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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
February 11, 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
January 30, 2026, the registration statement on Form S-1 (File No. 333-290588), initially filed by XFLH Capital Corporation, a Cayman
Islands exempted company (the “Company”), with the U.S. Securities and Exchange Commission (the “Commission”)
on September 29, 2025, as amended (the “Registration Statement”), relating to the initial public offering of the Company
(the “IPO”) was declared effective by the Commission.
On
February 13, 2026 , the Company consummated the IPO of 10,000,000 units (the “Units”). Each Unit consists of one ordinary
share of the Company, par value $0.0001 per share (the “Ordinary Shares”), and one right to receive one-seventh (1/7th) of
one Ordinary Share upon the consummation of the Company’s initial business combination. The Units were sold at a price of $10.00
per Unit, generating gross proceeds to the Company of $100,000,000. The Company has also granted the underwriters in the IPO (the “Underwriters”)
a 45-day option to purchase up to 1,500,000 additional Units to cover over-allotments, if any.
In
connection with the IPO, the Company amended and restated its memorandum and articles of association and entered into the following agreements,
forms of which were previously filed as exhibits to the Registration Statement:
| ● | 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. |
| ● | 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. |
| ● | 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. |
| ● | 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. |
| ● | 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. |
| ● | 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. |
| ● | 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. |
| ● | 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. |
The
material terms and conditions of the Amended and Restated Memorandum and Articles of Association and the above agreements of the Company
are fully described in the Registration Statement as filed with the Securities and Exchange Commission.
Item 3.02. Unregistered Sales of Equity Securities.
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”). Prior to the closing of the IPO, the principal amount of $278,496 that the Sponsor had
previously loaned to the Company pursuant to that certain promissory note dated as of August 29, 2025 (previously filed as Exhibit 10.1
to the Registration Statement) remained outstanding. In connection with the completion of the IPO, the Sponsor instructed the Company
to offset repayment of an amount of $278,496 outstanding under such note against a corresponding portion of the purchase price for the
Sponsor Private Placement Units. The Private Placement resulted in gross proceeds to the Company of $1,549,700, including cancellation
of $278,496 of indebtedness.
The
Sponsor Private Placement Units are identical to the Units sold in the IPO, except that the Sponsor has agreed not to transfer, assign
or sell any of the Sponsor Private Placement Units (except to certain permitted transferees) until after the completion of the Company’s
initial business combination. No underwriting discounts or commissions, or other discounts or commissions, were paid with respect to
the Private Placement. The Private Placement was conducted as a non-public transaction and, as a transaction by an issuer not involving
a public offering, is exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance
upon Section 4(a)(2) of the Securities Act.
Item 5.03. Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year.
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. The terms of the Amended Charter are set forth in the Registration Statement
and are incorporated herein by reference. A copy of the Amended Charter is attached as Exhibit 3.1 hereto and is incorporated by reference
herein.
Item 8.01. Other Events.
As
of February 13, 2026, a total of $100,000,000, comprised of proceeds from the IPO and the sale of the Sponsor Private Placement Units,
was placed in a U.S.-based trust account at Continental Stock Transfer & Trust Company, as trustee. Except with respect to interest
earned on the funds held in the trust account that may be released to the Company to pay its income taxes, if any, the funds held in
the trust account will not be released from the trust account until the earliest of: (1) the completion of the Company’s initial
business combination; (2) the redemption of any public shares properly submitted in connection with a shareholder vote to amend the Amended
Charter (A) to modify the substance or timing of the Company’s obligation to allow redemptions in connection with its initial business
combination or to redeem 100% of its public shares if the Company does not complete its initial business combination within fifteen (15)
months from the closing of the IPO, or (B) with respect to any other provision relating to shareholders’ rights or pre-initial
business combination activity; and (3) the redemption of all of the Company’s public shares if it has not completed its initial
business combination within fifteen (15) months from the closing of the IPO.
On
February 11, 2026, the Company issued a press release announcing the pricing of the IPO, a copy of which is attached as Exhibit 99.1
to this Current Report on Form 8-K.
