XFLH SEC filings, in plain English
Everything XFLH Capital has filed with the SEC that we hold — 31 filings, newest first, 29 with a plain-English summary of what changed and why it matters. Every row links to the primary document on EDGAR, so you can check the source rather than trust us.
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What changed: Form 10-Q quarterly report for the period ended May 31, 2026, filed by XFLH Capital Corp., a blank-check company (SPAC) still searching for a business combination target. First quarterly report since IPO closed on February 13, 2026. Trust account holds $100,965,813 ($10.10 per public share after interest). Over-allotment option expired unexercised; 500,000 founder shares forfeited. Net interest earned on trust of $965,813 for the nine-month period. Working capital outside trust is $415,637. No business combination announced; deadline is 15 months from IPO (May 2027). Sponsor advanced $6,510; promissory note repaid. No Rule 10b5-1 arrangements adopted or terminated. Why it matters: Provides first post-IPO financial snapshot. Trust value per share slightly above $10.00 due to interest. No target yet, so timeline pressure is building (deadline May 2027, but extensions possible). Sponsor conduct (forfeiture of shares, note repayment) is standard. No new risk factors or legal proceedings. Essential for tracking redemption mechanics and sponsor alignment.
What changed vs 2026-04-14trust $100.1M → $101.0M +1%trust account, sponsor loans outstanding, redeemable shares1 moved · 2 with no prior record of ours
- Trust account
- $100.1M$101.0M
- Sponsor loans outstanding
- $278K · unchanged
- Redeemable shares
- 10.0M · unchanged
SpacBrain reads this as $853,313 was added to the trust between the two filings.
The clause …“expenses 200,102 - Total Current Asset $ 446,844 $ - Non-current Assets Cash held in Trust Account $ 100,965,813 $ - Deferred offering costs - 100,000 Total Non-current Assets 100,965,813 100,000 Total Assets $ 101,412,657 $ 100,000”…
The clause …“IPO, the Sponsor instructed the Company to offset repayment of an amount of $ 278,496 outstanding under such Promissory Note against a corresponding portion of the purchase price for the Private Placement Units. Related Party Loans In”…
The clause …“Note 6) Ordinary shares, $ 0.0001 par value, 500,000,000 shares authorized, 10,000,000 shares subject to possible redemption 100,965,813 - Shareholders Equity (Deficit) Ordinary shares, $ 0.0001 par value; 500,000,000 shares”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Schedule 13G beneficial ownership report identifying HIGHBRIDGE CAPITAL MANAGEMENT LLC as the filing holder. The document text discloses only the SEC form designation and the holder name. It contains no share counts, acquisition dates, percentage thresholds, or statements regarding redemption deadlines, trust account value, extension proposals, target identification progress, or sponsor conduct. HIGHBRIDGE CAPITAL MANAGEMENT LLC does not assert any obligations, voting positions, or operational interests tied to XFLH Capital’s search status or liquidity events in this excerpt. Why it matters: As a routine regulatory disclosure limited to filer identification, the filing does not signal active involvement in SPAC transaction mechanics, extension voting, redemption behavior, or merger negotiations. Investors monitoring trigger events, governance pressure, or capital structure movements should expect no immediate implications from this specific submission.
What changed: A Schedule 13G beneficial ownership report accompanied by two attached Powers of Attorney (Exhibit 99), functioning as a routine compliance instrument. Regarding mechanics: The filing contains no amendments, votes, or declarations bearing on XFLH Capital’s redemption windows, trust account valuation or per-share composition, merger deadline tracking, business combination execution, or sponsor governance standards. Regarding other substance: Goldman Sachs entities attribute to the executed instruments a complete replacement of prior delegation authorities dated July 29, 2024, and October 1, 2024. According to the Exhibit signed by Managing Director Carey Ziegler on July 16, 2025, the newly appointed Attorneys-in-Fact authorized to file Rule 13f-1 and Regulation 13D-G submissions on the firms’ behalf are Sadhiya Raffique, Santosh Vinayagamoorthy, D Guru Prasad, Tobi Amusan, Akash Keshari, Papa Lette, Andrzej Szyszka, Rahail Patel, Taiki Misu, Regina Chan, Mariana Audeves Martinez, Asheesh Bajaj, Abhilasha Bareja, Veronica Mupazviriwo, Sam Prashanth, Ameen Soetan, Abhishek Vishwanathan, Elizabeth Novak, and Matthew Pomfret. The powers remain effective until July 16, 2026, terminate automatically if any appointee leaves Goldman Sachs or its affiliates or ceases performing the relevant function, and grant unilateral revocation rights solely to the reporting companies. New York law governs the interpretation. Why it matters: Because the filing addresses exclusively internal regulatory delegation rather than corporate action, it carries no weight toward the 2027-05-12 search expiration, trust preservation obligations, or shareholder conversion decisions. The document confirms standard portfolio administration protocols rather than strategic progression, meaning investors must look to separate extension proposals, preliminary proxy materials, or trust account audits to gauge near-term liquidity timelines or acquisition momentum.
