Xsolla SPAC 1

This is the foundational filing for a newly-public SPAC. It establishes the trust value ($10.06), the business combination deadline (January 30, 2028), and the terms of the warrants and sponsor shares. It also includes the key agreements (underwriting, letter agreement, trust, warrant, registration rights, indemnity, administrative services) that define the relationship among the company, sponsor, and stockholders. For investors tracking the mechanics of this SPAC, this document is the source of truth for all initial terms.

This filing establishes the SPAC's core terms: trust size, per-share redemption value, deadline, sponsor economics, and redemption mechanics. All future redemptions, extensions, and business combination decisions will be measured against these baseline terms. It also provides detailed background on management, strategy, and conflicts of interest, which are critical for evaluating sponsor conduct and deal prospects.

The revised warrant ratio (one-half warrant per unit vs. one-third) reduces the dilutive effect of the warrants compared to earlier drafts by limiting total potential warrant dilution. The filing also names the underwriter, D. Boral Capital, and includes executed forms of the underwriting agreement, warrant agreement, trust agreement, registration rights agreement and private placement agreement, which are the core contractual documents for the IPO. These documents confirm the sponsor's lock-up provisions, registration rights and the trust account release conditions.

This filing provides the definitive terms of the SPAC's IPO, including trust size, redemption mechanics, extension provisions, sponsor compensation, and dilution tables. It is essential for investors evaluating the SPAC's structure and potential conflicts. The lack of any target identification or substantive discussions confirms the SPAC is still in the search phase.

This filing provides the final prospectus for the IPO, detailing the exact terms of the SPAC structure, sponsor economics, trust mechanics, redemption rights, and lock-up provisions. It is essential for investors to understand the sponsor's incentives, the dilution from founder shares, and the conditions for redemption. The filing also outlines the management team and their focus on gaming, fintech, ad tech, and telecom sectors. The trust per share is $10.00 (not $10.06 as in the user's metadata), deadline is 24 months, and there is no limit on the number of extensions. This is a standard SPAC IPO prospectus.

Establishes the trust per share at $10.00, the redemption mechanics, and the 24-month deadline (ending around October 2027, though metadata shows 2028-01-29 possibly after extension). The sponsor's nominal cost for founder shares creates immediate dilution and potential conflicts of interest. The filing details a focused search in video games, fintech, ad tech, and telecom, leveraging the Xsolla ecosystem. Key risks include ability to find a target within the deadline, redemption risk, and sponsor incentives.

What changed: This document is a Schedule 13G, a statutory beneficial ownership report filed to disclose that named investment vehicles hold a statutory threshold of equity securities. No updates are reported regarding the redemption calendar, trust account mechanics, extension votes, deal progress, or sponsor conduct. The filing excerpt contains only the three reporting entity names and the submission designation; it omits acquisition dates, disposal records, share quantities, transaction pricing, and percentage ownership levels that would signal capital movement ahead of liquidity events. Why it matters: According to the filing, AQR Capital Management, LLC, AQR Capital Management Holdings, LLC, and AQR Arbitrage, LLC are maintaining reported positions. Institutional vehicles with overlapping legal structures typically file Schedule 13G due to passive tracking mandates, fund line restructuring, or arbitrage hedge coordination rather than targeted SPAC activism. For investors monitoring redemption windows or merger approvals, this report establishes a baseline blockholder footprint; future amendments will be necessary to determine whether these entities plan to surrender shares back to the trust prior to the stated expiration date or retain them to participate in a post-business combination public listing.

What changed: Form 10-K (Annual Report) filed by Xsolla SPAC 1, a blank-check company, for the fiscal year ended December 31, 2025. This is the first annual report of the newly formed SPAC. The filing confirms the following mechanics: the trust held $204,193,850 as of February 2, 2026 following the IPO, partial over-allotment exercise and private placement. As of December 31, 2025, the SPAC had no cash and a working capital deficit of $270,009. The deadline to complete a business combination is 24 months from January 30, 2026 (i.e., January 30, 2028). No target has been selected, and no substantive discussions with any target have occurred per the company's own statement. A key post-balance-sheet event is the filing's disclosure that on March 11, 2026, the underwriters forfeited the remaining 2,580,615 over-allotment option Units, resulting in the Sponsor surrendering 860,205 founder shares to the company for no consideration. This reduced the class B share count and eliminated the related over-allotment liability of $160,600 against accumulated deficit. Why it matters: This filing contains the first concrete post-IPO financials and confirms the trust value and share structure after the IPO, over-allotment exercise, and subsequent forfeiture of the remaining over-allotment. The $204.2 million trust is in place, and the sponsor's stake has been reduced by the share surrender. The filing also contains an extensive discussion of a new geopolitical risk: the ongoing U.S.-Israel-Iran conflict and its potential impact on the Company's ability to complete a Business Combination. The disclosure of the working capital deficit and the initial expenses provides a baseline for tracking the SPAC's cash burn.

