Xsolla SPAC 1-A美股招股说明书(2026-01-29版)

Xsolla SPAC 1 20,000,000Units Xsolla SPAC 1 is a newly incorporated blank check company incorporated as a Cayman Islands exemptedcompany and formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition,share purchase, reorganization or similar business combination with one or more businesses, which we refer tothroughout this prospectus as our initial business combination. We have not selected any specific businesscombination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions,directly or indirectly, with any business combination target with respect to an initial business combination withus. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists ofone ClassA ordinary share and one-half of one redeemable warrant. Each whole warrant entitles the holderthereof to purchase one ClassA ordinary share at a price of $11.50 per share, subject to adjustment as describedin this prospectus. Only whole warrants are exercisable. The warrants will become exercisable on the later ofthe completion of our initial business combination (the “warrant exercise date”) or 12months after thisregistration statement is declared effective by the Securities and Exchange Commission (the “SEC”) and willexpire fiveyears after the completion of our initial business combination or earlier upon redemption orliquidation (the “warrant expiration date”), as described in this prospectus. We have also granted the underwritera 45-day option to purchase up to an additional 3,000,000units to cover over-allotments, if any. We will provide our public shareholders with the opportunity to redeem, regardless of whether theyabstain, vote for, or vote against, our initial business combination, all or a portion of their ClassA ordinaryshares upon the completion of our initial business combination at a per share price, payable in cash, equal to theaggregate amount then on deposit in the trust account described below calculated as of twobusiness days priorto the consummation of our initial business combination, including interest, divided by the number of thenoutstanding public shares, subject to the limitations described herein. Notwithstanding the foregoing redemptionrights, if we seek shareholder approval of our initial business combination and we do not conduct redemptionsin connection with our initial business combination pursuant to the tender offer rules, our amended and restatedmemorandum and articles of association provides that a public shareholder, together with any affiliate of suchshareholder or any other person with whom such shareholder is acting in concert or as a “group” (as definedunder Section13 of the Securities ExchangeActof1934, as amended), is restricted from redeeming its shareswith respect to more than an aggregate of 15% of the shares sold in this offering, without our prior consent. Wewill have 24months from the closing of this offering to consummate an initial business combination. Ourshareholders can also vote at any time to amend our amended and restated memorandum and articles ofassociation to extend the amount of time we will have to complete an initial business combination, in each caseas further described herein. There is no limit on the number of times our shareholders can vote to amend ouramended and restated memorandum and articles of association to extend the amount of time we will have tocomplete an initial business combination and any such extension may be for any amount of time. We refer to thetime period we have to complete an initial business combination, as it may be extended as described above, asthe “completion window”. If our completion window is extended by an amendment to our amended and restatedmemorandum and articles of association, our shareholders will be entitled to vote on such amendment and toredeem their shares in connection with any such extension. If we have not completed our initial businesscombination within the completion window or we do not otherwise seek shareholder approval to amend ouramended and restated memorandum and articles of association to further extend the time to complete our initialbusiness combination, we will redeem 100% of the public shares at a per share price, payable in cash, equal tothe aggregate amount then on deposit in the trust account, including interest (less up to $100,000 of interest topay dissolution expenses), divided by the number of then outstanding public shares, subject to applicable lawand certain conditions as further described herein.Please see “Redemption of Public Shares and Liquidationif no Initial Business Combination” for more information. Prior to this offering, there has been no public market for our units, ClassA ordinary shares or warrants.Our units have been approved for listing on the Nasdaq Stock Market (“Nasdaq”) under the symbol “XSLLU”on or promptly after the date of this prospectus. The ClassA ordinary shares and w