XFLH Capital (NYSE: XFLHU) splits IPO units into shares and rights

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

XFLH Capital Corporation reported that investors who bought its 10,000,000 units in the initial public offering can start trading the components separately. Beginning March 9, 2026, each unit’s ordinary share and right may trade on the NYSE under the symbols XFLH and XFLHR, while intact units remain under XFLHU.

Each unit consists of one ordinary share and one right to receive one-seventh of a share upon completion of the company’s first business combination. Holders must ask their brokers to work with Continental Stock Transfer & Trust Company to split units into separate shares and rights.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

03/04/2026 - 08:30 AM

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

March 4, 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	New York Stock Exchange
Ordinary Shares, $0.0001 par value	XFLH	New York Stock Exchange
Rights to receive one-seventh (1/7^th ) 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 Wednesday, March 4, 2026, XFLH Capital Corporation (the “Company”) announced that holders of the units sold in the Company’s initial public offering (the “Units”) may elect to separately trade the ordinary shares, par value $0.0001 per share (the “Ordinary Shares”) and rights (the “Rights”) included in the Units, with such trading to commence on March 9, 2026.

The Ordinary Shares and Rights that are separated will begin separate trading on the New York Stock Exchange (“NYSE”) under the symbols “XFLH” and “XFLHR,” respectively. Units not separated will continue to trade on NYSE under the symbol “XFLHU.” Holders of units will need to have their brokers contact the Company’s transfer agent, Continental Stock Transfer & Trust Company, in order to separate the holders’ Units into Ordinary Shares and Rights.

On Wednesday, March 4, 2026, the Company issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing the separate trading of the Ordinary Shares and Rights underlying the Units.

Item 9.01

Financial Statement and Exhibits.

(d)

Exhibits

EXHIBIT INDEX

Exhibit No.		Description
99.1		Press 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: March 4, 2026	By:	/s/ Yanzhe Yang
	Name:	Yanzhe Yang
	Title:	Chief Executive Officer

Exhibit 99.1

XFLH Capital Corporation Announces the Separate Trading of its Ordinary Shares and Rights

NEW YORK, March 04, 2026 (GLOBE NEWSWIRE) -- XFLH Capital Corporation (NYSE: XFLHU) (the "Company") announced today that, commencing Monday, March 9, 2026, holders of the units sold in the Company’s initial public offering of 10,000,000 units (“Units”) may commence separate trading of the underlying component securities. Each Unit consists of one ordinary share, par value $0.0001 per ordinary share (“Share”), and one right to receive one-seventh (1/7^th) of one Share upon the consummation of the Company’s initial business combination (“Right”). Those units not separated will continue to trade on the New York Stock Exchange (“NYSE”) under the symbol “XFLHU.”

The Shares and the Rights that are separated will trade on NYSE under the symbols “XFLH” and “XFLHR” respectively. Holders of units will need to have their securities brokers contact Continental Stock Transfer & Trust Company at 1 State Street, 30^th Floor, New York, New York 10004, the Company’s transfer agent, in order to separate the Units into Shares and Rights.

A registration statement on Form S-1 relating to these securities (Sec File Number 333-290588) was declared effective by the Securities and Exchange Commission on January 30, 2026. Copies of the registration statement can be accessed through the SEC's website at www.sec.gov. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any State or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such State or jurisdiction.

XFLH Capital Corporation

XFLH Capital Corporation is a blank check company formed under the laws of the Cayman Islands for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

Forward Looking Statements

This press release includes forward-looking statements that involve risks and uncertainties. Forward looking statements are statements that are not historical facts. Such forward-looking statements, including those with respect to the Company’s search for an initial business combination, are subject to risks and uncertainties, which could cause actual results to differ from the forward-looking statements, including those set forth in the Risk Factors section of the Company’s registration statement and final prospectus for the Company’s initial public offering filed with the SEC. The Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company's expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based, except as required by law.

For further information, please contact:

Yanzhe Yang | Chief Executive Officer
Phone: (551) 358-2652
Email: yanzheyang@xflh.online

Source: View Original Filing on SEC EDGAR

FAQ

What did XFLH Capital Corporation (XFLH) announce in this 8-K?

XFLH Capital Corporation announced that holders of its IPO units can begin separately trading the underlying ordinary shares and rights on March 9, 2026, giving investors flexibility to trade each component security on the New York Stock Exchange.

When does separate trading of XFLH Capital’s IPO units begin?

Separate trading of XFLH Capital’s IPO unit components starts March 9, 2026. From that date, investors may trade the ordinary shares and rights independently on the NYSE, while any units not split will continue trading as whole units under the existing symbol.

What does each XFLH Capital IPO unit consist of?

Each XFLH Capital IPO unit consists of one ordinary share and one right. Each right entitles the holder to receive one-seventh of one ordinary share when the company completes its initial business combination, a typical structure for a blank check, or SPAC, vehicle.

Which NYSE tickers will XFLH Capital securities trade under?

Unseparated units will trade on the NYSE under the symbol XFLHU. Once separated, the ordinary shares trade under XFLH and the rights trade under XFLHR, allowing investors to independently buy or sell shares and rights according to their preferences.

How can XFLH Capital unit holders separate their shares and rights?

Unit holders must contact their securities brokers, who then coordinate with Continental Stock Transfer & Trust Company. The transfer agent processes the separation so that the underlying ordinary shares and rights become individually tradeable securities on the New York Stock Exchange.

How many XFLH Capital units were sold in the IPO?

XFLH Capital’s initial public offering comprised 10,000,000 units, each containing one ordinary share and one right. The new separate trading authorization applies to these units, enabling investors to trade the underlying components individually after the commencement date.

Filing Exhibits & Attachments

5 documents

Press Releases

EX-99.1 EXHIBIT 99.1 5.5 KB