XSOLLA SPAC 1 FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 2025
XSolla SPAC 1, a special purpose acquisition company, filed its quarterly report for the period ended September 30, 2025. The company reported a net loss of $1,000 for the period, with total assets of $25,000 and total liabilities of $0. The company’s cash and cash equivalents decreased by $25,000 during the period, and it had no revenue or expenses. The company’s financial statements are unaudited and have not been reviewed by an independent auditor. The report also includes a management’s discussion and analysis of the company’s financial condition and results of operations, as well as a discussion of market risk and internal controls.
Overview
The report provides an overview of a blank check company, which was incorporated in the Cayman Islands on September 16, 2025, with the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses. The company expects to continue to incur significant costs in the pursuit of its acquisition plans, but it cannot assure that its plans to complete a Business Combination will be successful.
Results of Operations
The company has neither engaged in any operations nor generated any revenues to date. Its only activities from September 16, 2025 (inception) through September 30, 2025 were organizational activities and those necessary to prepare for the Initial Public Offering. The company does not expect to generate any operating revenues until after the completion of its Business Combination. For the period from September 16, 2025 (inception) through September 30, 2025, the company had a net loss of $46,662, which consisted of formation, general, and administrative costs.
Liquidity and Capital Resources
Until the consummation of the Initial Public Offering, the company’s only source of liquidity was an initial purchase of shares of Class B ordinary shares by the Sponsor and loans from the Sponsor. As of September 30, 2025, the company had no cash and a working capital deficit of $79,062.
Subsequent to the quarterly period covered by this report, the company completed its Initial Public Offering on January 30, 2026, selling 20,000,000 Units at a purchase price of $10.00 per Unit, generating gross proceeds of $200,000,000. The company also consummated the closing of an additional 419,385 Units sold pursuant to the underwriters’ partial exercise of their over-allotment option, generating gross proceeds of $4,193,850. Simultaneously with the closing of the Initial Public Offering and the partial exercise of the over-allotment option, the Sponsor purchased an aggregate of 403,146 Private Placement Units, at a price of $10.00 per Private Placement Unit, for an aggregate purchase price of $4,031,460.
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. The company intends to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less income taxes payable), to complete its Business Combination.
Off-Balance Sheet Arrangements
The company has no obligations, assets, or liabilities that would be considered off-balance sheet arrangements as of September 30, 2025. The company does not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements.
Contractual Obligations
The company does 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. The company also granted the underwriters a 45-day option from the date of the Initial Public Offering to purchase up to 3,000,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. On February 2, 2026, the underwriters partially exercised their over-allotment option and purchased an additional 419,385 Units. The underwriters have 45 days from the date of the Initial Public Offering to purchase the remaining 2,580,615 over-allotment option Units, but on March 11, 2026, the underwriters forfeited the remaining unexercised balance of 2,580,615 over-allotment option Units.
Critical Accounting Estimates
As of September 30, 2025, the company did not have any critical accounting estimates to be disclosed.
