UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

~~February~~March 134, 2026

Date of Report (Date of earliest event reported)

XFLH Capital Corporation

(Exact Name of Registrant as Specified in Charter)

Cayman Islands		001-43120		N/A
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

8 The Green #6565
Dover, DE, 19901

(Address of Principal Executive Offices, and Zip Code)

(551) 358-2652

Registrant’s Telephone Number, Including Area Code

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Ordinary Share, $0.0001 par value, and one right	XFLHU	~~The~~ New York Stock Exchange
Ordinary Shares, $0.0001 par value	XFLH	~~The~~ New York Stock Exchange
Rights to receive one-seventh (1/7th) of one Ordinary Share	XFLHR	The New York Stock Exchange
Rights to receive one-seventh (1/7th ) of one Ordinary Share	XFLHR	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01.

Other Events.

On ~~February~~Wednesday, 13March 4, 2026, XFLH Capital Corporation (the “Company”) ~~consummated~~announced ~~its~~that ~~initial~~holders ~~public offering (“IPO”)~~ of ~~10,000,000~~the units sold in the Company’s initial public offering (the “~~Public~~ Units”)~~. Each~~ ~~Public~~may ~~Unit~~elect ~~consists~~to ofseparately ~~one~~trade ~~ordinary share of~~ the ~~Company~~ordinary shares, par value US$0.0001 per share (the “Ordinary ~~Share~~Shares”) and ~~one right~~rights ~~to receive one-seventh~~ (~~1/7th) of one Ordinary Share upon~~ the ~~consummation of an initial business combination (~~“~~Right~~Rights”)~~. The~~ ~~Public~~included ~~Units~~in ~~were~~the ~~sold~~Units, atwith ansuch ~~offering~~trading ~~price~~to ofcommence ~~$10.00~~on ~~per~~March ~~Public Unit~~9, ~~generating gross proceeds of $100,000,000~~2026.

~~Simultaneously~~The ~~with~~Ordinary ~~the~~Shares ~~closing~~and ofRights that ~~the~~are ~~IPO~~separated ~~on February~~will ~~13,~~begin ~~2026,~~separate ~~the~~trading ~~Company~~on ~~consummated~~ the ~~private~~New ~~placement~~York Stock Exchange (“~~Private Placement~~NYSE”) ~~with~~under ~~XFLH~~the ~~Holdings~~symbols ~~Limited, its Sponsor,~~“XFLH” ofand ~~154~~“XFLHR,~~970~~” ~~units~~respectively. ~~(the “Private~~ Units”) atnot aseparated ~~price~~will ofcontinue ~~$10.00~~to ~~per~~trade ~~Private~~on ~~Unit,~~NYSE ~~generating~~under ~~total~~the ~~gross~~symbol ~~proceeds~~“XFLHU.” ~~of $1,549,700,~~Holders ~~including cancellation~~ of ~~$278,496~~units ofwill ~~indebtedness.~~need Ato ~~total~~have oftheir ~~$100,000,000~~brokers ofcontact the ~~net~~Company’s ~~proceeds~~transfer ~~from~~agent, ~~the~~Continental ~~IPO~~Stock ~~and~~Transfer ~~the~~& ~~Private~~Trust ~~Placement were~~Company, ~~deposited~~ in order ato ~~U.S.-based~~separate ~~trust account established for~~ the ~~benefit of the Company~~holders’s ~~public~~Units ~~stockholders,~~into ~~with~~Ordinary ~~Continental Stock~~Shares ~~Transfer~~and ~~& Trust Company acting as trustee~~Rights.

InOn ~~connection~~Wednesday, ~~with~~March ~~the IPO~~4, 2026, the ~~underwriters~~Company ~~were granted~~issued a ~~45-day~~press ~~option~~release, ~~(the~~a ~~“Over-Allotment~~copy ~~Option”)~~of towhich ~~purchase~~is upattached toas Exhibit 99.1~~,500,000~~ ~~additional~~to ~~units~~this toCurrent ~~cover~~Report ~~over~~on Form 8-~~allotments~~K, announcing the separate (trading of the ~~“Option~~Ordinary ~~Units”),~~Shares ifand ~~any~~Rights underlying the Units.

AnItem ~~audited~~9.01 ~~balance~~Financial ~~sheet~~Statement ~~as of February 13, 2026 reflecting the receipt of the proceeds from the IPO~~ and ~~the Private Placement has been issued by the Company and is included as Exhibit 99~~Exhibits.~~1 to this Current Report on Form 8-K.~~

Item 9.01 Financial Statements and Exhibits.

(d)

Exhibits

EXHIBIT INDEX

Exhibit No.		Description
99.1		~~Audited~~Press ~~balance sheet, dated February 13, 2026~~Release
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

	XFLH Capital Corporation
Dated: February 20, 2026	By:	/s/ Yanzhe Yang
Dated: March 4, 2026	By:	/s/ Yanzhe Yang
	Name:	Yanzhe Yang
	Title:	Chief Executive Officer

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