XFLH Holdings ups stake in XFLH Capital Corp (XFLH) with share, right buys

Rhea-AI Filing Summary

XFLH Holdings Ltd, a 10% owner of XFLH Capital Corp, reported open-market purchases on February 13, 2026. It acquired 154,970 ordinary shares at a price of $10 per share and 154,970 rights to receive ordinary shares.

Each right gives the holder one-seventh of an ordinary share upon completion of XFLH Capital Corp’s initial business combination and will expire if no business combination is completed within the required time period. Following the transaction, XFLH Holdings Ltd directly owns 3,818,303 ordinary shares and 154,970 rights.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

XFLH Holdings Ltd

(Last) (First) (Middle)

8 THE GREEN #65651

(Street)

DOVER DE 19901

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
XFLH Capital Corp [ XFLH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/13/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Ordinary shares, $0.0001 par value	02/13/2026		P		154,970(1)	A	$10	3,818,303	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Rights to receive ordinary shares	$0	02/13/2026		P		154,970		(2)	(3)	Ordinary Shares	22,139	(1)	154,970	D

Explanation of Responses:

1. The reporting person acquired 154,970 units, at a purchase price of $10 per unit, each unit consisting of one ordinary share, and one right to receive one-seventh (1/7th) of one ordinary share.

2. Each holder of a right will receive one-seventh (1/7) of an ordinary share upon consummation of the registrant's initial business combination.

3. The rights will expire upon liquidation if the registrant is unable to complete an initial business combination within the required time period as described in the registrant's prospectus filed with the SEC.

	XFLH Holdings Limited By: /s/ Yi Liu, Director	02/17/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What did XFLH Holdings Ltd buy in the latest Form 4 for XFLH?

XFLH Holdings Ltd bought 154,970 ordinary shares and 154,970 rights to receive ordinary shares. The purchases were reported as open-market transactions, reflecting additional direct ownership in XFLH Capital Corp through both common equity and derivative rights.

At what price did XFLH Holdings Ltd purchase XFLH Capital Corp shares?

XFLH Holdings Ltd purchased 154,970 ordinary shares of XFLH Capital Corp at $10 per share. This transaction was classified as an open-market or private purchase and increased the reporting person’s directly held ordinary share position in the company.

How many XFLH ordinary shares does XFLH Holdings Ltd own after the transaction?

After the reported transaction, XFLH Holdings Ltd directly owns 3,818,303 ordinary shares of XFLH Capital Corp. This total reflects the updated non-derivative share position following the purchase of 154,970 additional ordinary shares on February 13, 2026.

What are the rights to receive ordinary shares reported for XFLH?

The reported rights are derivative securities giving holders one-seventh of an ordinary share upon completion of XFLH Capital Corp’s initial business combination. XFLH Holdings Ltd acquired 154,970 such rights, which will expire if no qualifying business combination is completed within the required time period.

How many XFLH rights to receive shares does XFLH Holdings Ltd hold after the filing?

Following the reported transactions, XFLH Holdings Ltd directly holds 154,970 rights to receive ordinary shares of XFLH Capital Corp. These rights are separate from its ordinary shares and convert only if the company completes its initial business combination.

What triggers the conversion of XFLH rights into ordinary shares?

Each right converts into one-seventh of an ordinary share when XFLH Capital Corp completes its initial business combination. If the company instead liquidates without completing that combination within the required timeframe, the rights expire and do not convert into shares.