Xsolla SPAC 1 Sample Contracts
UNDERWRITING AGREEMENT between XSOLLA SPAC 1 and as Representative of the Several Underwriters UNDERWRITING AGREEMENT between XSOLLA SPAC 1 and as Representative of the Several UnderwritersUnderwriting Agreement • February 2nd, 2026 • Xsolla SPAC 1 • Blank checks • New York
The undersigned, Xsolla SPAC 1, a Cayman Islands exempted company (the “Company”), hereby confirms its agreement (this “Agreement”) with D. Boral Capital LLC (hereinafter referred to as “you” (including its correlatives) or the “Representative”), and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 2nd, 2026 • Xsolla SPAC 1 • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 28, 2026, is made and entered into by and among Xsolla SPAC 1 , a Cayman Islands exempted company (the “Company”), Xsolla SPAC I LLC, a Delaware limited liability company (the “Sponsor”), D. Boral Capital LLC (the “Representative”), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
WARRANT AGREEMENT betweenWarrant Agreement • February 2nd, 2026 • Xsolla SPAC 1 • Blank checks
THIS WARRANT AGREEMENT (this “Agreement”), dated as of January 28, 2026, is by and between Xsolla SPAC 1, a Cayman Islands exempted company (the “Company”), and Odyssey Transfer & Trust Company, a Minnesota corporation, as warrant agent (in such capacity, the “Warrant Agent,” and also referred to herein as the “Transfer Agent”).
UNDERWRITING AGREEMENT between XSOLLA SPAC 1 and as Representative of the Several Underwriters UNDERWRITING AGREEMENT between XSOLLA SPAC 1 and as Representative of the Several UnderwritersUnderwriting Agreement • January 23rd, 2026 • Xsolla SPAC 1 • Blank checks • New York
The undersigned, Xsolla SPAC 1, a Cayman Islands exempted company (the “Company”), hereby confirms its agreement (this “Agreement”) with D. Boral Capital LLC (hereinafter referred to as “you” (including its correlatives) or the “Representative”), and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
INDEMNITY AGREEMENTIndemnity Agreement • February 2nd, 2026 • Xsolla SPAC 1 • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of January 28, 2026 by and between Xsolla SPAC 1, a Cayman Islands exempted company (the “Company”), and (“Indemnitee”).
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • February 2nd, 2026 • Xsolla SPAC 1 • Blank checks • New York
THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of January 28, 2026 (this “Agreement”), is entered into by and between Xsolla SPAC 1, a Cayman Islands exempted company (the “Company”), and Xsolla SPAC I LLC, a Delaware limited liability company (the “Purchaser”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 23rd, 2026 • Xsolla SPAC 1 • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2026, is made and entered into by and among Xsolla SPAC 1 , a Cayman Islands exempted company (the “Company”), Xsolla SPAC I LLC, a Delaware limited liability company (the “Sponsor”), D. Boral Capital LLC (the “Representative”), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 2nd, 2026 • Xsolla SPAC 1 • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2026, is made and entered into by and among Xsolla SPAC 1 , a Cayman Islands exempted company (the “Company”), Xsolla SPAC I LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 13th, 2026 • Xsolla SPAC 1 • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2026, is made and entered into by and among Xsolla SPAC 1 , a Cayman Islands exempted company (the “Company”), Xsolla SPAC I LLC, a Delaware limited liability company (the “Sponsor”), D. Boral Capital LLC (the “Representative”), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
INDEMNITY AGREEMENTIndemnity Agreement • January 2nd, 2026 • Xsolla SPAC 1 • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of ___________, 2026 by and between Xsolla SPAC 1, a Cayman Islands exempted company (the “Company”), and (“Indemnitee”).
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 23rd, 2026 • Xsolla SPAC 1 • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2026, by and between Xsolla SPAC 1 (the “Company”), and Odyssey Transfer and Trust Company, a Minnesota corporation (the “Trustee”).
Xsolla SPAC 1 15260 Ventura Boulevard Suite 2230 Sherman Oaks, California 91403 [●], 2026Administrative Services Agreement • January 2nd, 2026 • Xsolla SPAC 1 • Blank checks
This letter agreement by and between Xsolla SPAC 1 (the “Company”) and Xsolla SPAC I LLC (“Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the Nasdaq Stock Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
UNDERWRITING AGREEMENT between XSOLLA SPAC 1 and as Representative of the Several Underwriters UNDERWRITING AGREEMENT between XSOLLA SPAC 1 and as Representative of the Several UnderwritersUnderwriting Agreement • January 2nd, 2026 • Xsolla SPAC 1 • Blank checks • New York
The undersigned, Xsolla SPAC 1, a Cayman Islands exempted company (the “Company”), hereby confirms its agreement (this “Agreement”) with D. Boral Capital LLC (hereinafter referred to as “you” (including its correlatives) or the “Representative”), and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
Xsolla SPAC 1 15260 Ventura Boulevard, Suite 2230 Sherman Oaks, CA 91403Underwriting Agreement • January 2nd, 2026 • Xsolla SPAC 1 • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) proposed to be entered into by and between Xsolla SPAC 1 a Cayman Islands exempted company (the “Company”), and D. Boral Capital, LLC, as representative (the “Representative”) of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 25,000,000 of the Company’s units (“Units”) (or up to 28,750,000 Units in the aggregate, which includes up to 3,750,000 Units that may be purchased by the Underwriters to cover over-allotments, if any), each comprised of one Class A ordinary share of the Company, par value $0.0001 per share (each, an “Ordinary Share”), and one-third of one redeemable public warrant (each whole warrant, a “Warrant”), which terms of the Public Offering may be changed according to the disclosure that will be filed with the Securities and Exchange Commission (the “Commission”
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 2nd, 2026 • Xsolla SPAC 1 • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2026, by and between Xsolla SPAC 1 (the “Company”), and Odyssey Transfer and Trust Company, a Minnesota corporation (the “Trustee”).
