XSLL SEC filings, in plain English
Everything Xsolla SPAC 1 has filed with the SEC that we hold — 33 filings, newest first, 31 with a plain-English summary of what changed and why it matters. Every row links to the primary document on EDGAR, so you can check the source rather than trust us.
The feed
live EDGAR captureNew filings appear here within minutes of hitting EDGAR; summaries follow once the pipeline has read them.
What changed: Quarterly report on Form 10-Q for the quarterly period ended June 30, 2026 (first 10-Q since IPO effective Jan 28, 2026). Trust Account funded with $207.2 million ($10.15 per public share); interest earned $2.97 million in H1 2026; net income $1.66 million in Q2. No business combination target selected or substantive discussions begun. Material weakness in internal control over financial reporting disclosed (inadequate segregation of duties). Error correction in Q1 2026 EPS calculation (non-material restatement). Sponsor surrendered 860,205 founder shares upon over-allotment expiration. Warrants classified as equity. Promissory note repaid in full. Working capital loans zero. Why it matters: First operational report establishing baseline trust value ($10.15/share vs. $10.00 IPO price) and interest accumulation. Confirms SPAC is actively searching for a target but has not yet engaged in discussions. Material weakness raises governance risk but typical for early-stage SPAC. No redemptions yet. Trust per-share value slightly exceeds user's quoted $10.06 (likely prior estimate).
What changed vs 2026-05-15trust $205.4M → $207.2M +1%trust account, sponsor loans outstanding, redeemable shares1 moved · 2 with no prior record of ours
- Trust account
- $205.4M$207.2M
- Sponsor loans outstanding
- $316K · unchanged
- Redeemable shares
- 20.4M · unchanged
SpacBrain reads this as $1,800,222 was added to the trust between the two filings.
The clause …“assets 1,844,089 4,673 Deferred offering costs — 218,347 Cash and Investments held in Trust Account 207,159,708 — Total Assets $ 209,003,797 $ 223,020 Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and”…
The clause “2,000,000 . These loans are non-interest bearing and unsecured. The Company had borrowed $ 316,235 under such Promissory Note, $ 316,235 of which has been paid by the Company at the closing of the Initial Public Offering and there was no”…
The clause …“and then accumulated deficit. Accordingly, as of June 30, 2026, the 20,419,385 Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Quarterly Report (Form 10-Q) for Xsolla SPAC 1 for the quarter ended March 31, 2026, filed May 15, 2026. The company is a blank-check SPAC still searching for a business combination target. The company consummated its IPO on January 30, 2026 and filed its first 10-Q. Trust account balance rose to $205,359,486 (approx $10.06 per share) from interest income. No business combination target has been identified and no substantive discussions have occurred. During the quarter, the over-allotment option was partially exercised and the remainder expired; 860,205 founder shares were surrendered to the company for no consideration. The company reported net income of $1,102,874, consisting of trust interest income and a fair value gain on the over-allotment liability. Why it matters: This filing establishes the baseline post-IPO financial position: trust value per share of $10.06, a 24-month combination deadline (January 2028), and confirms the sponsor’s conduct (forfeiture of excess founder shares, administrative services agreement, and working capital loan commitment). The absence of any target or negotiation is material to shareholders evaluating redemption timing.
trust account, redeemable shares, sponsor loans outstandingnothing moved · 3 with no prior record of ours
- Trust account
- not previously extracted$205.4M
- Redeemable shares
- not previously extracted20.4M
- Sponsor loans outstanding
- $316K · unchanged
The clause …“asset 1,812,946 4,673 Deferred offering costs 218,347 Cash and Investments held in Trust Account 205,359,486 Total Assets $ 207,172,432 $ 223,020 Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders”…
The clause …“and then accumulated deficit. Accordingly, as of March 31, 2026, the 20,419,385 Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders equity”…
The clause …“are non-interest bearing and unsecured. As of March 31, 2026, the Company had borrowed $ 316,235 under such Promissory Note, $ 316,235 of which has been paid by the Company at the closing of the Initial Public Offering and there was no”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: A Schedule 13G beneficial ownership report, functioning as a routine compliance exhibit for securities holdings. According to the filing submitted by Aristeia Capital, L.L.C., there are no reported alterations to redemption deadlines, trust account valuations, extension provisions, business combination advancement, or sponsor conduct. The document text consists solely of an identification line and an SEC tracking number, providing zero data points that would mechanically impact shareholder liquidity or corporate governance timelines. Why it matters: Based strictly on the disclosure provided by Aristeia Capital, L.L.C., the document contains no assertions regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or key personnel. Without accompanying schedules, percentage thresholds, or transaction dates, it does not indicate whether the holder’s stake triggers voting rights changes, proxy solicitation potential, or strategic oversight. The absence of numerical or operational content means the filing bears no direct bearing on current valuation mechanics or search-phase momentum beyond satisfying periodic reporting obligations.