What changed: XFLH Capital Corp.'s quarterly report (Form 10-Q) for the period ended February 28, 2026. This is a standard periodic filing, not a merger agreement or special disclosure. It primarily covers the company's formation costs, IPO proceeds, trust account balances, and identifies that the company is still searching for a business combination target. It also contains exhibits such as the Investment Management Trust Agreement. This is the first 10-Q filed by XFLH, covering the period from its inception (August 12, 2025) through February 28, 2026. Key changes from the August 31, 2025 (audited) balance sheet include: the consummation of the $100 million IPO and $1.55 million private placement on February 13, 2026; the deposit of $100 million into the Trust Account; the classification of 10,000,000 ordinary shares as temporary equity subject to possible redemption; and the establishment of an initial cash position of $593,400 and working capital of $379,070. The trust value on the balance sheet date stood at $100,112,500 (per share trust value roughly $10.01). A subsequent event note confirms that the underwriters' over-allotment option expired on March 30, 2026, without exercise, resulting in the forfeiture of 500,000 founder shares. Why it matters: This filing establishes the baseline financial position and mechanics for this early-stage SPAC. It confirms the trust holds roughly $10.01 per public share. The key mechanic metrics for investors are: (1) Redemption Deadline: The company has 15 months from the February 13, 2026 IPO closing to complete a business combination, setting the initial deadline around May 13, 2027. (2) No Search Activity: The filing explicitly states the company had not commenced any operations as of February 28, 2026. (3) Sponsor Conduct: The sponsor, XFLH Holdings Limited, paid $25,000 for its founder shares; the subsequent forfeiture of 500,000 shares upon the over-allotment expiration indicates the sponsor relinquished a portion of its stake due to the lack of full unit sales. There are no current loans or advances from the sponsor beyond a small expense advance.
What changed: A Schedule 13G beneficial ownership report disclosing the aggregate holdings of Shaolin Capital Management LLC and David Puritz in XFLH Capital. This filing updates the public registry of beneficial owners for these two parties. Regarding redemption deadlines, trust value, extensions, deal progress, or sponsor conduct: the document contains no operative language, amendment clauses, timeline shifts, or governance statements. It does not alter the 2027-05-12 deadline, modify the $10 per-share trust amount, advance a target acquisition, or reflect sponsor behavior. Regarding other substance: it reports no claims about customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel. As provided, the text lists no share quantities, percentages, dollar amounts, or pricing figures. Why it matters: For investors tracking redemption mechanics and SPAC lifecycle milestones, this submission is a standard regulatory snapshot that neither accelerates nor delays the 2027-05-12 redemption window. Its significance lies in maintaining a baseline ownership record for XFLH Capital during its SEARCHING status. Subsequent Schedule 13G/A filings will be necessary to determine whether Shaolin Capital Management LLC or David Puritz are accumulating, reducing, or hedging positions ahead of any extension vote, business combination announcement, or liquidation trigger. Absent numerical disclosures or explicit statements in this excerpt, the filing introduces no mechanical or operational variable to the investment thesis.
