03/03/2026 | Press release | Distributed by Public on 03/03/2026 19:46
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FORM 4
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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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| 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) | ||
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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) |
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| 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 | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Xsolla SPAC I LLC 15260 VENTURA BOULEVARD, SUITE 2230 SHERMAN OAKS, CA 91403 |
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| Xsolla SPAC I LLC By: /s/ Aleksandr Agapitov Name: Aleksandr Agapitov Title: Managing Member | 03/03/2026 | |
| **Signature of Reporting Person | Date |
| * | 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, 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. |