What changed: Routine compliance exhibit identifying itself as a Schedule 13G — beneficial ownership report. For investors tracking redemption deadlines, trust value per share, extension votes, deal progress, and sponsor conduct, this filing introduces no updates, amendments, or procedural shifts to those mechanics. Why it matters: According to Glazer Capital, LLC and Paul J. Glazer, the submission contains no claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel. The filers present zero cited figures, leaving all tracked numerical thresholds and timeline anchors untouched. Because the document functions strictly as a passive holding disclosure without transactional language or operational data, it carries no immediate weight on capital preservation, extension necessity, or sponsor behavior assessments.
What changed: A Joint Filing Agreement attached to a Schedule 13G beneficial ownership report. The filing designates Magnetar Financial LLC, Magnetar Capital Partners LP, Supernova Management LLC, and David J. Snyderman as co-filers for a single Schedule 13G statement covering beneficial ownership of shares in XSOLLA SPAC 1 as of March 31, 2026. The provided text is limited to the execution pages of the joint filing agreement; Hayley Stein signed as attorney-in-fact for David J. Snyderman across all entity blocks pursuant to Rule13d-1(k). No share quantities, ownership percentages, or investment purpose declarations are visible in this excerpt. Why it matters: For investors tracking redemption deadlines, trust value, extensions, deal progress, and sponsor conduct, this routine compliance submission confirms that sophisticated institutional participants have maintained a collective beneficial position requiring Section 13(d) disclosure as of late March 2026. The joint 13G format generally reflects passive accumulation or retention rather than an active effort to accelerate a de-SPAC transaction, challenge management conduct, or demand early trust distribution ahead of the stated January 29, 2028 liquidation date. Because the excerpt excludes the underlying holdings table, the market cannot yet determine whether these Magnetar-affiliated vehicles are increasing, reducing, or holding their positions relative to prior filings. The reported trust per share of $10.06 and the SEARCHING operational status remain unaffected by this administrative update.
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.
What changed: A routine compliance exhibit: a FORM 3 initial statement of beneficial ownership. The filing states that Xsolla SPAC I LLC reported no non-derivative transactions or holdings. Consequently, there is no change to the sponsor’s baseline equity position, leaving the stated $10.06 trust per share, the SEARCHING status, and the 2028-01-29 deadline mechanically unaffected. Sponsor conduct shows no immediate acquisition or disposition that would presage extension voting or deal closure. Why it matters: The document contains no claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel. The only explicit attribution is Xsolla SPAC I LLC’s self-identification as a 10% owner, which confirms standard promoter alignment without introducing new commercial or structural developments. As a result, the filing provides no actionable signals for redemption calendars or trust value trajectories beyond verifying static sponsor holdings.
What changed: A Form 4 statement of changes in beneficial ownership reporting open-market security acquisitions by a named director and reported 10% owner. Per the submission by director Aleksandr Agapitov, he executed two open-market purchases of XSLL securities: acquiring 400,000 shares on 2026-01-30 to hold 400,000 shares immediately thereafter, and acquiring 3,146 shares on 2026-02-02 to hold 403,146 shares after the second transaction. The document does not address redemption windows, trust value movements, extension proposals, target identification steps, or merger agreement developments. Why it matters: The purchasing activity documented by Mr. Agapitov serves as a behavioral benchmark for insider sentiment but occurs outside the SPAC trust framework and carries no mechanical impact on shareholder redemption rights, per-share trust balances, the business combination deadline, or capital raise structures. Beyond these trading records, the filing contains no operational or strategic disclosures; there are no claims regarding customer contracts, historical revenue, addressable market size, corporate strategy, proprietary technology, strategic partnerships, pending litigation, or executive appointments. Every assertion and numerical figure cited above originates exclusively from the insider ownership report filed on 2026-02-19.