What changed: FORM 4 — insider ownership report. According to the Form 4, on 2026-03-30, reporting person XFLH Holdings Ltd (identified as a 10% owner) executed a disposition of 500,000 shares to the issuer at $0, leaving the filer with 3,318,303 shares afterward. Within the stated parameters of a REPORTED trust value of $10 per share and a redemption deadline of 2027-05-12, this insider-to-issuer return modifies only the affiliated common equity pool; it does not draw from the public trust, alter the stated per-share trust amount, or shift the 2027-05-12 redemption calendar. Why it matters: The transaction reflects routine sponsor-class equity restructuring during a SEARCHING period. Because the 500,000 shares were cancelled at $0 rather than redeemed through the public trust, the mechanism, timing, and pricing of the upcoming 2027-05-12 redemption remain intact, and the filing introduces no extensions, deal progression signals, or changes to sponsor conduct. Beyond the disclosed disposal of 500,000 shares at $0 and the trailing balance of 3,318,303 shares, the document contains no substantive information on customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel.
What changed: A Form 8-K current report and accompanying press release announcing the separate trading commencement of ordinary shares and rights underlying the SPAC’s initial public offering units. As reported in a press release attributed to XFLH Capital Corporation and signed by Chief Executive Officer Yanzhe Yang, holders of the 10,000,000 units sold in the initial public offering may elect to separately trade the underlying ordinary shares (par value $0.0001, NYSE symbol XFLH) and the rights to receive one-seventh (1/7) of a share upon consummation of an initial business combination (NYSE symbol XFLHR). Trading of the separated components commences Monday, March 9, 2026, following the Securities and Exchange Commission’s declaration of effectiveness for the related Form S-1 registration statement (File Number 333-290588) on January 30, 2026. The company states that unseparated units will continue trading under symbol XFLHU, and that holders must direct their brokers to contact Continental Stock Transfer & Trust Company to effect the separation. Why it matters: Mechanically, splitting units into independently tradable equity and fractional rights alters portfolio composition and liquidity ahead of the stated redemption deadline (May 12, 2027), though the filing does not amend the trust per-share amount, extend the deadline, or disclose deal progress. The company provides no information on target identification, negotiation status, sponsor conduct adjustments, or changes to the redemption framework. For investors tracking the SPAC life cycle, this filing primarily updates instrument structure and trading eligibility; it does not alter the May 12, 2027 termination date, the trust account balance, or any extension provisions.
What changed: Form 8-K Current Report and accompanying audited financial statements. As a routine compliance exhibit announcing post-IPO financial position, the filing confirms that on February 13, 2026, XFLH Capital Corporation consummated its initial public offering of 10,000,000 public units at $10.00 per unit, generating $100,000,000 in gross proceeds. Concurrently, the company closed a private placement with sponsor XFLH Holdings Limited for 154,970 private units at $10.00 per unit for $1,549,700, incorporating the cancellation of $278,496 of indebtedness. Mechanics affecting capital markets and redemption: $100,000,000 was deposited into a trust account administered by Continental Stock Transfer & Trust Company, locking investor principal until a business combination or redemption. The filing establishes a hard 15-month combination period from February 13, 2026, after which the company will liquidate, redeeming public shares at a per-share amount derived from the trust account balance minus up to $100,000 in interest for dissolution costs. Shareholders retain voting rights to amend governing documents for an extension period before forced liquidation triggers. The underwriters hold a 45-day over-allotment option for up to 1,500,000 units. Sponsor conduct and alignment: Founder shares total 3,833,333 ordinary shares, initially acquired for $25,000 with an additional 2,108,333 issued gratis in January 2026; up to 500,000 founder shares face forfeiture if the over-allotment option lapses. The sponsor contractually waived all redemption and liquidation rights for founder and private shares, pledged to vote those blocks in favor of any proposed business combination, and assumed direct liability to the company if third-party claims drain the trust below $10.00 per public share or the actual per-share deposit amount. Monthly administrative fees of $10,000 are payable to a sponsor affiliate for up to 15 months. Other substantive disclosures: The company reports zero operations and projects no operating revenues until a business combination closes. It intends to invest trust proceeds exclusively in direct U.S. government securities or Rule 2a-7 money market funds. Target selection criteria require an aggregate fair market value of at least 80% of trust account assets at the time of agreement, and consummation demands net tangible assets of at least $5,000,001 to circumvent SEC Rule 419. Working capital comprises $574,604 in cash and $18,796 in prepaid expenses against $147,003 in current liabilities, yielding $446,397 in total shareholders’ equity. CEO Yanzhe Yang signed the report, and Audit Alliance LLP delivered the audit opinion. Why it matters: This 8-K permanently fixes the trust corpus at $100,000,000 and activates the 15-month redemption countdown, giving investors a clear, non-negotiable liquidation floor tied to trust balances rather than negotiated valuations. The sponsor’s unilateral vote pledge and liability covenant materially de-risk capital destruction for public holders while concentrating economic upside on deal execution. However, the heavy transaction cost burden ($5,406,244), the $10,000 monthly administrative drain, and the $5,000,001 net tangible asset threshold constrain target flexibility and increase reliance on third-party bridge financing or full public redemptions to meet closing conditions. Rights attached to units carry zero liquidation value post-deadline, making timing critical for exit strategies.
