--- schema_version: "secwatch.filing_event.v1" accession: "0001185185-26-000577" form_type: "8-K" ticker: "XFLH" cik: "0002088103" company_name: "XFLH Capital Corp" filed_at: "2026-02-17T23:59:59+00:00" generated_at: "2026-05-16T02:35:57.290820+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.85 calibrated_materiality_score: 0.85 confidence: "high" source: SEC EDGAR --- # XFLH Capital closes $100M IPO and $1.55M sponsor private placement ## Summary - 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. ## SEC filing metadata - accession: 0001185185-26-000577 - form_type: 8-K - ticker: XFLH - cik: 0002088103 - company_name: XFLH Capital Corp - filed_at: 2026-02-17T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.85 - calibrated_materiality_score: 0.85 - confidence: high - sec_items: 1.01, 3.02, 5.03, 8.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/2088103/000118518526000577/0001185185-26-000577-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/2088103/000118518526000577/xflh8k021326.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001185185-26-000577 - JSON: https://secwatch.observer/filing/0001185185-26-000577.json - Plain text: https://secwatch.observer/filing/0001185185-26-000577.txt ## Source-grounded claims - claim_id: e77dd0a4c791a0c69fc28975a2fb930e8a1da85c claim: XFLH Capital Corp: Adopted Amended and Restated Memorandum and Articles of Association in connection with IPO (effective 2026-02-11). evidence_excerpt: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/2088103/000118518526000577/0001185185-26-000577-index.htm - claim_id: 352cf0dd723a58a6f06e8eb7400e959f76fc1acf claim: 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). evidence_excerpt: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/2088103/000118518526000577/0001185185-26-000577-index.htm - claim_id: 468cbdf1b46fac82f6b959936660296e9834cd20 claim: 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). evidence_excerpt: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/2088103/000118518526000577/0001185185-26-000577-index.htm - claim_id: 4d39e4bb3a9a2cb7f07ef3a52b36c5560dba5efa claim: 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). evidence_excerpt: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/2088103/000118518526000577/0001185185-26-000577-index.htm - claim_id: 9cdb4a2b8532e9cd07574e03f65b889a8bced83f claim: 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). evidence_excerpt: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/2088103/000118518526000577/0001185185-26-000577-index.htm - claim_id: b470069954e3a9852a444efeb5e8d321b6c577d7 claim: 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). evidence_excerpt: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/2088103/000118518526000577/0001185185-26-000577-index.htm - claim_id: dd68de56ba102d0b6a100941dac3b90cf2f20ba5 claim: 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). evidence_excerpt: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/2088103/000118518526000577/0001185185-26-000577-index.htm - claim_id: f02918c2604c2b678fdcccefc4d3e3c0b7b0c108 claim: 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). evidence_excerpt: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/2088103/000118518526000577/0001185185-26-000577-index.htm - claim_id: f5ab716531f9e43c74478240710e2692be64611c claim: 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). evidence_excerpt: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/2088103/000118518526000577/0001185185-26-000577-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.