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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
September
18, 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 (1/7th) 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 1.01 Entry into a Material Definitive
Agreement.
On September 18, 2026, XFLH Capital Corporation
(the “Company”) entered into a letter of intent (the “Letter of Intent”) with Renogen Biolab Inc., a Canadian
corporation and a health service provider that offers and provides several core molecular capabilities including DNA services, vector
engineering, and protein expression (“Renogen Biolab”), for a proposed business combination (the “Proposed Business
Combination”).
Pursuant to the Letter of Intent, the parties
have agreed to use their reasonable best efforts to act in good faith to negotiate the definitive agreements embodying the Proposed Business
Combination as soon as possible (“Definitive Agreements”), with the intent that the execution of such Definitive Agreements
as soon as practicable hereafter. Both parties would also proceed with providing the other party and its representatives with reasonable
access to information for the purpose of conducting a due diligence inquiry.
Item 8.01 Other Events.
On September 22, 2026, the Company issued a press
release announcing the signing of the Letter of Intent for the Proposed Business Combination with Renogen Biolab. The press release, which
is furnished in this report as Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities
Exchange Act of 1934 or otherwise subject to the liabilities of that section.
Forward Looking Statements
This Current Report on Form 8-K contains forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act
of 1934, as amended, that involve risks, uncertainties, and assumptions that are difficult to predict. All statements other than statements
of historical fact contained in this Current Report on Form 8-K, including statements regarding the proposed business combination, the
negotiation of a definitive agreement, future events, our future financial performance, business strategy, and plans and objectives of
management for future operations, are forward-looking statements. The Company has attempted to identify forward-looking statements by
terminology including “anticipates,” “believes,” “can,” “continue,” “could,”
“estimates,” “expects,” “intends,” “may,” “plans,” “potential,”
“predicts,” or “should,” or the negative of these terms or other comparable terminology. The forward-looking statements
made herein are based on the Company’s current expectations. Actual results could differ materially from those described or implied
by such forward-looking statements as a result of various important factors, including, without limitation, the ability of the parties
to enter into a definitive agreement and satisfy the closing conditions, its limited operating history, competitive factors in the Company’s
and Renogen Biolab’s industry and market, and other general economic conditions. The forward-looking statements made herein are
based on the Company’s current expectations, assumptions, and projections, which could be incorrect. The forward-looking statements
made herein speak only as of the date of this Current Report on Form 8-K and the Company undertakes no obligation to update publicly such
forward-looking statements to reflect subsequent events or circumstances, except as otherwise required by law.
Additional Information and Where to Find It
If the Definitive Agreement is entered into in
connection with the proposed Transaction, the Company will prepare a proxy statement (the “Proxy Statement”) to be filed with
the United States Securities and Exchange Commission (the “SEC”) and mailed to its stockholders. The Company urges its investors
and other interested persons to read, when available, the Proxy Statement, as well as other documents filed with the SEC, because these
documents will contain important information about the proposed Transaction. The Proxy Statement, once available, can be obtained, without
charge, at the SEC’s website (http://www.sec.gov).
No Offer or Solicitation
This Current Report on Form 8-K shall not constitute
a solicitation of a proxy, consent or authorization with respect to any securities or in respect of any business combination. This Current
Report on Form 8-K shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be
any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus
meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Participants in the Solicitation
The Company and certain of its respective
directors and executive officers may be deemed to be participants in the solicitation of proxies from XFLH Capital Corporation’s stockholders, in
favor of the approval of the proposed Transaction related matters. Information regarding the Company’s directors and executive
officers is contained in the section of the Company’s Form S-1 titled “Management”, which went effective with the
SEC on January 30, 2026. Additional information regarding the interests of those participants and other persons who may be deemed
participants in the Transaction may be obtained by reading the Proxy Statement and other relevant documents filed with the SEC when
they become available.
Item 9.01 Financial Statement and 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: September 22, 2026 |
By: |
/s/ Yanzhe Yang |
| |
Name: |
Yanzhe Yang |
| |
Title: |
Chief Executive Officer |
3
Exhibit 99.1
XFLH Capital Corporation Announces the Signing of a Letter of Intent
with Renogen Biolab Inc.
NEW YORK, Sept. 22, 2026 (GLOBE NEWSWIRE) -- XFLH Capital Corporation,
a publicly traded special purpose acquisition company (the “Company”), today announced the signing of a non-binding letter-of-intent
(“Letter of Intent”) for a business combination with Renogen Biolab Inc., a Canadian corporation and a health service provider
that offers and provides several core molecular capabilities including DNA services, vector engineering, and protein expression.
Pursuant to the Letter of Intent, the parties have agreed to use their
reasonable best efforts to act in good faith to negotiate the definitive agreements embodying the Proposed Business Combination as soon
as possible (“Definitive Agreements”), with the intent that the execution of such Definitive Agreements as soon as practicable
hereafter. Both parties would also proceed with providing the other party and its representatives with reasonable access to information
for the purpose of conducting a due diligence inquiry.
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
