XFLH Capital Corporation priced its initial public offering at 10 million units for $10.00 each, bringing gross proceeds of $100 million, according to a company statement.
The company is organized in the Cayman Islands as a special purpose acquisition company, or SPAC, formed to pursue mergers, acquisitions or other business combinations with operating businesses. The U.S. Securities and Exchange Commission declared XFLH Capital's registration statement effective on January 30, 2026.
Units from the offering are expected to begin trading on the New York Stock Exchange under the ticker symbol "XFLHU" on February 12, 2026. Each unit comprises one ordinary share, with a par value of $0.0001, and one right to receive one-seventh of an ordinary share upon completion of an initial business combination.
After the units are separated for trading, the ordinary shares and the rights will trade independently on the NYSE under the symbols "XFLH" and "XFLHR", respectively. The company said separate trading of components will follow standard market procedures.
Maxim Group LLC is serving as the sole book-running manager for the offering. The firm will oversee the offering process as the transaction moves toward its expected close. The company indicated the offering is expected to close on February 13, 2026, subject to customary closing conditions.
The structure of the offering - units that include both an ordinary share and a fractional right tied to a future business combination - follows a common SPAC format intended to provide investors exposure to both immediate equity and a contingent interest in the eventual combination.
Investors in the units should note the timetable set by the company, the separate trading of shares and rights after unit separation, and the conditions that must be satisfied prior to closing. The statement did not include additional details about potential targets or timing for an initial business combination.
Separately, the offering materials referenced a subscription service and data product aimed at investors, noting the value of institutional-grade data and AI-powered insights for evaluating opportunities in 2026. That material emphasized that such tools do not guarantee investment winners but may assist investors in identifying potential opportunities.
Key points
- XFLH Capital offered 10 million units at $10 each, raising $100 million - impacting capital markets and SPAC issuance activity.
- Units are expected to start trading on the NYSE under XFLHU on February 12, 2026; ordinary shares and rights will trade as XFLH and XFLHR once separated.
- Maxim Group LLC is the sole book-running manager and the closing is expected on February 13, 2026, subject to customary closing conditions.
Risks and uncertainties
- The closing of the transaction is conditional - customary closing conditions must be met before the offering is finalized, which could affect timing or completion.
- As a SPAC, XFLH Capital's future depends on completing an initial business combination; the statement does not identify any target or timeline for that combination.
- Separate trading of units, shares and rights introduces market and liquidity factors that may affect investor outcomes following the split.