Agapitov Aleksandr 4
4 · Xsolla SPAC 1 · Filed Feb 19, 2026
Research Summary
AI-generated summary of this filing
Xsolla SPAC 1 (XSLLU) 10% Owner Aleksandr Agapitov Buys Units
What Happened
Aleksandr Agapitov (reported as a 10% owner and managing member of the sponsor) purchased private units in Xsolla SPAC 1. The sponsor acquired 400,000 private units on Jan 30, 2026 for $4,000,000 and an additional 3,146 private units on Feb 2, 2026 for $31,460 — a total of 403,146 units at $10.00 per unit, costing $4,031,460. Each private unit consists of one ordinary share plus one-half of a redeemable warrant, so the transaction equals 403,146 ordinary shares and 201,573 warrants (reflected in the filing as both share and derivative entries). Agapitov is the managing member of the sponsor and disclaims beneficial ownership except to the extent of any pecuniary interest.
Key Details
- Transaction dates and prices: Jan 30, 2026 — 400,000 units @ $10.00 per unit ($4,000,000); Feb 2, 2026 — 3,146 units @ $10.00 per unit ($31,460).
- Total: 403,146 private units = 403,146 ordinary shares + 201,573 warrants; aggregate purchase price $4,031,460.
- Warrant terms: Warrants (half per unit) become exercisable on the later of completion of the issuer’s initial business combination or Jan 28, 2027, and expire five years after the business combination (subject to adjustment/early redemption).
- Ownership after transaction: The filing reports the sponsor’s holdings; Agapitov disclaims beneficial ownership beyond any pecuniary interest. The filing does not state a consolidated post-transaction total of all shares beneficially owned by Agapitov personally.
- Filing timeliness: The Form 4 was filed on Feb 19, 2026 for transactions on Jan 30 and Feb 2, 2026 — this filing is later than the usual two-business-day requirement for Form 4s.
Context
- These purchases were made by the SPAC sponsor under a Private Units Subscription Agreement (including an over-allotment on Feb 2) — this is sponsor/institutional buying tied to the SPAC formation, not a routine open-market buy by an executive.
- The derivative entries reflect warrants packaged with the private units (not option exercises). Warrants are generally exercisable only after the business combination or the specified date and are not immediately dilutive until exercised.
- For retail investors: sponsor buys in a SPAC sponsor context are common at formation and reflect sponsor capitalization arrangements rather than a simple bullish signal about post-merger operating prospects.
Insider Transaction Report
Form 4
Xsolla SPAC 1XSLLU
Agapitov Aleksandr
Director10% Owner
Transactions
- Purchase
Class A Ordinary Shares
[F1]2026-01-30+400,000→ 400,000 total(indirect: See Footnote) - Purchase
Class A Ordinary Shares
[F2]2026-02-02+3,146→ 403,146 total(indirect: See Footnote) - Purchase
Warrants to purchase Class A Ordinary Shares
[F1][F3]2026-01-30+200,000→ 200,000 total(indirect: See Footnote)Exercise: $11.50→ Class A Ordinary Shares (200,000 underlying) - Purchase
Warrants to purchase Class A Ordinary Shares
[F2][F3]2026-02-02+1,573→ 201,573 total(indirect: See Footnote)Exercise: $11.50→ Class A Ordinary Shares (1,573 underlying)
Footnotes (3)
- [F1]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.
- [F2]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.
- [F3]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.
Signature
/s/ Aleksandr Agapitov|2026-02-19