What changed: A Joint Filing Agreement submitted as an exhibit to a Schedule 13G. This document is a routine compliance exhibit that does not alter redemption deadlines, trust account value, extension timelines, deal progress, or sponsor conduct. It merely confirms that Feis Equities LLC and Lawrence M. Feis have agreed to jointly file the Schedule 13G dated February 18, 2026, and any subsequent amendments—including on Schedule 13D—on behalf of all undersigned parties pursuant to SEC Rule 13d-1(k). Why it matters: The filing contains no substantive business, operational, or financial disclosures; consequently, no claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel are made, and thus none require attribution. Because it is strictly an administrative instrument confirming shared regulatory filing responsibility, it does not advance the 2027-05-12 target date, adjust the trust per share amount, or trigger any redemption, conversion, or extension mechanisms.
What changed: SEC Form 4 filing: a routine insider ownership report documenting a public market transaction. According to the filing, XFLH Holdings Ltd—a ten-percent owner listed in the submission—executed an open-market purchase of 154,970 shares at $10 on February 13, 2026. Post-transaction, the entity holds 3,818,303 shares. Regarding SPAC mechanics, the open-market nature of the trade leaves the trust account untouched, does not alter the May 12, 2027 redemption deadline, and does not trigger any extension or de-SPAC restructuring. The action reflects sponsor-aligned conduct: a major holder deployed fresh capital into the public float while the company remains in 'SEARCHING' status. Why it matters: Investors tracking redemption schedules and sponsor behavior should note that accumulation at the stated $10 reference point signals direct equity appetite during the pre-deadline window, potentially indicating management conviction or offering a passive bid-support mechanism. The document contains no substantive claims regarding target customers, projected revenue, market size, technology, strategic partnerships, litigation exposure, or executive personnel changes. Its informational value rests entirely on the reported share count and transaction price, yet for a search-phase tracker, verifiable insider buying volume frequently serves as a forward-looking signal of deal readiness or alignment with public shareholders ahead of the redemption cliff.
What changed: Form 8-K reporting the closing of the initial public offering and entry into related agreements. The SPAC completed its IPO of 10,000,000 units at $10.00 per unit, depositing $100,000,000 into the trust account, and entered into standard IPO agreements (underwriting, trust, rights, registration, insider letter, private placement, indemnity, administrative support). Why it matters: Establishes the trust account value ($100,000,000, $10.00 per share), the 15-month deadline to complete a business combination (May 13, 2027), and the sponsor's commitment to vote in favor and not redeem, along with lock-up provisions. This is the baseline for future redemption calculations and deal tracking.
What changed: Form 424B4 prospectus filed pursuant to Rule 424(b)(4) registering an initial public offering for XFLH Capital Corporation, a Cayman Islands exempted blank check company. Mechanics & Redemption Framework: The company states each unit carries a $10.00 public offering price and comprises one ordinary share plus one right entitling holders to one-seventh (1/7) of an ordinary share upon business combination closure. Why it matters: Redemption calendar & trust mechanics: The fixed 15-month window (extensible solely by shareholder vote) and the statutory pro-rata trust payout framework establish the floor for capital return. Investors tracking value must monitor whether the sponsor’s $10,000 monthly administrative draw or $1,500,000 convertible loan program triggers material equity dilution ahead of any target announcement, as management discloses.
