Xsolla SPAC 1 (XSLL) risk factors, FY2025 10-K

Xsolla SPAC 1's FY2025 10-K, filed Mar 31, 2026, lists 75 risk factors. There is no earlier 10-K to compare against, so the most company-specific risks are listed below.

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Risk factors listed
750 groups
Section length
26k wordsItem 1A

Xsolla SPAC 1's biggest risks in the FY2025 10-K

  • Xsolla SPAC 1 completed a $200 million initial public offering on January 30, 2026, followed by a partial over-allotment exercise on February 2, 2026.
  • Management has no prior operating revenue and relies on sponsor loans, with $270,009 in working capital deficit as of December 31, 2025.
  • The company is focused on identifying an initial business combination, leveraging the video game and digital commerce expertise of its directors and executives.

The risks most specific to Xsolla SPAC 1

  • Prior to the consummation of the Initial Public Offering, our only source of liquidity was an initial purchase of shares of Class B ordinary shares, par value $0.0001 per share, by the Sponsor and loans from the Sponsor. As of December 31, 2025, we had no cash and working capital deficit of $270,009

    Prior to our Initial Public Offering, our only source of liquidity was sponsor loans and an initial share purchase, leaving us with zero cash and a working capital deficit of $270,009 as of December 31, 2025.

  • Following the Initial Public Offering, the partial exercise by the underwriters of their over-allotment option, and the sale of the Private Placement Units, a total of $204,193,850 was placed in the Trust Account

    Following our January 30, 2026 IPO, over-allotment exercise, and private placement, $204,193,850 was placed in a trust account after incurring $2,632,385 in transaction costs.

  • For the period from September 16, 2025 (inception) through December 31, 2025, net cash used in operating activities was $0. Net loss of $76,662 was affected by payment of formation, general, and administrative costs through promissory note – related party of $71,662 and changes in accrued expenses of $5,000

    We intend to use substantially all funds held in the trust account, including interest earned, to complete our initial business combination.

  • We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay the Sponsor a monthly fee of $10,000 for office space, administrative and shared personnel support services

    We agreed to pay our sponsor a monthly fee of $10,000 for office space, administrative, and shared personnel support services, and have no long-term debt or lease obligations.

  • We believe Mr. Levin’s extensive business and venture capital experience makes him well qualified to serve on our Board

    The past performance of our management team and their affiliates does not guarantee that we will find a suitable business combination candidate or succeed in any merger.

  • Number, Terms of Office and Election of Officers and Directors

    Holders of our founder shares have the sole right to appoint and remove all directors prior to our initial business combination, denying public shareholders voting rights on board composition.

  • The conflicts described above may not be resolved in our favor

    Our executive officers and directors maintain fiduciary duties and competitive interests with entities such as Xsolla (USA), Inc. and 80.lv, which may create unresolved conflicts of interest.

  • Item 13. Certain Relationships and Related Transactions, and Director Independence

    Our sponsor received 9,583,333 founder shares for $25,000 in expenses, later surrendered 1,916,666 shares on January 28, 2026, and surrendered an additional 860,205 shares following the underwriters' over-allotment expiration.

All 75 risk factors

Headings as the filing states them, in filing order.

