Stock Markets February 13, 2026

XFLH Capital Raises $100 Million in NYSE IPO, Units Begin Trading Under XFLHU

Cayman Islands blank-check vehicle sells 10 million units; underwriter granted option to cover over-allotments

By Derek Hwang
XFLH Capital Raises $100 Million in NYSE IPO, Units Begin Trading Under XFLHU

XFLH Capital Corporation completed an initial public offering of 10 million units at $10.00 apiece, raising $100 million. The Cayman Islands-based special purpose acquisition company began trading on the New York Stock Exchange under the ticker XFLHU on February 12, 2026. The offering included an underwriter option to purchase up to 1.5 million additional units to cover over-allotments, and regulatory filings for the offering were declared effective by the SEC on January 30, 2026.

Key Points

  • XFLH Capital sold 10 million units at $10.00 each, raising $100 million and began trading on the NYSE under XFLHU on February 12, 2026. (Markets - Capital markets)
  • Each unit consists of one ordinary share plus one right to receive one-seventh of an ordinary share upon a qualifying business combination; separate trading of shares and rights is expected under XFLH and XFLHR. (Financial securities - Equity structure)
  • Maxim Group LLC acted as sole book-running manager and received a 45-day option to purchase up to 1.5 million additional units to cover over-allotments. (Investment banking - Underwriting)

XFLH Capital Corporation said it closed its initial public offering of 10 million units at $10.00 per unit, generating $100 million in gross proceeds. The company, organized as a Cayman Islands-based blank check vehicle, launched trading on the New York Stock Exchange under the ticker symbol XFLHU on February 12, 2026.

Each unit sold in the offering comprises one ordinary share and one right that entitles the holder to receive one-seventh of an ordinary share upon the completion of a qualifying business combination. The company indicated that, when separate trading of the component parts begins, the ordinary shares and the rights will be listed and trade separately on the NYSE under the symbols XFLH and XFLHR, respectively.

To provide additional supply in the event of over-allotments, XFLH Capital granted the offering’s underwriter, Maxim Group LLC, a 45-day option to buy up to 1.5 million additional units at the offering price less the underwriting discount. Maxim Group served as the sole book-running manager for the transaction.

The Securities and Exchange Commission declared the company’s Form S-1 registration statement effective on January 30, 2026, under file number 333-290588. According to the company statement, XFLH Capital was formed to pursue mergers, acquisitions, or other similar business combinations with one or more businesses, in line with the typical mandate of a blank check company.

Legal counsel for the transaction was provided by Becker & Poliakoff for XFLH Capital, while Robinson & Cole represented Maxim Group in connection with the offering.

The completed transaction establishes XFLH Capital as a newly capitalized acquisition vehicle listed on the NYSE. The structure of the units, the granted over-allotment option, and the SEC filing details set the framework for the company’s next steps as it seeks prospective targets for a business combination.


Relevant dates and regulatory reference:

  • Form S-1 declared effective by the SEC on January 30, 2026 - File No. 333-290588.
  • Units began trading on the NYSE under ticker XFLHU on February 12, 2026.

Risks

  • The 45-day over-allotment option gives the underwriter the ability to purchase up to 1.5 million additional units, which could change the number of units outstanding if exercised. (Capital markets - Dilution/issuance uncertainty)
  • XFLH Capital is a blank check company formed to pursue mergers or acquisitions, so the outcomes and timing of any business combination remain uncertain. (Mergers and acquisitions - Execution risk)
  • Timing and mechanics for when the ordinary shares and rights will trade separately are described as expected rather than final, leaving uncertainty about when separate listings under XFLH and XFLHR will commence. (Market operations - Listing timing)

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