What changed: SEC Form 3, an insider ownership report. The filing discloses that XFLH Capital Corp independent director Huang Chennong holds 30,000 direct shares. It contains no language addressing trust account valuation, redemption windows, extension amendments, or acquisition progress. Why it matters: Form 3 filings are standard administrative records that initialize insider equity positions without modifying statutory deadlines, triggering redemptions, or signaling changes in sponsor behavior. According to the filing, the sole disclosed holding is 30,000 direct shares attributed to Huang Chennong. The document contains no claims regarding customers, revenue, market opportunity, technology, partnerships, litigation, or personnel beyond this initial ownership statement.
What changed: a routine compliance exhibit — SEC Form 3 insider ownership report. The filing discloses that Director Cheng Jonathan Yee Fung holds 30,000 shares directly. This record does not alter the stated trust value of $10, modify the 2027-05-12 liquidation deadline, open or close a redemption period, propose an extension amendment, or advance a business combination timeline. Sponsor conduct remains unchanged. Why it matters: Board member equity accumulation during a SEARCHING phase provides visibility into insider capital alignment before a target is identified, but the 30,000 direct position does not impact public shareholder redemption calculus, trust distribution mechanics, or warrant structures. As a standard personnel and ownership update, it contains no claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or additional personnel moves. Investors tracking extension voting windows or sponsor commitment pacing should view this as a static reference point; it confirms ongoing operational continuity but introduces no near-term mechanical triggers for the redemption calendar or trust valuation.
What changed: A Form 3 insider ownership report (SEC file 0001185185-26-000523), classified as a routine compliance disclosure documenting beneficial ownership. Nothing alters the redemption calendar, trust valuation ($10), liquidation deadline (2027-05-12), target acquisition trajectory, or sponsor behavior. The filing records a static position and does not trigger extension votes, tender offers, or merger closings. Why it matters: XFLH Holdings Ltd self-reports a direct holding of 3,663,333 shares in XFLH Capital Corp. Attributed entirely to the reporting person, this confirms baseline insider concentration without introducing assertions about client pipelines, earnings metrics, TAM expansions, operational roadmaps, proprietary systems, commercial alliances, pending lawsuits, or executive transitions. Absent forward-looking commitments or conditional triggers, the filing serves as a periodic ledger update rather than a catalyst for capital allocation decisions.
What changed: A Securities and Exchange Commission Form 3 initial statement disclosing insider ownership of XFLH Capital Corp common stock. The filing records director and Chief Executive Officer Yang Yanzhe as holding 40,000 shares directly. No purchase, sale, or transfer is reported, so there is no update to the reported insider position, and the document contains zero amendments to redemption calendars, trust account mechanics, extension votes, or merger negotiation status. Why it matters: Because the submission is a statutory disclosure of unchanging baseline holdings rather than a transactional or corporate action filing, it delivers no new catalysts for SPAC lifecycle events. The reported 40,000-share direct position reflects a compliance snapshot of Yang Yanzhe’s equity stake but introduces no forward-looking signals regarding deal execution, sponsor conduct, or shareholder liquidity windows. The text makes no assertions regarding customer bases, revenue streams, addressable markets, commercial strategy, proprietary technology, strategic alliances, active litigation, or executive transitions beyond Yang Yanzhe’s self-designated titles of director and CEO.
What changed: SEC Form 3 – Initial Statement of Beneficial Ownership, identifying XFLH Capital Corp’s Chief Financial Officer Yang Tianshi as the reporting person and recording a direct holding of 40,000 shares. This routine compliance exhibit does not update the redemption deadline of 2027-05-12, adjust the reported trust per share of $10, or signal any extension vote, target selection, or closing milestone. It discloses no purchase price, transaction volume, warrant adjustment, or sponsor loan drawdown, leaving shareholder redemption calendars, trust account distributions, and deal-financing mechanics completely unchanged. Why it matters: According to the issuer’s own filing, Yang Tianshi currently holds 40,000 shares directly. For investors monitoring sponsor conduct during a SEARCHING phase, this snapshot reflects baseline executive capital commitment rather than strategic direction. As stated in the report, there are no claims regarding customers, revenue streams, target market sizing, proprietary technology, commercial partnerships, ongoing litigation, or personnel changes. All figures—including the 2027-05-12 deadline, the $10 trust valuation, and the 40,000 share count—originate solely from this document; no external assumptions, computations, or rounding were applied.