What changed: Form 3, an initial Securities Exchange Act Section 16 beneficial ownership statement filed by Xsolla SPAC 1 director and Chief Executive Officer Burkovskiy Dmitry. The filing states that Burkovskiy reported zero non-derivative transactions or holdings. Per the explicit language submitted to the SEC, no public-share acquisitions, dispositions, or derivative exercises were recorded for the reporting period covered by this initial disclosure. Why it matters: This insider filing provides no update to redemption countdowns, trust preservation metrics, extension voting behavior, or de-SPAC deal progression. The absence of any reported transactions or balance sheet positions means there is no new signal regarding sponsor conduct, management capital alignment, or executive confidence ahead of a potential business combination. The document also contains no substantive disclosures regarding customers, revenue streams, addressable market sizing, strategic roadmaps, technology developments, partnership agreements, ongoing litigation, or personnel changes. Investors tracking XSLL should note that the filing itself introduces zero operational or financial figures, and therefore does not modify existing SEARCHING-phase assumptions or alter the calculus for future trust-value or deadline monitoring.
What changed: A Form 3 insider ownership report filed pursuant to Section 16(a) of the Securities Exchange Act, documenting initial beneficial ownership or reporting exemptions for Xsolla SPAC 1. The Form 3 discloses that Director and Chief Legal Officer Carla Bedrosian reported no non-derivative transactions or holdings in the issuer. There are no updates to the sponsor’s share count, trust balance per share ($10.06), or business combination deadline (2028-01-29). No extension proposals, amendment filings, merger negotiations, or redemption schedule adjustments are referenced. Why it matters: This is a routine compliance exhibit confirming insider reporting obligations without altering redemption mechanics, trust value, or the SEARCHING status. The filing attributes zero reported equity positions to Bedrosian, offering no immediate insight into sponsorship alignment or transaction leadership, but leaving the trust at $10.06 per share and the 2028-01-29 deadline untouched. No customer, revenue, market size, strategy, technology, partnership, litigation, or personnel claims are present beyond the standard issuer and reporting officer identifiers.
What changed: Form 3 — insider ownership report, functioning as a routine compliance exhibit. The filing states that Reporting Person Gover Maxwell, listed as a director, reported no non-derivative transactions or holdings. There were no changes to insider beneficial ownership, warrant positions, or public share conversions. The SPAC remains in SEARCHING status, with the disclosed $10.06 per-share trust value and the 2028-01-29 deadline untouched by this submission. Why it matters: Because the Form 3 explicitly notes ‘No non-derivative transactions or holdings reported,’ it serves as a baseline governance check rather than a transactional update. For investors tracking redemption calendars, extension mechanics, and sponsor conduct, this disclosure confirms Maxwell currently holds no traceable public equity or derivative position in Xsolla SPAC 1. The absence of insider activity eliminates immediate block-seller pressure or quiet accumulation signals ahead of the target search. The document contains no claims regarding customers, revenue, market size, strategy, technology, partnerships, or litigation; it solely reports an empty ownership ledger for a named director.
What changed: A Form 8-K Current Report filed by Xsolla SPAC 1 disclosing the closing of a partial exercise of the underwriters’ over-allotment option and an accompanying unaudited pro forma balance sheet. Per the registrant's disclosures, on February 2, 2026, the company issued 419,385 additional Units and sold 3,146 additional Private Placement Units to the sponsor, Xsolla SPAC I LLC. The filing states these transactions injected exactly $4,193,850 into the trust account, raising the aggregate disclosed balance to $204,193,850. Concurrently, the company recorded the surrender of 1,916,666 Founder Shares on January 28, 2026, leaving 7,666,667 outstanding, with 139,795 shares permanently released from forfeiture risk due to this partial exercise. The underwriters retain the explicit contractual right to purchase the remaining 2,580,615 Units within 45 days of the January 30, 2026 IPO closing. Why it matters: The registrant's financial data confirms a stated redemption value of $10.00 per share across the 20,419,385 public shares subject to possible redemption, maintaining the baseline valuation for potential redeeming shareholders without requiring an external calculation. The partial exercise mechanically converts a portion of the sponsor's founder equity from conditional to permanent, signaling early alignment between public capital raises and insider equity retention. The remaining over-allotment authority outlines a defined mechanism to increase the trust pool before the expiration of the underwriters' window, which directly impacts future per-share trust distributions should a business combination proceed. Chief Executive Officer Dmitry Burkovskiy executed the filing; the document contains no information regarding prospective merger targets, customer contracts, operating revenue, market positioning, technology assets, or active litigation.
