Xsolla SPAC I (XSLLU) sponsor acquires $4.0M in private units and warrants

Rhea-AI Filing Summary

Xsolla SPAC 1 reported that its sponsor, Xsolla SPAC I LLC, bought additional private units linked to Class A Ordinary Shares. On January 30, 2026, the sponsor purchased 400,000 private units, each at $10.00, for an aggregate $4,000,000. Each private unit consists of one ordinary share and one-half of one redeemable warrant, with each whole warrant exercisable for one Class A Ordinary Share at $11.50 per share.

On February 2, 2026, the sponsor bought a further 3,146 private units at $10.00 per unit, adding $31,460 of investment under an over-allotment option. After these transactions, the sponsor held 403,146 Class A Ordinary Shares and 201,573 warrants. The warrants become exercisable on the later of the initial business combination or January 28, 2027 and expire five years after the business combination or earlier upon redemption or liquidation.

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

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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^*

Xsolla SPAC I LLC

(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)

	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	D
Class A Ordinary Shares	02/02/2026		P		3,146	A	(2)	403,146	D

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	D
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	D

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, at $10.00 per unit for an aggregate purchase price of $4,000,000.

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.

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.

	Xsolla SPAC I LLC By: /s/ Aleksandr Agapitov Name: Aleksandr Agapitov Title: Managing Member	03/03/2026
	** Signature of Reporting Person	Date
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FAQ

What did Xsolla SPAC I LLC buy in this XSLLU Form 4 filing?

Xsolla SPAC I LLC bought private units consisting of Class A Ordinary Shares and warrants. It acquired 400,000 private units on January 30, 2026 and 3,146 additional units on February 2, 2026 under an over-allotment option at $10.00 per unit.

How much did the Xsolla SPAC 1 sponsor invest according to the XSLLU filing?

The sponsor invested a total of $4,031,460 in private units. This includes $4,000,000 for 400,000 units purchased on January 30, 2026 and $31,460 for 3,146 additional units purchased on February 2, 2026 at $10.00 per unit.

How many Xsolla SPAC 1 shares and warrants does the sponsor hold after these transactions?

After these purchases, Xsolla SPAC I LLC held 403,146 Class A Ordinary Shares and 201,573 warrants. These holdings reflect both the initial 400,000 private units and the additional 3,146 units acquired through the over-allotment option described in the Form 4 footnotes.

When can the Xsolla SPAC 1 private placement warrants held by the sponsor be exercised?

The warrants included in the private units become exercisable on the later of Xsolla SPAC 1’s initial business combination or January 28, 2027. They then expire five years after completion of the initial business combination or earlier if redeemed or upon liquidation.

What is the exercise price of the Xsolla SPAC 1 private warrants disclosed in the XSLLU filing?

Each whole redeemable warrant allows purchase of one Class A Ordinary Share at $11.50 per share. The warrants are bundled within private units bought by the sponsor and are subject to standard SPAC timing conditions around business combination completion and potential redemption events.

What over-allotment activity is described in the Xsolla SPAC 1 XSLLU Form 4?

The filing notes an additional 3,146 private units sold to the sponsor on February 2, 2026 at $10.00 per unit. This purchase, totaling $31,460, was made pursuant to the over-allotment option in the Private Units Subscription Agreement dated January 28, 2026.