XFLH Capital Corp 8-K

What Happened

• XFLH Capital Corporation announced it consummated its initial public offering (IPO) and a concurrent private placement on February 13, 2026. The IPO sold 10,000,000 public units at $10.00 each for gross proceeds of $100,000,000. Each public unit consists of one ordinary share and one right to receive 1/7 of one ordinary share upon an initial business combination.
• At the same time the sponsor, XFLH Holdings Limited, purchased 154,970 private units at $10.00 per unit for gross proceeds of $1,549,700 (which included cancellation of $278,496 of indebtedness). A total of $100,000,000 of the net proceeds from the IPO and the private placement were deposited in a U.S.-based trust account for the benefit of public stockholders, with Continental Stock Transfer & Trust Company serving as trustee. The underwriters have a 45‑day over-allotment option to buy up to 1,500,000 additional units.

Key Details

• IPO date: February 13, 2026; 10,000,000 public units at $10.00 = $100,000,000 gross.
• Private placement: 154,970 units to sponsor for $1,549,700; included $278,496 debt cancellation.
• Trust funding: $100,000,000 of net proceeds deposited in U.S.-based trust; Continental Stock Transfer & Trust Company is trustee.
• Over-Allotment Option: underwriters may purchase up to 1,500,000 additional units within 45 days.

Why It Matters

• The filing confirms XFLH completed its SPAC-style IPO financing and has $100M secured in a trust for the benefit of public stockholders, a central part of preparing to seek an initial business combination.
• The sponsor purchase and the over-allotment option affect potential future float and sponsor ownership; the deposited trust funds are what public investors would typically redeem from if they do not support a future merger.
• An audited balance sheet as of February 13, 2026 reflecting these transactions was included as an exhibit to the 8‑K, providing verified financial confirmation of the offering proceeds.