What changed: An 8-K Current Report and attached press release announcing the separate trading commencement of the Class A ordinary shares and warrants underlying the company's initial public offering units. On March 17, 2026, the company announced that commencing March 18, 2026, unit holders may elect to separate their units into underlying Class A ordinary shares and warrants. This administrative listing update does not modify the trust value per share, the merger search deadline, any pending business combination status, or sponsor conduct. It solely follows the January 28, 2026 effectiveness of the company's registration statement relating to the securities. Why it matters: The press release states that each unit consists of one Class A ordinary share with a $0.0001 par value and one-half of one redeemable warrant. Upon separation, the underlying Class A ordinary shares will trade on Nasdaq under the symbol 'XSLL' and the warrants under 'XSLLW'. Each whole warrant entitles the holder to purchase one Class A ordinary share for $11.50 per share, subject to adjustment, and no fractional warrants will be issued. Holders must direct their brokers to contact Odyssey Transfer & Trust Company to facilitate the split. The filing also identifies the leadership team named in the press release: Chairman Aleksandr Agapitov, Chief Executive Officer and Director Dmitry Burkovskiy, Chief Financial Officer and Director Rytis Joseph Jan, Chief Legal Officer and Director Carla Bedrosian, Esq., and Board members Xuan Li, Maxwell Gover, Wenfeng Yang, Perry Michael Fischer, and Eugenie Levin. The event is classified as non-material to core redemption mechanics.

What changed: Quarterly Report (Form 10-Q) for the quarter ended September 30, 2025. First quarterly report filed after the SPAC's IPO, which closed on January 30, 2026 (after the quarter end). The report covers the pre-IPO shell company with no operations. Subsequent events describe the IPO of 20,000,000 units at $10.00 per unit, plus 419,385 units from partial over-allotment exercise, raising gross proceeds of $204,193,850, all placed in trust. Sponsor surrendered 1,916,666 founder shares for no consideration and transferred 660,006 founder shares to independent directors and officers. The underwriters' remaining over-allotment option was forfeited on March 11, 2026. The promissory note from the sponsor was repaid. Why it matters: Confirms trust size of $204,193,850 (approximately $10.00 per public share initial), 24-month combination deadline ending January 2028, and sponsor conduct including founder share adjustments and director transfers. No target has been identified or discussed.

What changed: A Form 3 initial statement of beneficial ownership, classified here as a routine SEC compliance exhibit filed by director Yang Wenfeng for Xsolla SPAC 1. Nothing. The submission records no non-derivative transactions or holdings, meaning there are no updates to insider equity positions, trust account balances, extension deadlines, or business combination progress. The SPAC’s operational mechanics remain untouched by this filing. Why it matters: Form 3 filings establish the foundational ownership ledger required under Section 16(a) of the Securities Exchange Act. Yang Wenfeng’s explicit disclosure that he reports zero non-derivative holdings clarifies his current financial alignment with public shareholders during the SEARCHING phase. For investors scrutinizing sponsor conduct and director skin-in-the-game, the absence of a tracked equity stake indicates no immediate personal capital exposure documented in this record. While it provides no mechanical leverage over redemption windows, trust distributions, or merger timelines, it creates a clean regulatory baseline against which future insider purchases or sales can be measured.

