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 13, 2026

Date of Report (Date of earliest event reported)

XFLH Capital Corporation

(Exact Name of Registrant as Specified in Charter)

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):

Securities registered pursuant to Section 12(b) of the Act:

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. ☐

On February 13, 2026, XFLH Capital Corporation (the “Company”) consummated its initial public offering (“IPO”) of 10,000,000 units (the “Public Units”). Each Public Unit consists of one ordinary share of the Company, par value US$0.0001 per share (“Ordinary Share”) and one right to receive one-seventh (1/7^th) of one Ordinary Share upon the consummation of an initial business combination (“Right”). The Public Units were sold at an offering price of $10.00 per Public Unit, generating gross proceeds of $100,000,000. 

Simultaneously with the closing of the IPO on February 13, 2026, the Company consummated the private placement (“Private Placement”) with XFLH Holdings Limited, its Sponsor, of 154,970 units (the “Private Units”) at a price of $10.00 per Private Unit, generating total gross proceeds of $1,549,700, including cancellation of $278,496 of indebtedness. A total of $100,000,000 of the net proceeds from the IPO and the Private Placement were deposited in a U.S.-based trust account established for the benefit of the Company’s public stockholders, with Continental Stock Transfer & Trust Company acting as trustee.

In connection with the IPO, the underwriters were granted a 45-day option (the “Over-Allotment Option”) to purchase up to 1,500,000 additional units to cover over-allotments (the “Option Units”), if any.

An audited balance sheet as of February 13, 2026 reflecting the receipt of the proceeds from the IPO and the Private Placement has been issued by the Company and is included as Exhibit 99.1 to this Current Report on Form 8-K.

EXHIBIT INDEX

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.