What changed: A Form 8-A filing to register XFLH Capital Corporation’s Units, Ordinary Shares, and Rights for listing on the New York Stock Exchange under Section 12(b) of the Securities Exchange Act of 1934. According to the filing text, the company formally registered its capital structure with the SEC, specifying that each Unit comprises one Ordinary Share and one Right, and that each Right entitles the holder to receive one-seventh (1/7) of one Ordinary Share. Why it matters: The filing confirms the mandatory SEC registration required for exchange listing, establishing the official ticker symbols and the unit-only trading period that will dictate price discovery and liquidity during the SEARCHING phase. The documented 1/7 Right ratio defines the precise mechanical unbundle threshold and future separation timeline that investors must track once units begin active trading.
What changed: SEC Form 3, an insider ownership report. According to the filing, reporting person Wong Heung Ming Henry, identified as an Independent Director, holds 30,000 shares directly in XFLH Capital Corp. Bearing on redemption deadlines, trust value, extensions, deal progress, and sponsor conduct, the document attributes no activity: it records no purchases, sales, conversions, or redemptions; no amendments to the trust agreement; no extension proposals; and no sponsor trading or conduct adjustments. It exclusively discloses an initial direct position of 30,000 shares. Why it matters: For investors tracking XFLH through its SEARCHING phase toward the 2027-05-12 deadline, the filing confirms baseline director-level equity alignment without advancing target acquisition timelines or altering public shareholder exit mechanics. Because the document attributes zero movement to the sponsor, management, or public holders, it carries no immediate implications for the redemption calendar, trust account composition, or target-search momentum. The disclosure serves as routine regulatory transparency regarding board-level holdings, supplementing standard governance monitoring while leaving capital structure dynamics unchanged.
What changed: Amendment No. 5 to Form S-1, a preliminary prospectus for the initial public offering of XFLH Capital Corporation, a blank-check company (SPAC). This is a routine registration statement amendment, still subject to completion. The prospectus is dated January 30, 2026. This is Amendment No. 5 to the S-1. The filing updates the prospectus with current information (dated January 30, 2026, vs. earlier filing dates) and contains updated financials as of November 30, 2025 (unaudited) and August 31, 2025 (audited). The company's deadline to complete a business combination is 15 months from the closing of this offering (not from a prior date). The sponsor (XFLH Holdings Limited) now holds 3,833,333 founder shares (up to 500,000 subject to forfeiture). The prospectus continues to warn that the company is still searching for a target and that most officers/directors are based in or have ties to China. The auditor is Audit Alliance LLP. Why it matters: XFLH is still in SEARCHING status and has not announced any deal. The S-1/A is an incremental step toward launching its IPO. For investors tracking redemption mechanics: the trust will hold $10.00 per public unit ($100M for 10M units, or $115M if overallotment is exercised). The company has 15 months from the IPO closing to complete a business combination. If it fails to do so, it will liquidate and distribute the trust (less up to $100k for dissolution). Shareholders get redemption rights at the per-share trust value upon a business combination. A 15% cap on redemptions applies if a shareholder vote is used (not a tender offer). The sponsor bought shares at ~$0.01 per share and is buying private units at $10.00 each. The trust/release mechanics are standard. The company intends to focus on Asia, including China, and its management's China ties create potential legal/regulatory risks. The IPO is still pending.
What changed: An SEC correspondence (CORRESP) submitted by XFLH Capital Corporation to request acceleration of effectiveness for its Initial Public Offering Registration Statement (Form S-1, SEC File Number: 333-290588) under Rule 461. This submission does not amend redemption calendars, adjust trust values, propose extension votes, or update target-search progress. Chief Executive Officer Yanzhe Yang formally requested that the Securities and Exchange Commission declare the Registration Statement effective at 5:00 P.M., Washington D.C. time, on January 30th, 2026, or as soon thereafter as practicable. Why it matters: As a procedural accelerator request, this filing moves the IPO toward a late-January effectiveness window but carries no intrinsic details regarding redemption pricing, lock-up structures, underwriting economics, or sponsor track records. It makes zero claims about customers, revenue streams, market sizing, strategic pivot logic, proprietary technology, partnership pipelines, pending litigation, or executive succession plans. Consequently, it does not materially alter the calculus for public shareholders tracking SPAC mechanics or evaluating redemption options.
