Sponsor boosts stake in Xsolla SPAC 1 (XSLLU) private units and warrants

Rhea-AI Filing Summary

Xsolla SPAC 1 director and 10% owner Aleksandr Agapitov reported indirect purchases of the sponsor’s private units, which each include one Class A Ordinary Share and one-half of a redeemable warrant. On January 30, 2026, the sponsor acquired 400,000 private units at $10.00 per unit for an aggregate $4,000,000 under a Private Units Subscription Agreement.

On February 2, 2026, the sponsor bought an additional 3,146 private units at $10.00 per unit for a further $31,460 pursuant to an over-allotment option. The warrants in these units become exercisable on the later of completing the initial business combination or January 28, 2027 and expire five years after that combination, or earlier upon redemption or liquidation. Agapitov is the managing member of the sponsor and disclaims beneficial ownership beyond any pecuniary interest.

Insights

SPAC and equity structure analyst

SPAC sponsor increases economic exposure through additional private units.

The sponsor of Xsolla SPAC 1 acquired 400,000 private units for $4,000,000 and an additional 3,146 units for $31,460. Each unit includes one ordinary share and half a warrant, so this boosts both equity and warrant exposure tied to the SPAC’s future business combination.

The warrants become exercisable after the initial business combination or on January 28, 2027, and expire five years after the combination or earlier if redeemed or liquidated. This timing means ultimate value depends on the terms and performance of the eventual target once a combination is completed.

Agapitov, as managing member of the sponsor, has voting and dispositive power over these securities but formally disclaims beneficial ownership beyond any pecuniary interest. Subsequent filings around the initial business combination and warrant exercise conditions will determine how this position translates into long-term economic outcomes.

Insider Trade Summary

4 transactions reported

Net Buy 4 txns

Insider Agapitov Aleksandr

Role Director, 10% Owner

Bought 604,719 shs ($0.00)

Type	Security	Shares	Price	Value
Purchase	Warrants to purchase Class A Ordinary Shares	1,573	$0.00	--
Purchase	Class A Ordinary Shares	3,146	$0.00	--
Purchase	Warrants to purchase Class A Ordinary Shares	200,000	$0.00	--
Purchase	Class A Ordinary Shares	400,000	$0.00	--

Holdings After Transaction: Warrants to purchase Class A Ordinary Shares — 201,573 shares (Indirect, See Footnote); Class A Ordinary Shares — 403,146 shares (Indirect, See Footnote)

Footnotes (1)

1. Reflects the 400,000 private units owned by Xsolla SPAC I LLC, the Issuer's sponsor (the "sponsor"). Each private unit consists of one ordinary share and one-half of one redeemable warrant, with each whole warrant entitling the holder thereof to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment. The private units were purchased pursuant to a Private Units Subscription Agreement (the "Purchase Agreement"), dated January 28, 2026, by and between the sponsor and the Issuer ("the Purchase Agreement") , at $10.00 per unit for an aggregate purchase price of $4,000,000. Aleksandr Agapitov is the managing member of the sponsor and has voting and dispositive power over the shares owned by the sponsor. Mr. Agapitov disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly. Reflects an additional 3,146 private units sold to the sponsor on February 2, 2026 at $10.00 per unit for an aggregate purchase price of $31,460 pursuant to the over-allotment option set forth in the Purchase Agreement. Aleksandr Agapitov is the managing member of the sponsor and has voting and dispositive power over the shares owned by the sponsor. Mr. Agapitov disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly. The warrants included in the private units will become exercisable on the later of the completion of the Issuer's initial business combination or January 28, 2027 (12 months after the registration statement has been declared effective by the Securities and Exchange Commission) and will expire five years after the completion of the initial business combination or earlier upon redemption or liquidation.

