{"url_path":"/sec/xsll/10-q/2026/item-2","section_key":"item-2","section_title":"Item 2 Unregistered Sales of Equity Securities and Use of Proceeds.","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/2088807/0001213900-26-057947-index.html","accession_number":"0001213900-26-057947","cik":"0002088807","ticker":"XSLL","issuer_name":"Xsolla SPAC 1","edgar_url":"https://www.sec.gov/Archives/edgar/data/2088807/0001213900-26-057947-index.html","primary_entity_key":"0002088807","primary_entity_name":"Xsolla SPAC 1"},"word_count":367,"has_tables":true,"body_markdown":"Item\n2. Unregistered Sales of Equity Securities and Use of Proceeds.\n\n \n\nOn January 30, 2026, the\nCompany consummated the Initial Public Offering of 20,000,000 units (the “Units”), at $10.00 per Unit, generating gross proceeds\nof $200,000,000. D. Boral Capital acted as sole book-running manager of the Initial Public Offering. The securities in the offering were\nregistered under the Securities Act on registration statement on Form S-1 (No. 333-290802). The Securities and Exchange Commission declared\nthe registration statement effective on January 12, 2026.\n\n \n\nOn February 2, 2026, the Company consummated the closing of an additional\n419,385 Units pursuant to the underwriters’ partial exercise of their over-allotment option, generating gross proceeds of $4,193,850.\n\n \n\nSimultaneously\nwith the closing of the Initial Public Offering, the Company consummated the sale of 403,146 private placement units (the “Private\nPlacement Units”), including the impact of the partial exercise of the over-allotment option, at a price of $10.00 per Private\nPlacement Unit, in a private placement to the Company’s sponsor, Xsolla SPAC I LLC (the “Sponsor”), generating gross\nproceeds of $4,031,460. Each Private Placement Unit consists of one Class A ordinary share and one-half of one warrant (“Private\nPlacement Warrant). Each Private Placement Warrant entitles the holder thereof to purchase one whole Class A ordinary share at a\nprice of $11.50 per share, subject to adjustment, terms and limitations as described in the Company’s prospectus. \n\n \n\nThe\nPrivate Warrants are identical to the warrants underlying the Units sold in the Initial Public Offering, except that the Private Warrants\nare not transferable, assignable or salable until after the completion of a Business Combination, subject to certain limited exceptions.\n\n \n\nOf the gross proceeds received\nfrom the Initial Public Offering, the exercise of the over-allotment option and the sale of the Private Placement Units, an aggregate\nof $204,193,850 was placed in the Trust Account.\n\n \n\nWe paid a total of $2,674,141, consisting of $1,531,454 of cash underwriting\ndiscount, $501,802 representing fair value of representative shares issued to the representative of the underwriters, and $640,885 of\nother offering costs and expenses related to the Initial Public Offering.\n\n \n\nFor\na description of the use of the proceeds generated in our Initial Public Offering, see Part I, Item 2 of this Form 10-Q."}