Xsolla SPAC 1

02/19/2026 | Press release | Distributed by Public on 02/19/2026 10:52

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN 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
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OMB Number: 3235-0287
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Agapitov Aleksandr
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)
(Last) (First) (Middle)
15260 VENTURA BOULEVARD, SUITE 2230
3. Date of Earliest Transaction (Month/Day/Year)
01/30/2026
(Street)
SHERMAN OAKS, CA 91403
4. If Amendment, Date 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
(City) (State) (Zip)
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)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)
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 Underlying Securities
(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 of Derivative Security: 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)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Agapitov Aleksandr
15260 VENTURA BOULEVARD, SUITE 2230
SHERMAN OAKS, CA 91403
X X

Signatures

/s/ Aleksandr Agapitov 02/19/2026
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(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.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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