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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
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. The Company granted D. Boral Capital LLC, the underwriter in the offering (the “Underwriter”),
the right to purchase up to an additional 3,000,000 units to cover over-allotments, within 45 days of the closing (the Over-Allotment
Option”).
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).
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. The underwriters
have a remaining option to purchase up to 2,580,615 additional units. 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.
The Private Units were issued pursuant to Section 4(a)(2)
of the Securities Act of 1933, as amended, as the transactions did not involve a public offering.
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, resulting in a total of $204,193,850 held in the trust account.
On February 2, 2026, the Company issued the press release attached
hereto as Exhibit 99.1 to this Current Report on Form 8-K, announcing the exercise of the over-allotment option by the Underwriter.
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: February 2, 2026 |
|
|
| |
|
|
| |
Xsolla SPAC 1 |
| |
|
|
| |
By: |
/s/ Dmitry Burkovskiy |
| |
Name: |
Dmitry Burkovskiy |
| |
Title: |
Chief Executive Officer |
Exhibit 99.1
Xsolla SPAC 1 Announces Closing of
Partial Exercise of Over-Allotment
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
