XFLH sponsor forfeits 500,000 ordinary shares

XFLH Holdings Ltd, the sponsor of XFLH Capital Corp, reported a disposition of 500,000 ordinary shares back to the issuer at no purchase price.

Accepted by SEC EDGAR 03/31/2026 - 04:10 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

XFLH Holdings Ltd, the sponsor of XFLH Capital Corp, reported a disposition of 500,000 ordinary shares back to the issuer at no purchase price. According to the filing, these shares were forfeited because the over-allotment option granted to the underwriter in the initial public offering expired unexercised. After this forfeiture, XFLH Holdings Ltd directly holds 3,318,303 ordinary shares.

Insider Trade Summary

Disposition: 500,000 shares

Disposition 1 txn

Insider XFLH Holdings Ltd

Role 10% Owner

Type	Security	Shares	Price	Value
Disposition	Ordinary shares, $0.0001 par value	500,000	$0.00	$0.00

Holdings After Transaction: Ordinary shares, $0.0001 par value — 3,318,303 shares (Direct)

Footnotes (1)

1. F1. The reporting person, the Issuer's sponsor, forfeited 500,000 ordinary shares due to the expiration, without exercise, of the over-allotment option granted to the underwriter of the Issuer's initial public offering.

Key Figures

Shares forfeited: 500,000 shares Price per forfeited share: $0.0000 per share Shares held after transaction: 3,318,303 shares

3 metrics

Shares forfeited 500,000 shares Ordinary shares disposed to issuer due to expired over-allotment option

Price per forfeited share $0.0000 per share Transaction price for 500,000 ordinary shares forfeited to issuer

Shares held after transaction 3,318,303 shares Ordinary shares directly owned by XFLH Holdings Ltd following disposition

Key Terms

over-allotment option, initial public offering, disposition to issuer, ten percent owner

4 terms

over-allotment option financial

"due to the expiration, without exercise, of the over-allotment option granted to the underwriter"

An over-allotment option is a special agreement that allows underwriters to sell more shares than initially planned if demand is high. Think of it like a retailer offering extra units of a popular product to meet additional customer interest. This option helps ensure the full sale is completed and can also give investors extra shares if they want more.

initial public offering financial

"over-allotment option granted to the underwriter of the Issuer's initial public offering"

An initial public offering (IPO) is when a private company first sells its shares to the public and becomes a stock-listed company. It matters because it allows the company to raise money from a wide range of investors, helping it grow, while giving early shareholders a way to sell some of their ownership.

disposition to issuer financial

"transaction_code_description": "Disposition to issuer""

ten percent owner financial

""is_ten_percent_owner": 1"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did XFLH (XFLH Capital Corp) report on this Form 4?

XFLH Capital Corp reported that XFLH Holdings Ltd disposed of 500,000 ordinary shares. The shares were forfeited to the issuer at no purchase price after an IPO over-allotment option granted to the underwriter expired without being exercised.

Who is XFLH Holdings Ltd in relation to XFLH Capital Corp?

XFLH Holdings Ltd is identified as the issuer’s sponsor and a ten percent owner of XFLH Capital Corp. The Form 4 shows it directly held ordinary shares and reported the forfeiture of a portion of those shares back to the issuer.

Why were 500,000 XFLH ordinary shares forfeited by the sponsor?

The 500,000 ordinary shares were forfeited because the over-allotment option granted to the underwriter in XFLH Capital Corp’s initial public offering expired without being exercised. Under the IPO terms, the sponsor’s shares were subject to forfeiture if that option was not used.

Did XFLH Holdings Ltd receive any cash for the 500,000 shares disposed?

No, XFLH Holdings Ltd did not receive cash for the 500,000 shares. The Form 4 lists a transaction price per share of 0.0000, and the footnote explains this was a forfeiture to the issuer tied to the expired over-allotment option.

How many XFLH shares does the sponsor hold after this Form 4 transaction?

After forfeiting 500,000 ordinary shares, XFLH Holdings Ltd holds 3,318,303 ordinary shares of XFLH Capital Corp. This post-transaction balance is shown in the Form 4 as the total number of shares owned following the disposition.

What does “disposition to issuer” mean in the XFLH Form 4 filing?

“Disposition to issuer” indicates the shares were returned to XFLH Capital Corp rather than sold in the market. In this filing, 500,000 ordinary shares were forfeited back to the company after the IPO underwriter’s over-allotment option expired unexercised.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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 DELAWARE 19901

(City) (State) (Zip)

UNITED STATES

(Country)

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)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/30/2026

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

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

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

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	03/30/2026		D		500,000(1)	D	$0	3,318,303	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

Explanation of Responses:

1. The reporting person, the Issuer's sponsor, forfeited 500,000 ordinary shares due to the expiration, without exercise, of the over-allotment option granted to the underwriter of the Issuer's initial public offering.

	XFLH Holdings Limited By: /s/ Yi Liu, Director	03/30/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)