On
February 13, 2026, the Company issued a press release announcing the closing of the IPO, a copy of which is attached as Exhibit 99.2
to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
EXHIBIT
INDEX
| Exhibit
No. |
|
Description |
| 1.1 |
|
Underwriting Agreement, dated February 11, 2026, by and between the Company and Maxim Group, LLC as representative of the underwriters |
| |
|
|
| 3.1 |
|
Amended and Restated Memorandum and Articles of Association, dated as of February 11, 2026 |
| |
|
|
| 4.1 |
|
Rights Agreement between Continental Stock Transfer & Trust Company and the Company, dated as of February 11, 2026 |
| |
|
|
| 10.1 |
|
Letter Agreement among the Company and its officers, directors and XFLH Holdings Limited, dated as of February 11, 2026 |
| |
|
|
| 10.2 |
|
Investment Management Trust Agreement among the Company and Continental Stock Transfer & Trust Company, dated as of February 11, 2026 |
| |
|
|
| 10.3 |
|
Registration Rights Agreement between the Company and certain security holders dated as of February 11, 2026 |
| |
|
|
| 10.4 |
|
Private Placement Units Purchase Agreement dated as of February 11, 2026 between the Company and XFLH Holdings Limited |
| |
|
|
| 10.5 |
|
Indemnity Agreement dated as of February 11, 2026 between the Company, its officers and directors |
| |
|
|
| 10.6 |
|
Administrative Support Agreement dated as of February 11, 2026 by and between the Company and XFLH Holdings Limited |
| |
|
|
| 99.1 |
|
Press Release, dated February 11, 2026 |
| |
|
|
| 99.2 |
|
Press Release, dated February 13, 2026 |
| |
|
|
| 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:
February 17, 2026 |
By: |
/s/
Yanzhe Yang |
| |
Name:
|
Yanzhe
Yang |
| |
Title:
|
Chief
Executive Officer |
Exhibit 99.1
XFLH
CAPITAL CORPORATION ANNOUNCES PRICING OF $100 MILLION INITIAL PUBLIC OFFERING
New
York, Feb. 11, 2026 (GLOBE NEWSWIRE) – XFLH Capital Corporation, a Cayman Islands exempt company (the “Company”) announced
today that it priced its initial public offering of 10,000,000 units at an offering price of $10.00 per unit.
The
Company’s units are expected to be listed on the New York Stock Exchange (“NYSE”) and trade under the ticker symbol
“XFLHU” beginning on February 12, 2026. Each unit consists of one ordinary share, par value $0.0001 per share, and one right
to receive one-seventh (1/7) of an ordinary share upon the consummation of an initial business combination. Once the securities comprising
the units begin separate trading, the shares and rights are expected to be listed on NYSE under the symbols “XFLH”, and “XFLHR”,
respectively.
Maxim
Group LLC is acting as the sole book-running manager for the offering. The offering is expected to close on February 13, 2026, subject
to customary closing conditions.
About
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.
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. The offering is being made only by means of a prospectus, copies of which may be obtained
by contacting Maxim Group LLC, at 300 Park Avenue, 16th Floor, New York, NY 10022, Attention: Syndicate Department, or by telephone at
(212) 895-3745 or by email at syndicate@maximgrp.com. .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 a solicitation of an offer to buy, nor shall there be any sale of these securities
in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under
the securities laws of any such state or jurisdiction.
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 the successful consummation of the Company’s initial public
offering, are subject to risks and uncertainties, which could cause actual results to differ from the forward-looking statements. 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
Exhibit 99.2
XFLH
CAPITAL CORPORATION ANNOUNCES CLOSING OF $100 MILLION INITIAL PUBLIC OFFERING
New
York, New York, Feb. 13, 2026 (GLOBE NEWSWIRE) – XFLH Capital Corporation, a Cayman Islands exempt company (the “Company”)
announced today the closing of its initial public offering of 10,000,000 units at $10.00 each.
The
Company’s units are listed on the New York Stock Exchange (“NYSE”) and began trading under the ticker symbol “XFLHU”
beginning February 12, 2026. Each unit has an offering price of $10.00 and consists of one ordinary share and one right to receive one-seventh
(1/7) of an ordinary share upon the consummation of an initial business combination. Once the securities comprising the units begin separate
trading, the shares and rights are expected to be listed on NYSE under the symbols “XFLH”, and “XFLHR”, respectively.
The
Company has granted the underwriter a 45-day option to purchase up 1,500,000 additional units at the initial public offering price less
the underwriting discount to cover over-allotments, if any.
Maxim
Group LLC, acted as the sole book-running manager for the offering. Becker & Poliakoff, P.A. acted as counsel to the Company and
Robinson & Cole LLP acted as counsel to Maxim Group LLC.
About
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.
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. The offering is being made only by means of a prospectus, copies of which may be obtained
by contacting Maxim Group LLC, at 300 Park Avenue, 16th Floor, New York, NY 10022, Attention: Syndicate Department, or by telephone at
(212) 895-3745 or by email at syndicate@maximgrp.com. .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 a solicitation of an offer to buy, nor shall there be any sale of these securities
in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under
the securities laws of any such state or jurisdiction.
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 the successful consummation of the Company’s initial public
offering, are subject to risks and uncertainties, which could cause actual results to differ from the forward-looking statements. 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.
For
further information, please contact:
Yanzhe Yang | Chief Executive Officer
Phone: (551) 358-2652
Email: yanzheyang@xflh.online
