Xsolla SPAC 1-A 2025年度报告

FORM 10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedDecember 31, 2025 or ☐TRANSITION REPORT UNDER 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) Cayman IslandsN/A(State or other jurisdiction of(I.R.S. Employer (877)987-9233Registrant’s telephone number, including area code: Securities registered pursuant to Section 12(b) of the Act: Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark whether the registrant (1) has filed all reports required by Section 13 or 15(d) of the Securities Exchange Actof 1934 during the preceding 12 month (or for such shorter period that the registrant was required to file such reports), and (2) hasbeen 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 (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant 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☐Accelerated filer☐Non-accelerated filer☒Smaller reporting company☒Emerging Growth Company☒ 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. Yes☐No☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b)☐ 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 June 30, 2025, the aggregate market value of the Registrant’s ordinary shares held by non-affiliates of the Registrant was $0. As of March 30, 2026, there were 20,873,579 Class A ordinary shares, including Class A ordinary shares underlying the units, and6,806,462 Class B ordinary shares issued and outstanding. DOCUMENTS INCORPORATED BY REFERENCE None. XSOLLA SPAC 1 Annual Report on Form 10-K for the Fiscal Year Ended December 31, 2025 TABLE OF CONTENTS PART I1ITEM 1.BUSINESS1ITEM 1A.RISK FACTORS22ITEM 1B.UNRESOLVED STAFF COMMENTS22ITEM 1C.CYBERSECURITY22ITEM 2.PROPERTIES22ITEM 3.LEGAL PROCEEDINGS22ITEM 4.MINE SAFETY DISCLOSURES22PART II23ITEM 5.MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS ANDISSUER PURCHASES OF EQUITY SECURITIES23ITEM 6.[RESERVED]24ITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS24ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK27ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA27ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIALDISCLOSURE27ITEM 9A.CONTROLS AND PROCEDURES28ITEM 9B.OTHER INFORMATION28ITEM 9C.DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS28PART III29ITEM 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE29ITEM 11.EXECUTIVE COMPENSATION39ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATEDSHAREHOLDER MATTERS40ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DI\RECTOR INDEPENDENCE41ITEM 14.PRINCIPAL ACCOUNTANT FEES AND SERVICES44PART IV45ITEM 15.EXHIBITS AND FINANCIAL STATEMENT SCHEDULES45 FORWARD LOOKING STATEMENTS This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the SecuritiesAct of 1933, or as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, or as amended (the“Exchange Act”), that are not historical facts, and involve risks and uncertainties tha