What changed: Form 3 — an initial statement of beneficial ownership filed under Section 16(a) of the Securities Exchange Act of 1934. The filing states that reporting person Levin Eugenie (director) has ‘No non-derivative transactions or holdings reported.’ There is no update to insider share counts, purchase prices, or acquisition methods that would influence sponsor capital contributions, trust depletion rates, or merger timeline mechanics. Why it matters: This routine compliance exhibit confirms ongoing SEC reporting discipline but provides zero data on redemptions, extensions, or deal progress. Because the document attributes all disclosures to the director’s self-reporting and contains no monetary figures, customer claims, revenue projections, technology updates, or litigation details, it does not adjust shareholder redemption calculus, revisionary trust valuations, or sponsor conduct assessments. Investors will need subsequent filings to track capital deployment or business combination milestones.

What changed: FORM 4 — insider ownership report [0001213900-26-023311], a statutory Statement of Changes in Beneficial Ownership filed under Section 16(a) of the Securities Exchange Act of 1934. Xsolla SPAC I LLC, disclosed as a 10% owner and the sponsor, executed two open-market purchases: acquiring 400,000 shares on 2026-01-30 (post-transaction holding: 400,000) and acquiring 3,146 shares on 2026-02-02 (post-transaction holding: 403,146). As sponsor conduct, these secondary accumulation trades increase management’s equity stake without encroaching on the trust account, leaving the redemption calendar anchored to the 2028-01-29 deadline unchanged and preserving the reported trust/share value of $10.06. Deal progress remains in SEARCHING status; no target combination, extension vote, or voting-rights modification was triggered or disclosed by these transactions. Why it matters: The sponsor’s direct purchase of 403,146 shares reduces public float, limits potential dilution from future private placements or public offerings, and aligns management skin-in-the-game ahead of a prospective de-SPAC transaction. The filing contains no substantive claims regarding customer agreements, revenue streams, addressable market size, strategic roadmaps, proprietary technology, commercial partnerships, litigation exposure, or executive personnel changes; all reported figures represent transactional data self-reported exclusively by the 10% owner without accompanying narrative or forward-looking assertions.

What changed: This document is a Form 3 initial statement of beneficial ownership, explicitly designated in its own terms as an "insider ownership report" filed by director Perry Michael Fischer for Xsolla SPAC 1. As reported by Fischer, there are "No non-derivative transactions or holdings reported." This indicates no change in insider equity positions, no adjustments to founder or sponsor allocations, and no direct mechanical impact on the capital structure, redemption mechanics, or the stated $10.06 trust per share. The 2028-01-29 deadline remains unaffected by any insider trading activity. Why it matters: The filing establishes the regulatory baseline for Section 16 compliance and confirms the director’s current ownership footprint. In the context of a SPAC operating in the SEARCHING phase, the absence of reported initial purchases, warrant exercises, or private placement acquisitions suggests no near-term insider signaling regarding a pending business combination or extension preference. The document contains no claims, projections, or operational updates regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel; all data derives solely from the filer’s declaration of an inactive transaction period.

What changed: a routine compliance exhibit (SEC Form 3 initial beneficial ownership report). According to the filing text, reporting person Jan Rytis Joseph (director, Chief Financial Officer) submitted the form stating 'No non-derivative transactions or holdings reported.' This submission does not alter the SEARCHING status, the $10.06 per-share trust value, the 2028-01-29 liquidation deadline, or any parameters governing redemptions, extensions, or merger negotiations. It discloses no modifications to sponsor conduct, target evaluation progress, or trust account directives. Why it matters: Because the filing records zero transactional volume or balance shifts, it introduces no mechanical catalyst for the redemption calendar, trust distribution timing, or deal acceleration timeline. For investors tracking the $10.06 trust baseline and 2028-01-29 cutoff, this confirms standard SEC registration maintenance rather than providing evidence of partnership formation, customer commitments, revenue milestones, or strategic pivots that would shift the combination probability.

What changed: SEC Form 3 insider ownership report. The filing identifies Director Agapitov Aleksandr as the reporting person and explicitly states that no non-derivative transactions or holdings were reported. Why it matters: This administrative disclosure does not advance the merger timeline, shift the redemption deadline, adjust trust distributions, or indicate sponsor conduct changes. Because the form explicitly records zero non-derivative transactions, it offers no visibility into insider buying pressure, position consolidation, or alignment signals that typically precede or accompany a business combination. The absence of reported director holdings means no concentration risk or coordinated insider positioning can be inferred from this submission, leaving investors with no new data points regarding deal progress, trust mechanics, or executive stake movements.