”), at $10.00 per Unit, generating gross proceeds of $200,000,000. Each Unit consists of one Class A ordinary share (each, a “Public Share”) and one-half of one redeemable warrant (each, a “Public Warrant”). Each whole Public Warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as described in the Company’s prospectus.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 400,000 private placement units (the “Private Placement Units”) at a price of $10.00 per Private Placement Unit, in a private placement to the Company’s sponsor, Xsolla SPAC I LLC (the “Sponsor”), generating gross proceeds of $4,000,000. Each Private Placement Unit consists of one Class A ordinary share and one-half of one warrant (“Private Placement Warrant). Each Private Placement Warrant entitles the holder thereof to purchase one whole Class A ordinary share at a price of $11.50 per share, subject to adjustment, terms and limitations as described in the Company’s prospectus. The Private Placement Units are identical to the Units sold in the Initial Public Offering, subject to certain limited exceptions as described in the Company’s prospectus. The Private Placement Warrants included within the Private Placements Units are identical to the Public Warrants comprising part of the Units sold in the Initial Public Offering.

The Company granted the underwriters a 45-day option from the date of the Initial Public Offering to purchase up to 3,000,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions.

On February 2, 2026, the Company consummated the closing of an additional 419,385 Units sold pursuant to the underwriters’ partial exercise of their over-allotment option, generating gross proceeds of $4,193,850. Simultaneously with the consummation of the partial exercise of over-allotment option on February 2, 2026, the Company also consummated the sale of an additional 3,146 Private Placement Units to the Sponsor at a price of $10.00 per Private Placement Unit, generating gross proceeds of $31,460. Following the sale of the additional Units, all of the net proceeds from the sale of additional Units and additional Private Placement Units totaling to $4,193,850 have been added in the Trust Account. The underwriters were entitled to a cash underwriting discount of $0.075 per additional Unit or $31,454 in aggregate, paid on February 2, 2026 and the $6 has been transferred to the Company’s bank operating account. As a result of the partial exercise by the underwriters of the over-allotment option, 139,795 Founder Shares are no longer subject to forfeiture and the Company agreed to issue additional 1,048 Representative Shares to the representative of underwriters. The underwriters have 45 days from the date of the Initial Public Offering to purchase the remaining 2,580,615 Units.

As of February 2, 2026, a total of $204,193,850 of the net proceeds from the Initial Public Offering (including the additional Units sold as the result of the partial exercise by the underwriters of their over-allotment option) and the sale of the Private Placement Units were placed in the Trust Account.

Pro forma adjustments to reflect the partial exercise of the underwriters’ over-allotment option and sale of the additional Private Placement Units are as follows:

		Pro forma entries
1		Cash held in Trust Account			4,193,850
		Class A ordinary shares subject to possible redemption							4,122,555
		Additional paid-in capital							71,295
		To record sale of 419,385 over-allotment Units at $10.00 per Unit.
2		Cash held in Trust Account			31,460
		Class A ordinary shares							—
		Additional paid-in capital							31,460
		To record sale of 3,146 additional Private Placement Units to Sponsor at $10.00 per Private Placement Unit
3		Class A ordinary shares subject to possible redemption			31,115
		Additional paid-in capital			339
		Cash held in Trust Account							31,454
		To record payment of $0.075 per over-allotment Unit of cash underwriting fee to underwriters
4		Cash			6
		Cash held in Trust Account							6
		To record net transfer of cash to avoid overfunding of Trust Account

F-2

XSOLLA SPAC 1

NOTES TO PRO FORMA UNAUDITED BALANCE SHEET

NOTE 1 - CLOSING OF OVER-ALLOTMENT OPTION AND ADDITIONAL PRIVATE PLACEMENT (cont.)

		Pro forma entries (cont.)
5		Over-allotment option liability			26,100
		Class A ordinary shares subject to possible redemption							26,100
		To release the value of 419,385 over-allotment option liability due to the partial exercise of the underwriters of their over-allotment option
6		Class A ordinary shares subject to possible redemption			10,114
		Additional paid-in capital			188
		Class A ordinary shares							—
		Additional paid-in capital							10,302
		To record the fair value of 1,048 additional Representative Shares issued to the representative of the underwriters
7		Additional paid-in capital			86,424
		Class A ordinary shares subject to possible redemption							86,424
		To record accretion of Class A ordinary shares subject to redemption to an amount of $10.00 per share

F-3

FAQ

What over-allotment option did Xsolla SPAC 1 (XSLLU) report exercising?

Xsolla SPAC 1 reported a partial exercise of the underwriters’ over-allotment option for 419,385 additional units at $10.00 per unit. This transaction followed the initial 20,000,000-unit IPO and increased total capital associated with the offering.

How much cash did Xsolla SPAC 1 (XSLLU) add to its trust account?

The company added net proceeds of $4,193,850 to its trust account from the over-allotment units and additional private placement units. This increased the balance in the trust account to $204,193,850 as reflected in the unaudited pro forma balance sheet.

What additional private placement did Xsolla SPAC 1 (XSLLU) complete?

Simultaneously with the partial over-allotment exercise, Xsolla SPAC 1’s sponsor purchased 3,146 additional private placement units at $10.00 per unit. This generated $31,460 of gross proceeds and formed part of the funds ultimately deposited in the trust account.

What are the terms of Xsolla SPAC 1 (XSLLU) units and warrants?

Each public 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 under the prospectus terms.

How many shares are subject to redemption for Xsolla SPAC 1 (XSLLU)?

The pro forma balance sheet shows 20,419,385 Class A ordinary shares subject to possible redemption, each at a redemption value of $10.00 per share. These shares correspond to the public Class A ordinary shares issued in the IPO and over-allotment units.

What underwriting fees did Xsolla SPAC 1 (XSLLU) pay on the over-allotment units?

Underwriters were entitled to a cash underwriting discount of $0.075 per additional unit, totaling $31,454 for the 419,385 over-allotment units. This amount was paid on February 2, 2026, with the remaining net proceeds directed into the trust account.

Did Xsolla SPAC 1 (XSLLU) issue any additional representative shares?

As a result of the partial exercise of the over-allotment option, the company agreed to issue 1,048 additional representative shares to the underwriters’ representative. The pro forma entries record the fair value of these shares within additional paid-in capital and related adjustments.