[SCHEDULE 13G] XFLH Capital Corp Passive Investment Disclosure (>5%)
Highbridge reports 941,031 shares (6.8%) of XFLH
XFLH Capital Corp disclosure: Highbridge Capital Management LLC reported beneficial ownership of 941,031 Ordinary Shares, representing 6.8% of the class.
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XFLH Capital Corp disclosure: Highbridge Capital Management LLC reported beneficial ownership of 941,031 Ordinary Shares, representing 6.8% of the class. The percentage is calculated using 13,888,303 Ordinary Shares outstanding as reported in the issuer's prospectus and Form 8-K filings.
The shares are directly held by Highbridge funds; Highbridge Tactical Credit Master Fund, L.P. is named as a fund holding more than 5% of the outstanding Ordinary Shares.
Insights
Large institutional holder reports a single-digit stake in XFLH.
Highbridge Capital Management LLC reports 941,031 shares equal to 6.8% of XFLH Capital Corp, using an outstanding share base of February 12, 2025/February 17, 2026 as cited. The holding is held in Highbridge-managed funds rather than the adviser personally.
Ownership above 5% by a single fund (Highbridge Tactical Credit Master Fund, L.P.) triggers beneficial-ownership reporting and may affect voting coordination among fund investors. Future filings would show material changes in position size.
The statement identifies the Reporting Person as an investment adviser to funds that directly hold the shares and includes the required percent-of-class calculation tied to the issuer's disclosed 13,888,303 shares outstanding. The form is signed and dated 05/15/2026.
Disclosure notes that the filing should not be construed as an admission of beneficial ownership for Section 13 purposes; investors should watch subsequent amendments if positions change above filing thresholds.
Key Figures
Shares owned:941,031 sharesPercent of class:6.8%Shares outstanding (basis):13,888,303 shares+2 more
"This statement is filed by Highbridge Capital Management, LLC"
A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.
beneficial ownershipregulatory
"Amount beneficially owned: The information required by Item 4(a)"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
Rule 424(b)(4)regulatory
"as reported in the Issuer's Prospectus filed pursuant to Rule 424(b)(4)"
investment adviserfinancial
"the investment adviser to certain funds and accounts (the "Highbridge Funds")"
An investment adviser is a person or firm that professionally manages money and gives recommendations about buying, selling, or holding investments. Like a financial coach or guide, they have a legal duty to act in a client's best financial interest, so their advice, fees and potential conflicts can directly affect returns and risk — making their role important for investors who want informed, accountable help with portfolios.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How many XFLH shares does Highbridge report owning?
Highbridge reports beneficial ownership of 941,031 Ordinary Shares, equal to 6.8% of the class. The stake is calculated using 13,888,303 Ordinary Shares outstanding from the issuer's prospectus and Form 8-K filings.
Which Highbridge fund holds more than 5% of XFLH?
Highbridge Tactical Credit Master Fund, L.P. is identified as having the right to receive dividends or proceeds for more than 5% of outstanding Ordinary Shares. The shares reported are directly held by Highbridge-managed funds.
What share count was used to calculate the 6.8% figure?
The percent-of-class calculation uses an aggregate of 13,888,303 Ordinary Shares outstanding, as reported in the issuer's prospectus filed under Rule 424(b)(4) and the Form 8-K referenced in the filing.
Does the filing attribute ownership to the adviser personally?
No. The statement clarifies the shares are directly held by the Highbridge Funds; the Reporting Person is the investment adviser and states the filing should not be construed as an admission of personal beneficial ownership.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
XFLH Capital Corp
(Name of Issuer)
Ordinary Shares, par value $0.0001 per share
(Title of Class of Securities)
G9834D107
(CUSIP Number)
03/31/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
G9834D107
1
Names of Reporting Persons
HIGHBRIDGE CAPITAL MANAGEMENT LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
941,031.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
941,031.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
941,031.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
6.8 %
12
Type of Reporting Person (See Instructions)
IA, OO
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
XFLH Capital Corp
(b)
Address of issuer's principal executive offices:
8 The Green #6565, Dover, DE 19901
Item 2.
(a)
Name of person filing:
This statement is filed by Highbridge Capital Management, LLC ("Highbridge" or the "Reporting Person"), a Delaware limited liability company and the investment adviser to certain funds and accounts (the "Highbridge Funds"), with respect to the ordinary shares, par value $0.0001 per share ("Ordinary Shares") of XFLH Capital Corp., a Cayman Islands exempted company (the "Issuer"), directly held by the Highbridge Funds;
The filing of this statement should not be construed as an admission that any of the foregoing persons or the Reporting Person is, for the purposes of Section 13 of the Securities Exchange Act of 1934, the beneficial owner of the securities reported herein.
(b)
Address or principal business office or, if none, residence:
The address of the business office of the Reporting Person is 390 Madison Avenue, 28th Floor, New York, NY 10017.
(c)
Citizenship:
Highbridge is a Delaware limited liability company.
(d)
Title of class of securities:
Ordinary Shares, par value $0.0001 per share
(e)
CUSIP Number(s):
G9834D107
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
The information required by Item 4(a) is set forth in Row 9 of the cover page for the Reporting Person and is incorporated herein by reference.
The percentage set forth in this Schedule 13G is calculated based upon an aggregate of 13,888,303 Ordinary Shares outstanding, as reported in the Issuer's Prospectus filed pursuant to Rule 424(b)(4) with the Securities and Exchange Commission on February 12, 2025 and in the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on February 17, 2026, after giving effect to the completion of the offering, the consummation of the simultaneous private placement and the forfeiture of the 500,000 founder shares, all as described therein.
(b)
Percent of class:
6.8 %
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
The information required by Item 4(c)(i) is set forth in Row 5 of the cover page for the Reporting Person and is incorporated herein by reference.
(ii) Shared power to vote or to direct the vote:
The information required by Item 4(c)(ii) is set forth in Row 6 of the cover page for the Reporting Person and is incorporated herein by reference.
(iii) Sole power to dispose or to direct the disposition of:
The information required by Item 4(c)(iii) is set forth in Row 7 of the cover page for the Reporting Person and is incorporated herein by reference.
(iv) Shared power to dispose or to direct the disposition of:
The information required by Item 4(c)(iv) is set forth in Row 8 of the cover page for the Reporting Person and is incorporated herein by reference.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
See Item 2(a). The Highbridge Funds have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Ordinary Shares reported herein. Highbridge Tactical Credit Master Fund, L.P., a Highbridge Fund, has the right to receive or the power to direct the receipt of dividends or the proceeds from the sale of more than 5% of the outstanding Ordinary Shares.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
