Agapitov Aleksandr 4

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.