8-K
filed February 17, 2026, 6:59 PM ET
ticker XFLH
CIK 0002088103
other material
confidence high
sentiment neutral
materiality 0.85
XFLH Capital closes $100M IPO and $1.55M sponsor private placement
XFLH Capital Corp
- IPO of 10,000,000 units at $10.00 each closed Feb 13, 2026; total gross proceeds $100,000,000.
- Sponsor purchased 154,970 private placement units at $10; $278,496 promissory note offset included in $1.55M gross proceeds.
- Proceeds of $100,000,000 placed in trust account; must complete initial business combination within 15 months (by May 2027).
- Underwriters have 45-day option to purchase up to 1,500,000 additional units to cover over-allotments.
Key facts
Extracted from this filing and checked against the source text.
Equity Issuances
SEC 8-K Item 3.02/3.03
confidence 0.9
XFLH Capital Corp issued 154,970 placement units of unit to Sponsor for $10.00 per unit.
- Security
- unit
- Shares
- 154,970 placement units
- Purchaser
- Sponsor
- Consideration
- $10.00 per unit
Exact text from the filing
Simultaneously with the closing of the IPO, pursuant to the Private Placement Units Purchase Agreement, the Company completed the private sale to the Sponsor of an aggregate of 154,970 placement units (the “Sponsor Private Placement Units”) at a purchase price of $10.00 per unit (the “Private Placement”).
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
XFLH Capital Corp: Adopted Amended and Restated Memorandum and Articles of Association in connection with IPO (effective 2026-02-11).
- Change
- charter amendment
- Effective
- 2026-02-11
Exact text from the filing
On February 11, 2026, in connection with the IPO, the Company adopted its Amended and Restated Memorandum and Articles of Association (the “Amended Charter”), effective the same day.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.95
XFLH Capital Corp entered into Administrative Support Agreement with XFLH Holdings Limited valued at Administrative Support Agreement dated February 11, 2026, between the Company and the Sponsor (effective 2026-02-11).
- Action
- entry
- Counterparty
- XFLH Holdings Limited
- Value
- Administrative Support Agreement dated February 11, 2026, between the Company and the Sponsor
- Effective
- 2026-02-11
Exact text from the filing
An Administrative Support Agreement dated February 11, 2026, by and between the Company and the Sponsor, a copy of which is attached as Exhibit 10.6 hereto and incorporated herein by reference.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.95
XFLH Capital Corp entered into Indemnity Agreement with its officers and directors valued at Indemnity Agreement, dated as of February 11, 2026, between the Company and its officers and directo (effective 2026-02-11).
- Action
- entry
- Counterparty
- its officers and directors
- Value
- Indemnity Agreement, dated as of February 11, 2026, between the Company and its officers and directo
- Effective
- 2026-02-11
Exact text from the filing
An Indemnity Agreement, dated as of February 11, 2026, by and between the Company and its officers and directors, a copy of which is attached as Exhibit 10.5 hereto and incorporated herein by reference.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.95
XFLH Capital Corp entered into Registration Rights Agreement with certain security holders valued at Registration Rights Agreement dated February 11, 2026, between the Company and certain security hold (effective 2026-02-11).
- Action
- entry
- Counterparty
- certain security holders
- Value
- Registration Rights Agreement dated February 11, 2026, between the Company and certain security hold
- Effective
- 2026-02-11
Exact text from the filing
A Registration Rights Agreement dated February 11, 2026, by and between the Company and certain security holders, a copy of which is attached as Exhibit 10.3 hereto and incorporated herein by reference.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.95
XFLH Capital Corp entered into Investment Management Trust Agreement with Continental Stock Transfer & Trust Company valued at Investment Management Trust Agreement dated February 11, 2026, between the Company and Continental S (effective 2026-02-11).
- Action
- entry
- Counterparty
- Continental Stock Transfer & Trust Company
- Value
- Investment Management Trust Agreement dated February 11, 2026, between the Company and Continental S
- Effective
- 2026-02-11
Exact text from the filing
An Investment Management Trust Agreement dated February 11, 2026, by and between the Company and Continental Stock Transfer & Trust Company, a copy of which is attached as Exhibit 10.2 hereto and incorporated herein by reference.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.95
XFLH Capital Corp entered into Private Placement Unit Purchase Agreement with XFLH Holdings Limited valued at Private Placement Unit Purchase Agreement dated February 11, 2026, between the Company and the Spons (effective 2026-02-11).
- Action
- entry
- Agreement
- equity purchase
- Counterparty
- XFLH Holdings Limited
- Value
- Private Placement Unit Purchase Agreement dated February 11, 2026, between the Company and the Spons
- Effective
- 2026-02-11
Exact text from the filing
A Private Placement Unit Purchase Agreement dated February 11, 2026, by and between the Company and the Sponsor (the "Unit Purchase Agreement"), a copy of which is attached as Exhibit 10.4 hereto and incorporated herein by reference.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.95
XFLH Capital Corp entered into Letter Agreement with XFLH Holdings Limited valued at Letter Agreement dated February 11, 2026, among the Company, its officers, directors and the Sponsor (effective 2026-02-11).
- Action
- entry
- Counterparty
- XFLH Holdings Limited
- Value
- Letter Agreement dated February 11, 2026, among the Company, its officers, directors and the Sponsor
- Effective
- 2026-02-11
Exact text from the filing
A Letter Agreement dated February 11, 2026 (the "Letter Agreement"), by and among the Company, its officers, directors and the Company's sponsor, XFLH Holdings Limited (the "Sponsor"), a copy of which is attached as Exhibit 10.1 hereto and incorporated herein by reference.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.95
XFLH Capital Corp entered into Rights Agreement with Continental Stock Transfer & Trust Company valued at Rights Agreement dated February 11, 2026, between the Company and Continental Stock Transfer & Trust (effective 2026-02-11).
- Action
- entry
- Counterparty
- Continental Stock Transfer & Trust Company
- Value
- Rights Agreement dated February 11, 2026, between the Company and Continental Stock Transfer & Trust
- Effective
- 2026-02-11
Exact text from the filing
A Rights Agreement dated February 11, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as rights agent, a copy of which is attached as Exhibit 4.1 hereto and incorporated herein by reference.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.95
XFLH Capital Corp entered into Underwriting Agreement with Maxim Group, LLC valued at Underwriting Agreement dated February 11, 2026, between the Company and Maxim Group, LLC (effective 2026-02-11).
- Action
- entry
- Agreement
- underwriting
- Counterparty
- Maxim Group, LLC
- Value
- Underwriting Agreement dated February 11, 2026, between the Company and Maxim Group, LLC
- Effective
- 2026-02-11
Exact text from the filing
An Underwriting Agreement dated February 11, 2026, by and between the Company and Maxim Group, LLC, as representative of the underwriters (the "Representative"), a copy of which is attached as Exhibit 1.1 hereto and incorporated herein by reference.
View on SEC.gov
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