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Agapitov Aleksandr

(Last) (First) (Middle)

15260 VENTURA BOULEVARD, SUITE 2230

(Street)

SHERMAN OAKS CA 91403

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
01/30/2026

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Ordinary Shares	01/30/2026		P		400,000	A	(1)	400,000	I	See Footnote(1)
Class A Ordinary Shares	02/02/2026		P		3,146	A	(2)	403,146	I	See Footnote(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrants to purchase Class A Ordinary Shares	$11.5	01/30/2026		P		200,000		(3)	(3)	Class A Ordinary Shares	200,000	(1)	200,000	I	See Footnote(1)
Warrants to purchase Class A Ordinary Shares	$11.5	02/02/2026		P		1,573		(3)	(3)	Class A Ordinary Shares	1,573	(2)	201,573	I	See Footnote(2)

Explanation of Responses:

1. Reflects the 400,000 private units owned by Xsolla SPAC I LLC, the Issuer's sponsor (the "sponsor"). Each private unit consists of one ordinary share and one-half of one redeemable warrant, with each whole warrant entitling the holder thereof to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment. The private units were purchased pursuant to a Private Units Subscription Agreement (the "Purchase Agreement"), dated January 28, 2026, by and between the sponsor and the Issuer ("the Purchase Agreement") , at $10.00 per unit for an aggregate purchase price of $4,000,000. Aleksandr Agapitov is the managing member of the sponsor and has voting and dispositive power over the shares owned by the sponsor. Mr. Agapitov disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

2. Reflects an additional 3,146 private units sold to the sponsor on February 2, 2026 at $10.00 per unit for an aggregate purchase price of $31,460 pursuant to the over-allotment option set forth in the Purchase Agreement. Aleksandr Agapitov is the managing member of the sponsor and has voting and dispositive power over the shares owned by the sponsor. Mr. Agapitov disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

3. The warrants included in the private units will become exercisable on the later of the completion of the Issuer's initial business combination or January 28, 2027 (12 months after the registration statement has been declared effective by the Securities and Exchange Commission) and will expire five years after the completion of the initial business combination or earlier upon redemption or liquidation.

	/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 4 (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.

FAQ

What insider transactions did XSLLU report for Aleksandr Agapitov?

The filing shows indirect purchases by the sponsor entity associated with Aleksandr Agapitov. It acquired 400,000 private units on January 30, 2026, and 3,146 additional private units on February 2, 2026, all at $10.00 per unit under a Private Units Subscription Agreement and its over-allotment option.

How many Xsolla SPAC 1 private units were bought and at what prices?

The sponsor bought 400,000 private units at $10.00 per unit for $4,000,000, then 3,146 more units at $10.00 each for $31,460. Each private unit consists of one ordinary share and one-half of a redeemable warrant to purchase a Class A Ordinary Share for $11.50 per share.

What do the Xsolla SPAC 1 private units reported in the Form 4 include?

Each private unit includes one ordinary share and one-half of one redeemable warrant. Every whole warrant allows the holder to purchase one Class A Ordinary Share at $11.50 per share, subject to adjustment, providing leveraged upside if a successful initial business combination is completed by the SPAC.

When do the Xsolla SPAC 1 private unit warrants become exercisable?

The warrants included in the private units become exercisable on the later of the completion of Xsolla SPAC 1’s initial business combination or January 28, 2027. They then remain outstanding for five years after the combination, unless earlier redeemed or canceled in a liquidation process.

Who holds voting power over the Xsolla SPAC 1 private units in this filing?

The private units are owned by Xsolla SPAC I LLC, the SPAC sponsor. Aleksandr Agapitov is the sponsor’s managing member and has voting and dispositive power over those securities, but he disclaims beneficial ownership beyond any pecuniary interest he may have in the sponsor’s holdings.

What over-allotment purchase did the Xsolla SPAC 1 sponsor make under the Purchase Agreement?

Under the over-allotment option in the Private Units Subscription Agreement, the sponsor bought an additional 3,146 private units on February 2, 2026. These units were purchased at $10.00 per unit, resulting in an aggregate purchase price of $31,460 and increasing the sponsor’s total private unit exposure.