secwatch / observer
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

item 1.01item 3.02item 5.03item 8.01item 9.01

Machine-readable event card

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XFLH Capital Corp
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2026-02-17T23:59:59+00:00
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JSON Markdown Plain text

Source-grounded claims

e77dd0a4c791a0c69fc28975a2fb930e8a1da85c

XFLH Capital Corp: Adopted Amended and Restated Memorandum and Articles of Association in connection with IPO (effective 2026-02-11).

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.

SEC 8-K Item 5.03/5.05/5.06 confidence 0.9 SEC evidence

352cf0dd723a58a6f06e8eb7400e959f76fc1acf

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).

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.

SEC 8-K Item 1.01/1.02 confidence 0.95 SEC evidence

468cbdf1b46fac82f6b959936660296e9834cd20

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).

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.

SEC 8-K Item 1.01/1.02 confidence 0.95 SEC evidence

4d39e4bb3a9a2cb7f07ef3a52b36c5560dba5efa

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).

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.

SEC 8-K Item 1.01/1.02 confidence 0.95 SEC evidence

9cdb4a2b8532e9cd07574e03f65b889a8bced83f

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).

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.

SEC 8-K Item 1.01/1.02 confidence 0.95 SEC evidence

b470069954e3a9852a444efeb5e8d321b6c577d7

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).

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.

SEC 8-K Item 1.01/1.02 confidence 0.95 SEC evidence

dd68de56ba102d0b6a100941dac3b90cf2f20ba5

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).

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.

SEC 8-K Item 1.01/1.02 confidence 0.95 SEC evidence

f02918c2604c2b678fdcccefc4d3e3c0b7b0c108

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).

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.

SEC 8-K Item 1.01/1.02 confidence 0.95 SEC evidence

f5ab716531f9e43c74478240710e2692be64611c

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).

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.

SEC 8-K Item 1.01/1.02 confidence 0.95 SEC evidence

Comparable filings

DGAC

Disciplined Growth Acquisition Corp. closes $150M IPO on NYSE

DISCIPLINED GROWTH ACQUISITION Corp June 1, 2026, 4:15 PM ET other_material Items 1.01, 3.02, 5.02, 5.03, 8.01, 9.01

same fact type: governance_change, material_agreement same SEC item: 1.01, 3.02, 5.03, 8.01, 9.01 same event type: other_material similar materiality

This 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.

Comparable filing

On May 26, 2026, in connection with the IPO, the Company filed its amended and restated memorandum and articles of association (the “Amended and Restated Memorandum and Articles of Association”) with the Cayman Islands Registrar of Companies, which was effective on May 26, 2026.

Filing page SEC filing

SUJA

Suja Life completes IPO of 8.9M shares at $21/share; closes May 8, 2026

SUJA LIFE, INC. May 8, 2026, 7:59 PM ET other_material Items 1.01, 3.02, 3.03, 5.03, 5.02, 9.01

same fact type: governance_change, material_agreement same SEC item: 1.01, 3.02, 5.03, 9.01 same event type: other_material similar materiality

This 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.

Comparable filing

On May 7, 2026, the Company filed an amended and restated certificate of incorporation (the “Certificate of Incorporation”) with the Secretary of State of the State of Delaware

Filing page SEC filing

CLRB

Cellectar raises ~$35M via stock/warrant offering; reports positive 12-mo Phase 2b WM data

Cellectar Biosciences, Inc. May 8, 2026, 7:59 PM ET other_material Items 1.01, 3.02, 8.01, 9.01

same fact type: material_agreement same SEC item: 1.01, 3.02, 8.01, 9.01 same event type: other_material similar materiality

This 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.

Comparable filing

pursuant to an additional securities purchase agreement with certain members of the executive management team of the Company (the “Management Purchase Agreement”

Filing page SEC filing

XRN

Chiron Real Estate enters $100M preferred equity deal with Maewyn XRN LP

Chiron Real Estate Inc. May 8, 2026, 7:59 PM ET other_material Items 1.01, 3.02, 9.01

same fact type: material_agreement same SEC item: 1.01, 3.02, 9.01 same event type: other_material similar materiality

This 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.

Comparable filing

In connection with the Private Placement, on May 6, 2026, the Company and the Purchasers entered an Investor Rights Agreement.

Filing page SEC filing

AREB

American Rebel exchanges $1.77M preferred & note for ~5.97M common shares to Streeterville

AMERICAN REBEL HOLDINGS INC May 8, 2026, 7:59 PM ET other_material Items 1.01, 3.02, 9.01

same fact type: material_agreement same SEC item: 1.01, 3.02, 9.01 same event type: other_material similar materiality

This 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.

Comparable filing

Streeterville Series E Preferred Exchange Agreements On April 30, 2026, the Company entered into three Exchange Agreements (the “Exchanges”) with Streeterville.

Filing page SEC filing

ADT

Apollo sells all 102M ADT shares; ADT repurchases 29.1M shares in $1.5B plan

ADT Inc. May 8, 2026, 7:59 PM ET other_material Items 5.02, 5.03, 8.01, 9.01

same fact type: governance_change same SEC item: 5.03, 8.01, 9.01 same event type: other_material similar materiality

This 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.

Comparable filing

On May 8, 2026, the Board approved an amendment and restatement of the Company’s Amended and Restated Bylaws, dated as of September 15, 2023 (as amended, the “ Bylaws ”), to remove references related to Apollo and the Amended and Restated Stockholders Agreement, dated December 14, 2018, between the Company, Prime Security Services TopCo Parent, L.P., and the Co-Investors.

Filing page SEC filing

NKTR

Nektar enters $150M ATM equity agreement; appoints Linda Rubinstein as interim CFO

NEKTAR THERAPEUTICS May 8, 2026, 7:59 PM ET other_material Items 1.01, 5.02, 9.01

same fact type: material_agreement same SEC item: 1.01, 9.01 same event type: other_material similar materiality

This 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.

Comparable filing

On May 8, 2026, Nektar Therapeutics (the “Company”) entered into an Equity Distribution Agreement (the “Agreement”) with Guggenheim Securities, LLC (“Guggenheim Securities”) and H.C. Wainwright & Co., LLC (“Wainwright”), pursuant to which the Company may offer and sell, from time to time in its sole discretion, shares of its common stock, par value $0.0001 per share (the “Common Stock”) having an aggregate offering price of up to $150,000,000 (the “Shares”), through Guggenheim Securities and Wainwright as its sales agents.

Filing page SEC filing

HOVR

New Horizon Aircraft raises ~$20M in registered direct offering of 9.25M shares at $2.15

New Horizon Aircraft Ltd. May 8, 2026, 7:59 PM ET other_material Items 1.01, 7.01, 9.01

same fact type: material_agreement same SEC item: 1.01, 9.01 same event type: other_material similar materiality

This 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.

Comparable filing

On May 6, 2026, New Horizon Aircraft Ltd. (the “Company”) entered into Securities Purchase Agreements (the “Purchase Agreements”) with certain institutional investors, pursuant to which the Company agreed to sell and issue, in a registered direct offering (the “Offering”) an aggregate of 9,254,889 our Class A ordinary shares, without par value (the “Shares", and each Class A ordinary share with no par value in the authorized share structure of the Company, a “Common Share”). The offering price per Share is $2.15, for aggregate gross proceeds to the Company from the Offering of approximately $19.9 million

Filing page SEC filing

Source: SEC EDGAR
accession 0001185185-26-000577
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