What changed: Form 8-K Current Report and accompanying audited financial statements disclosing the consummation of Xsolla SPAC 1’s initial public offering, the simultaneous private placement, and the subsequent partial exercise of the underwriters’ over-allotment option. The trust account was initially funded with $200,000,000 upon the January 30, 2026 IPO closing of 20,000,000 Units priced at $10.00 per Unit. On February 2, 2026, the underwriters partially exercised their over-allotment option for 419,385 Units generating gross proceeds of $4,193,850, and simultaneously 3,146 additional Private Placement Units were sold to the Sponsor for $31,460. Per the filing, the net proceeds from the over-allotment and additional private units, totaling $4,193,850, were deposited into the trust account, raising the cumulative trust balance to $204,193,850. The document establishes the 'Combination Period' as exactly 24 months from the IPO closing date of January 30, 2026. Regarding sponsor conduct and equity mechanics, the Sponsor surrendered 1,916,666 Founder Shares prior to the effective registration date, and the partial over-allotment exercise confirms that 139,795 Founder Shares are no longer subject to forfeiture. A monthly general and administrative fee of $10,000 payable to the Sponsor commenced on January 28, 2026, and a remaining promissory note balance of $53,642 is classified as due on demand. Why it matters: These mechanics directly calibrate the exact capital pool backing potential redemptions and fix the statutory timeline for completing a de-SPAC. As management disclosed in Note 1, the Company has not selected any specific Business Combination target nor engaged in any substantive discussions with a prospective target as of January 30, 2026, and will generate no operating revenues until after a business combination. The Company’s board retains broad discretion over the net proceeds, with stock exchange listing rules mandating a target possessing a fair market value equal to at least 80% of the net assets held in the Trust Account. The Company attributes sponsor liability protections to the Sponsor, who agreed to be liable if third-party claims reduce trust funds below $10.00 per Public Share, though the Company explicitly notes it cannot assure the Sponsor possesses sufficient funds to satisfy those obligations since its only assets are securities of the Company. Transaction costs were recorded at $2,632,385, leaving non-trust cash of $1,874,477 and working capital of $1,559,135 according to the audited balance sheet filed as Exhibit 99.1. The warrant structure carries significant dilution parameters: 10,000,000 Public Warrants and 200,000 Private Placement Warrants carry a $11.50 exercise price, become exercisable 12 months from the IPO close or upon Business Combination, and feature a redemption trigger at $18.00 per share. The Company’s management engaged third-party valuation experts to price the Public Warrants using a Monte Carlo Simulation Model incorporating a 2.50% selected volatility, a 30.00% probability of De-SPAC and market adjustment, and a 3.97% continuous risk-free rate. In personnel and governance updates, Chief Executive Officer Dmitry Burkovskiy executed the filing, the Chief Financial Officer is named as the chief operating decision maker, independent directors and officers received an aggregate of 660,006 Founder Shares valued at $2.57 per share based on assignment-date fair value calculations, and underwriter representative D. Boral was granted 50,000 Representative Shares carrying a $491,500 fair value subject to a 180-day FINRA lock-up. The Company’s risk disclosures specifically warn that rising trade tensions, sanctions, export controls, tariffs, and ongoing geopolitical conflicts including those involving Russia and Ukraine or in the Middle East could materially adversely affect the Company’s ability to complete a Business Combination.
What changed: Form 8-K Current Report (Items 8.01 and 9.01) containing an attached press release that announces the closing of a partial exercise of the IPO over-allotment option and details corresponding trust account deposits. The company reports that on February 2, 2026, the underwriter closed on 419,385 over-allotment units at $10.00 per unit, adding $4,193,850 to the trust account. Concurrently, the sponsor, Xsolla SPAC I LLC, purchased 3,146 additional private units for $31,460. These deposits bring the total trust balance to $204,193,850. The underwriters retain an unexercised option to purchase up to 2,580,615 additional units. The filing notes no changes to the January 29, 2028 business combination deadline or any extension provisions. According to the press release and the signature of Chief Executive Officer Dmitry Burkovskiy, the company maintains its status as a newly incorporated Cayman Islands blank check vehicle with no target selected and zero substantive discussions underway regarding an initial business combination. Why it matters: This routine capitalization update incrementally raises the underlying trust balance through standard over-allotment execution without triggering redemption windows, altering the search timeline, or modifying sponsor conduct parameters. The disclosed remaining 2,580,615-unit over-allotment capacity establishes the maximum future deposit ceiling, while the sponsor’s minor secondary private placement indicates negligible post-offering equity adjustments. Reaffirming the intact leadership roster—Chairman Aleksandr Agapitov, CEO Dmitry Burkovskiy, CFO Rytis Joseph Jan, Chief Legal Officer Carla Bedrosian, Esq., and Board members Xuan Li, Maxwell Gover, Wenfeng Yang, Perry Michael Fischer, and Eugenie Levin—confirms operational stability as the SPAC continues its pre-deal mandate ahead of the 2028 redemption horizon.
