Xsolla SPAC 1

What they do

The company has no operations and has generated no revenues; its only activities from inception through June 30, 2026 were organizational work, preparation for its IPO, and identifying a target for a business combination. It intends to pursue a merger, share exchange, asset acquisition, share purchase, reorganization or similar transaction with one or more businesses. It has not selected a target and has not engaged in substantive discussions with any target.

Revenue drivers

• Trust account interest income — The company generates non-operating income from interest earned on marketable securities held in its Trust Account; interest earned was $1,800,222 for Q2 2026 and $2,965,858 for the six months ended June 30, 2026.
• No operating revenue — The company has neither engaged in any operations nor generated any revenues to date and does not expect operating revenues until after completing a business combination.

Recent performance

For the three months ended June 30, 2026, the company reported net income of $1,655,116, consisting of $1,800,222 of interest earned on Trust Account cash and investments offset by $145,106 of formation, general and administrative costs. For the six months ended June 30, 2026, net income was $2,757,990, consisting of $2,965,858 of Trust Account interest and a $160,600 change on over-allotment liability, offset by $368,468 of formation, general and administrative costs. Cash used in operating activities for the six months ended June 30, 2026 was $253,240. As of June 30, 2026, total assets were $209.0 million, total liabilities were $405,098, shareholder equity was $1.4 million, and cash and equivalents were $1.8 million.

Strategy

The company's stated purpose is to effect an initial business combination using cash from its IPO and private placement proceeds, its shares, debt, or a combination of these. It may pursue a target in any business or industry but intends to focus on an industry where management's expertise provides a competitive advantage, and it seeks targets with an aggregate enterprise value in excess of $500 million, though smaller or larger targets may be considered. It describes leveraging management's investing track record, operating experience and network to source and evaluate transactions. The company has not selected any specific target and has not engaged in substantive discussions with any target.

Risks

• No target identified — The company has not selected a specific business combination target and has not engaged in substantive discussions with any target, so it may be unable to complete an initial business combination.
• No operating history or revenues — The company has no operating history and has generated no revenues, and it does not expect operating revenues until after completing a business combination.
• Dependence on Trust Account and financing — Completion of a business combination depends on cash held in the Trust Account and the company's potential ability to obtain additional financing, which may not be available.
• Conflicts of interest — The company's officers and directors may allocate their time to other businesses and may have conflicts of interest with the company or in approving an initial business combination.

Outlook

Management states that it expects to continue to incur significant costs in the pursuit of its acquisition plans and cannot assure that its plans to complete a business combination will be successful. The company does not expect to generate operating revenues until after completing a business combination. It continues to identify a target company for a business combination.