WARRANT AGREEMENT betweenWarrant Agreement • January 2nd, 2026 • Xsolla SPAC 1 • Blank checks
THIS WARRANT AGREEMENT (this “Agreement”), dated as of __________, 2026, is by and between Xsolla SPAC 1, a Cayman Islands exempted company (the “Company”), and Odyssey Transfer & Trust Company, a Minnesota corporation, as warrant agent (in such capacity, the “Warrant Agent,” and also referred to herein as the “Transfer Agent”).
Xsolla SPAC 1 15260 Ventura Boulevard, Suite 2230 Sherman Oaks, CA 91403Underwriting Agreement • January 23rd, 2026 • Xsolla SPAC 1 • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) proposed to be entered into by and between Xsolla SPAC 1 a Cayman Islands exempted company (the “Company”), and D. Boral Capital, LLC, as representative (the “Representative”) of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 25,000,000 of the Company’s units (“Units”) (or up to 28,750,000 Units in the aggregate, which includes up to 3,750,000 Units that may be purchased by the Underwriters to cover over-allotments, if any), each comprised of one Class A ordinary share of the Company, par value $0.0001 per share (each, an “Ordinary Share”), and one-half of one redeemable public warrant (each whole warrant, a “Warrant”), which terms of the Public Offering may be changed according to the disclosure that will be filed with the Securities and Exchange Commission (the “Commission”)
AMENDMENT NO. 1 TO PROMISSORY NOTE DATED SEPTEMBER 19, 2025Promissory Note • January 2nd, 2026 • Xsolla SPAC 1 • Blank checks
THIS AMENDMENT NO. 1 TO PROMISSORY NOTE DATED SEPTEMBER 19, 2025 (“Amendment No. 1”) is entered into by and between Xsolla SPAC 1, a Cayman Islands exempted company (the “Maker”), and Xsolla SPAC I LLC, a Delaware limited liability company (the “Payee”), as of December 29, 2025.
Xsolla SPAC 1 15260 Ventura Boulevard Suite 2230 Sherman Oaks, California 91403 January 29, 2026Administrative Services Agreement • February 2nd, 2026 • Xsolla SPAC 1 • Blank checks
This letter agreement by and between Xsolla SPAC 1 (the “Company”) and Xsolla SPAC I LLC (“Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the Nasdaq Stock Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
Xsolla SPAC 1 15260 Ventura Boulevard, Suite 2230 Sherman Oaks, CA 91403Letter Agreement • February 2nd, 2026 • Xsolla SPAC 1 • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) proposed to be entered into by and between Xsolla SPAC 1 a Cayman Islands exempted company (the “Company”), and D. Boral Capital, LLC, as representative (the “Representative”) of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 20,000,000 of the Company’s units (“Units”) (or up to 23,000,000 Units in the aggregate, which includes up to 3,00,000 Units that may be purchased by the Underwriters to cover over-allotments, if any), each comprised of one Class A ordinary share of the Company, par value $0.0001 per share (each, an “Ordinary Share”), and one-half of one redeemable public warrant (each whole warrant, a “Warrant”), which terms of the Public Offering may be changed according to the disclosure that will be filed with the Securities and Exchange Commission (the “Commission”)
WARRANT AGREEMENT betweenWarrant Agreement • January 23rd, 2026 • Xsolla SPAC 1 • Blank checks
THIS WARRANT AGREEMENT (this “Agreement”), dated as of __________, 2026, is by and between Xsolla SPAC 1, a Cayman Islands exempted company (the “Company”), and Odyssey Transfer & Trust Company, a Minnesota corporation, as warrant agent (in such capacity, the “Warrant Agent,” and also referred to herein as the “Transfer Agent”).
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • January 2nd, 2026 • Xsolla SPAC 1 • Blank checks • New York
THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of [●], 2026 (this “Agreement”), is entered into by and between Xsolla SPAC 1, a Cayman Islands exempted company (the “Company”), and Xsolla SPAC I LLC, a Delaware limited liability company (the “Purchaser”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 2nd, 2026 • Xsolla SPAC 1 • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of January 28, 2026, by and between Xsolla SPAC 1 (the “Company”), and Odyssey Transfer and Trust Company, a Minnesota corporation (the “Trustee”).
SECURITIES SUBSCRIPTION AGREEMENTSecurities Subscription Agreement • January 2nd, 2026 • Xsolla SPAC 1 • Blank checks • New York
This agreement (the “Agreement”) is entered into as of September 16, 2025 by and between Xsolla SPAC I LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Xsolla SPAC 1, an exempted company incorporated in the Cayman Islands with limited liability (the “Company,” “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 9,583,333 Class B ordinary shares, $0.0001 par value per share (the “Shares”), up to 1,250,000 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • January 23rd, 2026 • Xsolla SPAC 1 • Blank checks • New York
THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of [●], 2026 (this “Agreement”), is entered into by and between Xsolla SPAC 1, a Cayman Islands exempted company (the “Company”), and Xsolla SPAC I LLC, a Delaware limited liability company (the “Purchaser”).