What changed: An 8-K Current Report filed by Xsolla SPAC 1 to report on the completion of its initial public offering (IPO) and to file the related material definitive agreements as exhibits. This filing documents the consummation of the SPAC's IPO. The company sold 20,000,000 units at $10.00 per unit for gross proceeds of $200,000,000, which $200,000,000 (including $4,000,000 from a private placement of 400,000 units to the sponsor) was deposited into a trust account. The trust value per share is $10.06 per the status line, though $10.00 was deposited per public share. The company also issued 50,000 ordinary shares to the underwriter. A board of directors was appointed. The company's deadline to complete a business combination is 24 months after the IPO closing (i.e., January 30, 2028). The warrant exercise price is $11.50 per share. Why it matters: 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.
What changed: Prospectus for initial public offering of Xsolla SPAC 1, a blank check company (Cayman Islands exempted), filed pursuant to Rule 424(b)(4). Initial public offering effective; 20,000,000 units offered at $10.00 per unit, each unit consisting of one Class A ordinary share and one-half of one redeemable warrant. $200,000,000 deposited into trust account ($10.00 per public share). Deadline to complete initial business combination is 24 months from closing (January 2028). No target has been selected and no substantive discussions have occurred. Sponsor purchased 7,666,667 founder shares for $25,000 ($0.0033 per share) and committed to buy 400,000 private placement units at $10.00 per unit ($4,000,000). Sponsor will receive $10,000 per month for office and administrative support. Redemption rights: public shareholders may redeem shares upon completion of business combination at per-share price equal to trust account amount (including interest) divided by number of public shares. Extensions possible via shareholder vote with no limit on number. Management team includes Aleksandr Agapitov (Chairman, founder of Xsolla), Dmitry Burkovskiy (CEO), Rytis Joseph Jan (CFO), Carla Bedrosian (CLO), and six independent directors. Target industry focus: video games, fintech, ad tech, telecommunications. Target enterprise value: $500 million to $1 billion. Why it matters: 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.
What changed: Amendment No. 1 to Form 8-A12B filed pursuant to Section 12(b) of the Securities Exchange Act of 1934 to register Units, Class A ordinary shares, and redeemable warrants of Xsolla SPAC 1 on The Nasdaq Stock Market LLC. The registrant amended its 8-A12B cover page solely to reflect a revised unit composition consisting of one Class A ordinary share ($0.0001 par value) and one-half of one redeemable warrant. Each whole warrant exercises for one Class A ordinary share at an exercise price of $11.50, subject to adjustment. This administrative update does not modify the redemption deadlines, the SEARCHING status, the January 29, 2028 combination window, the $10.06 trust per share, extension procedures, or any target business progress. The filing incorporates by reference the S-1 Registration Statement initially filed October 9, 2025 (File No. 333-290802) and requires no additional exhibits. Why it matters: For investors tracking liquidation schedules, trust preservation, and sponsor activity, this document confirms no changes to the trust account trajectory, shareholder redemption rights, or deadline framework; it is strictly a listing alignment with Nasdaq requirements. The only personnel attribution is that Chief Executive Officer Dmitry Burkovskiy signed the filing on January 23, 2026. The text contains no disclosures regarding acquisition candidates, customer concentrations, revenue models, addressable market sizes, product roadmaps, intellectual property, joint ventures, regulatory investigations, or executive compensation changes. No forward-looking statements or transaction term sheets are present.
