We are a newly incorporated blank check company incorporated as a Cayman Islands exempted company on September 16, 2025 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 to throughout this prospectus as our initial business combination. We have not selected any specific business combination 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 with us. As discussed further below, we seek to leverage and capitalize on our collective multi-faceted expertise, investing and operating experience, and broad network of relationships to source and evaluate potential transactions and create value for our stakeholders. We believe we have a deep and broad network of relationships and sector expertise to source and evaluate potential transactions, enhancing our ability to position us as a partner of choice with potential target companies. The extensive investing track record and operational experience of the management team, including significant public company executive and board experience are expected to enhance our credibility with prospective investors, and will allow us to be a value-added partner to the management team and stakeholders following an initial business combination. We believe our extensive M&A and capital markets experience will enable us to successfully execute an initial business combination transaction. We may pursue an initial business combination in any business or industry but intend to focus our search on a target business in an industry where we believe the expertise of our management team will provide us with a competitive advantage in completing a successful initial business combination. We intend to seek to acquire one or more businesses with an aggregate enterprise value in excess of $500 million, determined in the sole discretion of our officers and directors according to reasonably acceptable valuation standards and methodologies, although a target entity with a smaller or larger enterprise value may be considered. --- While we may pursue an initial business combination in any business or industry, we intend to focus our search primarily on high-growth sectors that demonstrate strong secular tailwinds and structural transformation potential, including: • Video Games — a large and rapidly growing industry with significant opportunities in distribution, payments, digital goods, and infrastructure; • Financial Technology (FinTech) — companies enabling payments, embedded finance, and digital transactions across consumer and enterprise markets; • Advertising Technology (Ad Tech) — platforms and infrastructure supporting digital advertising, user acquisition, and monetization; and • Telecommunications — enabling infrastructure and platforms with opportunities to converge with gaming, media, and fintech ecosystems. These sectors are experiencing accelerating digital adoption, technological innovation, and ecosystem convergence, creating favorable dynamics for both organic growth and strategic consolidation. We believe our focus on these industries positions us to identify high-quality targets that can benefit from both our team’s expertise and Xsolla’s strategic position as a global leader in video game commerce and financial infrastructure. Our executive offices are located in Sherman Oaks, California.
