XFLH Capital Corp 8-K

What Happened

• XFLH Capital Corp announced that its Form S-1 was declared effective on January 30, 2026, and that it consummated an initial public offering (IPO) on February 13, 2026. The IPO sold 10,000,000 units at $10.00 per unit (gross $100,000,000). Each Unit consists of one ordinary share (par value $0.0001) and one right to receive one‑seventh (1/7) of one ordinary share upon completion of the company’s initial business combination.
• In connection with the IPO the company adopted an Amended and Restated Memorandum and Articles of Association (effective February 11, 2026) and entered into standard SPAC-related agreements (underwriting agreement with Maxim Group, rights agreement, registration rights agreement, private placement agreement with the sponsor, administrative support and indemnity agreements, etc.), as described in the Registration Statement.

Key Details

• IPO: 10,000,000 units sold at $10.00 per unit; underwriters have a 45‑day option to purchase up to 1,500,000 additional units for over‑allotments.
• Sponsor private placement: Sponsor purchased 154,970 units at $10.00 per unit (gross $1,549,700), including the cancellation of $278,496 of prior sponsor debt by offset.
• Trust account: As of February 13, 2026, $100,000,000 (proceeds from the IPO and sponsor units) was placed in a U.S.-based trust account at Continental Stock Transfer & Trust Company; funds are restricted and generally will not be released except upon specified events (e.g., completion of an initial business combination or in certain redemption scenarios).
• Transfer restrictions: Sponsor agreed not to transfer its private placement units (except to permitted transferees) until after the initial business combination.

Why It Matters

• The filing confirms XFLH is now a public blank‑check company (SPAC) with substantial capital held in trust to pursue an initial business combination. For investors, the trust account and charter provisions limit access to the IPO proceeds until a qualifying merger or other specified events occur, which provides protection for public shareholders’ capital.
• Key practical points for investors: the sponsor’s private units are restricted pre‑de‑SPAC, underwriters have an over‑allotment option that could increase float, and the company has a 15‑month deadline (per charter provisions described in the Registration Statement) tied to completing an initial business combination or triggering redemptions. Interest on trust funds may be released only to pay taxes.