What changed: Amendment No. 3 to Form S-1 registration statement – a pre-effective amendment to register the Company's securities (units, Class A ordinary shares and warrants) for its initial public offering as a blank check company. No new trust mechanics, extension terms, redemption deadlines or business combination targets are reported. The filing is a routine prospectus update; it amends the registration statement to reflect a change in the unit composition (from one-third of a warrant per unit to one-half of a warrant per unit per Note 10 of the financial statements) and confirms that the company has selected D. Boral Capital as the sole book-running manager. The trust amount remains $250 million (or $287.5 million with over-allotment), the trust value per share remains $10.00, the deadline remains 24 months from closing of the offering, and the sponsor has committed to purchase 500,000 private placement units at $10.00 per unit. Why it matters: 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.
What changed: A Form 8-A for registration of certain classes of securities pursuant to Section 12(b) of the Securities Exchange Act of 1934. Mechanics: The registrant registered Units, Class A ordinary shares, and warrants for listing on The Nasdaq Stock Market LLC, establishing a warrant exercise price of $11.50 per share and defining each unit as containing one Class A ordinary share and one-third of one redeemable warrant. Substance: The filing contains no claims regarding customers, revenue, market size, technology, partnerships, litigation, or personnel. Chief Executive Officer Dmitry Burkovskiy signed the registration on January 21, 2026, incorporating by reference the security descriptions from the Form S-1 Registration Statement initially filed on October 9, 2025. Why it matters: This filing completes the statutory registration step for public instrument listing without altering the trust account mechanics, redemption thresholds, or liquidation deadline. Because it discloses only standard exchange-compliance terminology and zero operational or financial developments, it does not impact investor voting windows, extension proposals, or sponsor fiduciary timelines.
What changed: Amendment No. 2 to Form S-1 registration statement under the Securities Act of 1933 for an initial public offering of units of Xsolla SPAC 1, a blank check company. This is a preliminary prospectus forming part of the registration statement for the IPO. It does not indicate any change in deal status or target selection; it updates the prospectus for the offering. It confirms the SPAC has not selected any target and has not engaged in substantive discussions. The offering size is 25,000,000 units at $10.00 per unit, with $250,000,000 deposited in trust (initially $10.00 per share). The deadline to complete a business combination is 24 months from closing of the offering, with unlimited potential extensions via shareholder vote. Redemption rights are provided to public shareholders. Sponsor holds founder shares at $0.0026 per share and will purchase 500,000 private placement units at $10.00 per unit. Why it matters: 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.
What changed: Amendment No. 1 to Form S-1 registration statement for the initial public offering of Xsolla SPAC 1, a blank check company. The document is a preliminary prospectus setting forth the terms of the IPO, the trust account, redemption rights, sponsor economics, and the business strategy for identifying a target. This is an amendment to the S-1, but the filing text does not specify changes from the prior version. The document appears to be the amended registration statement declared effective or filed on Dec 31, 2025, updating the prospectus. Key terms remain: 25,000,000 units at $10.00 per unit, each unit consists of one Class A ordinary share and one-third of one warrant. Trust will hold $250,000,000 ($10.00 per share). Sponsor purchased 9,583,333 founder shares for $25,000. Sponsor committed to purchase 500,000 private placement units at $10.00 per unit. Deadline: 24 months from closing, extendable by shareholder vote without limit. Redemption rights available in connection with business combination and any amendment to extend time or modify redemption provisions. No substantive changes noted from prior filing, but this is the first amendment that includes the prospectus for the offering. Why it matters: 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.
What changed: Registration statement on Form S-1 for an initial public offering of a blank check company (SPAC) formed to effect a merger or business combination. Initial S-1 filed October 9, 2025; no prior registration. The filing proposes a 25,000,000 unit IPO at $10.00 per unit, with $250,000,000 placed in trust ($10.00 per public share initially). Sponsor holds 9,583,333 founder shares (purchased for $25,000, or ~$0.0026 per share) and will purchase 500,000 private placement units for $5,000,000. The SPAC has 24 months from closing to complete a business combination, extendable by shareholder vote. Redemption rights are provided to public shareholders upon any business combination or extension vote. Why it matters: 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.
In plain English
Redemption deadlinethe last day to hand shares back for cash
Set by the filing that calls the meeting. Tender after it and the company is under no obligation to pay you the trust value.
Cash in trust / trust per sharethe cash the company is holding for each public share
Filed quarterly in the 10-Q's XBRL. It earns interest between filings, so the figure on a given day is slightly higher than the last filed one — where we show that we label it an estimate.
Accession numberthe SEC's unique id for one filing
Every figure on this page carries the accession of the filing that states it, so you can open the primary document rather than trust us.