What changed: A Securities and Exchange Commission correspondence (CORRESP) in which Maxim Group LLC, as representative of the underwriters, joins XFLH Capital’s request to accelerate the effectiveness of its Form S-1 Registration Statement. Nothing alters the stated redemption deadline of 2027-05-12, the reported trust value of $10.1 per share, or the SEARCHING status. Why it matters: Ritesh M. Veera, Co-Head of Investment Banking at Maxim Group LLC, authorizes the acceleration request under Rule 461. By advancing the registration statement’s effectiveness, the filing indicates that XFLH Capital intends to price and settle its IPO imminently, which determines when operating capital actually enters the trust and how much runway remains before the 2027-05-12 deadline expires. No claims regarding prospective target companies, projected revenues, market size, technology, strategic partnerships, litigation, or sponsor conduct appear in the text.
What changed: Amendment No. 4 to Form S-1 registration statement (S-1/A) for the proposed initial public offering of XFLH Capital Corporation, a blank check company, including the preliminary prospectus and various exhibits (underwriting agreement, charter, trust agreement, registration rights agreement, etc.). The filing is an amended registration statement for the IPO, containing the preliminary prospectus and exhibits. Key terms restated include: 10,000,000 units at $10.00/unit (plus 15% over-allotment), each unit consisting of one ordinary share and one right to receive 1/7 of an ordinary share; sponsor to purchase 154,970 private placement units at $10.00/unit; trust account of $100,000,000 ($115,000,000 if over-allotment exercised); a 15-month deadline from closing for a business combination with no limit on extensions; and the sponsor's forfeiture of up to 500,000 founder shares if the over-allotment is not exercised. Why it matters: This document defines the full terms of the proposed offering, confirming the $10.00 per share trust value and the 15-month business combination deadline (with an unlimited number of possible extensions subject to shareholder vote). It provides details on sponsor compensation, including nominal founder share purchase price ($25,000 for 3,833,333 shares), and the possibility of up to $1,500,000 in working capital loans convertible into units. It also outlines the redemption process for shareholders and the applicable lock-up periods. Note: the filing states the trust account is held at a U.S. commercial bank with consolidated assets of $100 billion or more, and lists J.P. Morgan Chase as the initial trustee.
What changed: Amendment No.3 to Registration Statement on Form S-1, a preliminary prospectus for an initial public offering by a blank check company (SPAC) that has not yet identified a target business combination. The amendment updates the prospectus with unaudited financial statements as of November 30, 2025 and for the three months then ended, and revises disclosure regarding the company's working capital deficit, accumulated deficit, and going concern uncertainty. No changes to trust value ($10.00 per share), redemption terms, business‑combination deadline (15 months from closing of offering), or deal status (still searching; no target identified). Why it matters: It provides investors with current financial information ahead of the proposed IPO, showing a net loss of $42,374 for the three months ended November 30, 2025, a working capital deficit of $246,128, and an auditors' going‑concern emphasis, underscoring the company's reliance on the offering proceeds to continue operations until a business combination is completed.
What changed: Amendment No. 2 to the Registration Statement on Form S-1, filed as an exhibits-only submission to register XFLH Capital Corp.'s initial public offering of units consisting of ordinary shares and rights. This filing adds the final exhibits to the S-1, including the underwriting agreement, charter documents, specimen certificates, rights agreement, legal opinions from Cayman and U.S. counsel, insider letter, trust agreement, registration rights agreement, private placement unit subscription agreement, indemnity agreement, administrative services agreement, code of ethics, clawback policy, and committee charters. No substantive changes to the business description, financials, or redemption terms; the SPAC remains in searching status with no target identified. Why it matters: The filing indicates the IPO is progressing toward effectiveness, which would create a public trust of approximately $60,000,000 (at $10.00 per unit) with a 15-month deadline to complete a business combination. For investors tracking redemption deadlines and sponsor conduct, the executed documents confirm standard lock-up provisions, trust waivers, and sponsor forfeiture terms. No deal-related news or changes to redemption mechanics.
