Xsolla SPAC 1-A 2026年季度报告

FORM 10-Q ☒QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2025 ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _________to __________ Commission File Number 001-43066 Xsolla SPAC 1(Exact name of registrant as specified in its charter) 15260 Ventura Boulevard, Suite 2230Sherman Oaks, CA 91403(Address of principal executive offices and zip code) (877) 987-9233(Registrant’s telephone number, including area code) (Former name, former address and former fiscal year, if changed since last report) Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days. Yes☐No☒ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter periodthat the registrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer☐Non-accelerated filer☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☒No☐ As of March 16, 2026, there were 20,873,579 of the registrant’s Class A ordinary shares, par value $0.0001 per share, and6,806,462 of the registrant’s Class B ordinary shares, par value $0.0001 per share, issued and outstanding. XSOLLA SPAC 1FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 2025 TABLE OF CONTENTS PagePart I. Financial Information1Item 1. Interim Financial Statements1Balance Sheet as of September 30, 2025 (Unaudited)1Statement of Operations for the Period from September 16, 2025 (Inception) through September 30, 2025(Unaudited)2Statement of Changes in Shareholder’s Deficit for the Period from September 16, 2025 (Inception) throughSeptember 30, 2025 (Unaudited)3Statement of Cash Flows for the Period from September 16, 2025 (Inception) through September 30, 2025(Unaudited)4Notes to Financial Statements (Unaudited)5Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations16Item 3. Quantitative and Qualitative Disclosures About Market Risk18Item 4. Controls and Procedures18Part II. Other Information19Item 1. Legal Proceedings19Item 1A. Risk Factors19Item 2. Unregistered Sales of Equity Securities and Use of Proceeds19Item 3. Defaults Upon Senior Securities19Item 4. Mine Safety Disclosures19Item 5. Other Information19Item 6. Exhibits20Part III. Signatures21 PART I - FINANCIAL INFORMATION XSOLLA SPAC 1BALANCE SHEETSEPTEMBER 30, 2025(UNAUDITED) Commitments and Contingencies (Note 6) Shareholder’s DeficitPreference shares, $0.0001 par value; 5,000,000 shares authorized; no shares issued or outstanding—Class A ordinary shares, $0.0001 par value; 475,000,000 shares authorized; no shares issued or outstanding—Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 7,666,667 shares issued and outstanding(1)(2)(3)(4)767Additional paid-in capital24,233Accumulated deficit(46,662)Total Shareholder’s Deficit(21,662)Total Liabilities and Shareholder’s Deficit$82,400 (1)Includes an aggregate of up to 1,000,000 ClassB ordinary shares which will be surrendered to the Company for no considerationif the over-allotment option is not exercised in full or in part by the underwriters (see Note5).(2)On January 28, 2026, the Sponsor surrendered 1,916,666 Founder Shares to the Company for no consideration, resulting in theSponsor holding an aggregate of 7,666,667 Founder Shares. All shares and per-share amounts have been retroactively presented.(3)On February 2, 2026, as a result of the partial exercise by the underwriters of the over-allotment option, 139,795 Founder Sharesare no longer subject to forfeiture.(4)On March 11, 2026, the underwriters forfeited the remaining unexercised balance of 2,580,615 over-allotment option Units. As aresult, the Sponsor surrendered 860,205 Founder Shares to the Company for no consideration. The accompanying notes a