XFLH Holdings Ltd 4

What Happened
XFLH Holdings Ltd, listed as a 10% owner of XFLH Capital Corp (XFLH), purchased 154,970 units on 2026-02-13 at $10.00 per unit for a total cash outlay of $1,549,700. Each unit consists of one ordinary share plus one right; the filing separately reports the attached rights as a derivative interest (no purchase price reported for the derivative line). This was a purchase (typically seen as a bullish signal compared with a sale), not a sale or option exercise.

Key Details

• Transaction date: 2026-02-13; Filing date (Form 4): 2026-02-17 — filing appears timely.
• Primary purchase: 154,970 units at $10.00 each = $1,549,700 (transaction code P = Purchase).
• Derivative entry: 154,970 attached rights recorded separately (no per-unit price reported for the derivative).
• Shares owned after the transaction: not specified in the provided filing excerpt.
• Notable footnotes:
  • Each unit = 1 ordinary share + 1 right to receive 1/7 of an ordinary share upon consummation of XFLH’s initial business combination.
  • Rights convert to 1/7 of a share only if/when the initial business combination is completed; rights will expire if the company liquidates without completing a combination.

Context
This filing is from a 10% owner entity (institutional/major holder), not an individual executive. The derivative line reflects subscription rights attached to the purchased units that only convert into fractional shares upon a qualifying business combination — common for SPAC/special-purpose acquisition company structures. The cash purchase is straightforward and does not indicate any immediate sale or option exercise.