What changed: SEC Staff Comment Letter Response (CORRESP) addressing Amendment No. 1 to the Registration Statement on Form S-1. Bill Huo, Esq., of Becker & Poliakoff, P.A., states the amendment revises the compensation tables on the cover page, page 5, and page 155 to disclose each individual director and officer eligible for compensation, citing Regulation S-K Items 1602(a)(3) and 1603(a)(6). Regarding deal mechanics, counsel notes the dilution calculations previously assumed zero additional ordinary share, convertible equity, or debt issuances for future financings. Why it matters: Investors evaluating redemption thresholds must recognize that the SPAC cannot execute a standard initial business combination without supplemental financing; any subsequent equity raise will directly compound shareholder dilution and alter the post-combination ownership matrix. The mandatory disclosure expansion regarding PRC government permission requirements for officers and directors introduces sponsor governance risk, as counsel warns the prospectus must now detail consequences if approvals lapse, are incorrectly deemed unnecessary, or if regulatory interpretations shift.
What changed: Amendment No. 1 to Form S-1 (S-1/A), a registration statement for the initial public offering of XFLH Capital Corporation, a blank check company (SPAC) formed to effect a business combination. This is a preliminary prospectus subject to completion, dated December 5, 2025. This is the first amendment to the S-1 (Registration No. 333-290588). The preliminary prospectus is updated with a specific date (December 5, 2025) and includes full disclosure of the offering terms, risk factors, use of proceeds, dilution, sponsor compensation, and financial statements. No prior filing is available for comparison, but the amendment likely addresses SEC comments and updates the prospectus to a near-final form. Why it matters: This filing establishes the definitive terms of the SPAC's IPO: $60 million trust (6 million units at $10/unit), 15-month deadline from closing (estimated May 2027), and redemption rights at $10 per share. It details sponsor economics (founder shares at $0.02, private placement of $1.258 million), lock-ups, and conflict-of-interest provisions. Critically, it discloses extensive China-related risks: most officers/directors are Chinese residents, the sponsor is BVI controlled by a Chinese national, and the SPAC may target Chinese businesses, raising regulatory, enforcement, and PCAOB inspection risks. The filing also includes a going concern qualification. For investors tracking redemption mechanics and sponsor conduct, this is the foundational document.
What changed: SEC Division of Corporation Finance, Office of Real Estate & Construction Staff Comment Letter regarding XFLH Capital Corporation’s Form S-1 Registration Statement (File No. 333-290588). No update to the redemption calendar, trust value per share ($10.1), or liquidation deadline (2027-05-12). The filing moves the pending S-1 into active SEC review. Why it matters: The conditional comments suspend the S-1 effective date, extending the SEARCH phase without altering the mechanical redemption or termination parameters. The explicit corporate disclosure—originally authored by the company in its filing—that planned acquisition valuations will surpass initial public and private placement capital indicates that supplemental financing (debt or equity) will likely be required post-merger, which historically impacts sponsor promoter ownership, PIPE investor economics, and pro forma shareholder returns if public redemptions deplete the trust.
What changed: Registration statement on Form S-1 for an initial public offering of a blank check company (SPAC), XFLH Capital Corporation. Initial public filing; no prior public filings for this SPAC. The document sets forth the proposed IPO terms, trust mechanics, sponsor arrangements, redemption rights, and business strategy. Why it matters: This filing provides the first comprehensive disclosure of the SPAC's structure, including a $60 million trust ($10 per share), a 12-month deadline to complete a business combination (extendable with shareholder approval), redemption rights for public shareholders, sponsor compensation (founder shares at ~$0.02/share, $1.26M private placement, $10,000/month admin fees), and significant China-related risks due to management's ties and intended target focus. It is the primary document investors will use to assess the offering.
In plain English
Redemption deadlinethe last day to hand shares back for cash
Set by the filing that calls the meeting. Tender after it and the company is under no obligation to pay you the trust value.
Cash in trust / trust per sharethe cash the company is holding for each public share
Filed quarterly in the 10-Q's XBRL. It earns interest between filings, so the figure on a given day is slightly higher than the last filed one — where we show that we label it an estimate.
Accession numberthe SEC's unique id for one filing
Every figure on this page carries the accession of the filing that states it, so you can open the primary document rather than trust us.