Other

  1. 01Liquidity and Capital Resources
  2. 02Prior to the consummation of the Initial Public Offering, our only source of liquidity was an initial purchase of shares of Class B ordinary shares, par value $0.0001 per share, by the Sponsor and loans from the Sponsor. As of December 31, 2025, we had no cash and working capital deficit of $270,009
  3. 03Following the Initial Public Offering, the partial exercise by the underwriters of their over-allotment option, and the sale of the Private Placement Units, a total of $204,193,850 was placed in the Trust Account
  4. 04For the period from September 16, 2025 (inception) through December 31, 2025, net cash used in operating activities was $0. Net loss of $76,662 was affected by payment of formation, general, and administrative costs through promissory note – related party of $71,662 and changes in accrued expenses of $5,000
  5. 05Off-Balance Sheet Arrangements
  6. 06We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay the Sponsor a monthly fee of $10,000 for office space, administrative and shared personnel support services
  7. 07The underwriters were entitled to a cash underwriting discount of $0.075 per Unit or $1,500,000 in the aggregate, paid upon the closing of the Initial Public Offering. 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
  8. 08Critical Accounting Estimates
  9. 09Recent Accounting Pronouncements
  10. 10Evaluation of Disclosure Controls and Procedures
  11. 11Management’s Report on Internal Controls Over Financial Reporting
  12. 12Changes in Internal Control over Financial Reporting
  13. 13Eugenie Levin 38 Independent Director
  14. 14Given his decades long experience and distinguished accomplishments, the company believes Mr. Burkovskiy is exceptionally qualified to serve as a Director and CEO of Xsolla SPAC 1
  15. 15Given his cross-sector expertise, international experience, and ability to align financial governance with innovation strategy, the company believes Mr. Jan is exceptionally qualified to serve as a Director and CFO of Xsolla SPAC 1
  16. 16We believe Mr. Li’s extensive game development experience make him well qualified to serve on our Board
  17. 17We believe Mr. Gover’s extensive investment banking experience, especially in the video game industry, make him well qualified to serve on our Board
  18. 18We believe Mr. Yang’s extensive video game development experience makes him well qualified to serve on our Board
  19. 19We believe Mr. Fischer’s extensive video game publishing experience makes him well qualified to serve on our Board
  20. 20We believe Mr. Levin’s extensive business and venture capital experience makes him well qualified to serve on our Board
  21. 21Number, Terms of Office and Election of Officers and Directors
  22. 22Each member of the audit committee is financially literate and our board of directors has determined that Mr. Gover qualifies as an “audit committee financial expert” as defined in applicable SEC rules and has accounting or related financial management expertise
  23. 23The charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, independent legal counsel or other adviser and is directly responsible for the appointment, compensation and oversight of the work of any such adviser
  24. 24Nominating and Corporate Governance Committee
  25. 25We have adopted a Code of Ethics applicable to our directors, officers and employees
  26. 26The conflicts described above may not be resolved in our favor
  27. 27Each of the entities listed in this table may have competitive interests with our company with respect to the performance by each individual listed in this table of his or her obligations
  28. 28Limitation on Liability and Indemnification of Officers and Directors
  29. 29Our amended and restated memorandum and articles of association provides for indemnification by us of our officers and directors to the fullest extent authorized by law, as it now exists or may in the future be amended
  30. 30We will obtain a policy of directors’ and officers’ liability insurance that insures our officers and directors against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify our officers and directors
  31. 31We believe that these provisions, the insurance and the indemnity agreements are necessary to attract and retain talented and experienced officers and directors
  32. 32Section 16(a) Beneficial Ownership Reporting Compliance
  33. 33Executive Officer and Director Compensation
  34. 34The following table sets forth information regarding the beneficial ownership of our ordinary shares as March 30, 2026, based on 27,680,041 ordinary shares outstanding (comprised of 20,873,579 Class A ordinary shares and 6,806,462 Class B ordinary shares)
  35. 35(1) Unless otherwise noted, the business address of each of the following entities or individuals is c/o Xsolla SPAC 1, 15260 Ventura Boulevard, Suite 2230, Sherman Oaks, CA 91403
  36. 36Item 13. Certain Relationships and Related Transactions, and Director Independence
  37. 37On March 11, 2026, the underwriters forfeited the remaining unexercised balance of 2,580,615 over-allotment option Units. As a result, the Sponsor surrendered 860,205 Founder Shares to the Company for no consideration
  38. 38These procedures are intended to determine whether any such related party transaction impairs the independence of a director or presents a conflict of interest on the part of a director, employee or officer
  39. 39The firm of MaloneBailey, LLP (“Malone”), acts as our independent registered public accounting firm. The following is a summary of fees paid to Malone for services rendered
  40. 40Tax Fees. During the period from September 16, 2025 (inception) through December 31, 2025, our independent registered public accounting firm did not render services to us for tax compliance, tax advice and tax planning
  41. 41Item 15. Exhibits, Financial Statement Schedules
  42. 42Notes to Financial Statements F-7 to F-18
  43. 434.5 Description of Securities
  44. 44104* Cover Page Interactive Data File (Embedded as Inline XBRL document and contained in Exhibit 101)
  45. 45Title: Chief Executive Officer
  46. 46Report of Independent Registered Public Accounting Firm (PCAOB ID Number 206) F-2
  47. 47Opinion on the Financial Statements
  48. 48(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)
  49. 49(3) On February 2, 2026, 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
  50. 50(1) Excludes 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)
  51. 51Balance – December 31, 2025 — $ — 7,666,667 $ 767 $ 24,233 $ (76,662 ) $ (51,662 )
  52. 52FOR THE PERIOD FROM SEPTEMBER 16, 2025 (INCEPTION) THROUGH DECEMBER 31, 2025
  53. 53Payment of formation, general, and administrative costs through promissory note – related party 71,662
  54. 54NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN
  55. 55The Company’s liquidity needs up to December 31, 2025 had been satisfied through the loan under an unsecured promissory note from the Sponsor of up to $2,000,000 (see Note 5). As of December 31, 2025, the Company had no cash and had a working capital deficit of $270,009
  56. 56Cash and Cash Equivalents
  57. 57Concentration of Credit Risk
  58. 58Fair Value of Financial Instruments
  59. 59Derivative Financial Instruments
  60. 60The Company accounts for share awards in accordance with FASB ASC Topic 718, “Compensation—Stock Compensation,” which requires that all equity awards be accounted for at their “fair value.” Fair value is measured on the grant date and is equal to the underlying value of the share
  61. 61Net Loss per Class B Ordinary Share
  62. 62Recent Issued Accounting Pronouncements
  63. 63NOTE 3 — INITIAL PUBLIC OFFERING
  64. 64NOTE 4 — PRIVATE PLACEMENT
  65. 65On 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
  66. 66General and Administrative Services
  67. 67Promissory Note — Related Party
  68. 68NOTE 7 — SHAREHOLDER’S DEFICIT
  69. 69If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws
  70. 70NOTE 9 — SEGMENT INFORMATION
  71. 71Formation, general, and administrative costs $ 76,662
  72. 72NOTE 10 — SUBSEQUENT EVENTS
  73. 73The registration statement for the Company’s Initial Public Offering was declared effective on January 28, 2026
  74. 74A 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 on February 2, 2026
  75. 75On January 30, 2026, the Company had borrowed an aggregate of $316,235 under such Promissory Note, $262,593 of which has been paid by the Company at the closing of the Initial Public Offering and the remaining $53,642 has been paid on March 16, 2026. Borrowings under the Promissory Note are no longer available

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The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.