Xsolla SPAC 1 sponsor holds 7.0M Class B shares

Xsolla SPAC 1 disclosed the initial beneficial ownership of its sponsor entity, Xsolla SPAC I LLC, in a Form 3 filing.

Accepted by SEC EDGAR 02/19/2026 - 11:50 AM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Xsolla SPAC 1 disclosed the initial beneficial ownership of its sponsor entity, Xsolla SPAC I LLC, in a Form 3 filing. The LLC holds 7,006,661 Class B ordinary shares, reported as directly owned. These Class B shares will automatically convert into Class A ordinary shares on a one-for-one basis when the SPAC completes its initial business combination, or earlier at the holders’ option, and they have no expiration date.

Insider Trade Summary

Holdings reported, no transactions

Holdings

Insider Xsolla SPAC I LLC

Role 10% Owner

Type	Security	Shares	Price	Value
Holding	Class B Ordinary Shares	--	--	--

Holdings: Class B Ordinary Shares — 7,006,661 contracts (Direct)

Footnotes (1)

1. F1. The Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of the Issuer's initial business combination, or earlier at the option of the holders thereof on a one-for-one basis, subject to the adjustments. The Class B ordinary shares have no expiration date.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What does Xsolla SPAC 1 (XSLLU) report in this Form 3 filing?

Xsolla SPAC 1 reports that Xsolla SPAC I LLC beneficially owns 7,006,661 Class B ordinary shares. These are sponsor shares that set the baseline ownership position before any public trading or business combination-related changes occur.

How many Class B shares does Xsolla SPAC I LLC own in XSLLU?

Xsolla SPAC I LLC is reported as directly owning 7,006,661 Class B ordinary shares of Xsolla SPAC 1. This figure represents the sponsor’s initial equity stake as disclosed in the Form 3 beneficial ownership statement.

What happens to the Class B ordinary shares of Xsolla SPAC 1 (XSLLU)?

The Class B ordinary shares will automatically convert into Class A ordinary shares when Xsolla SPAC 1 completes its initial business combination, or earlier at the holders’ option. The conversion is on a one-for-one basis, subject to adjustments.

Do the Xsolla SPAC 1 (XSLLU) Class B ordinary shares expire?

The Class B ordinary shares reported in this filing have no expiration date. They remain outstanding until they automatically convert into Class A ordinary shares after the initial business combination or earlier if holders choose to convert.

Is this Xsolla SPAC 1 (XSLLU) Form 3 a buy or sell transaction?

This Form 3 does not report a buy or sell transaction. It is an initial statement of beneficial ownership, indicating that Xsolla SPAC I LLC holds 7,006,661 Class B ordinary shares directly as of the reporting date.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Xsolla SPAC I LLC

(Last) (First) (Middle)

15260 VENTURA BOULEVARD, SUITE 2230

(Street)

SHERMAN OAKS CA 91403

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/28/2026

3. Issuer Name and Ticker or Trading Symbol
Xsolla SPAC 1 [ XSLLU ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Ordinary Shares	(1)	(1)	Class A Ordinary Shares	7,006,661	(1)	D

Explanation of Responses:

1. The Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of the Issuer's initial business combination, or earlier at the option of the holders thereof on a one-for-one basis, subject to the adjustments. The Class B ordinary shares have no expiration date.

	Signed by the Managing Member of Xsolla SPAC I LLC /s/ Aleksandr Agapitov	02/19/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.