XFLH Capital Corp 10-Q

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS. Use of Proceeds On August 21, 2025, our Sponsor entered into a subscription agreement with us to purchase 1,725,000 founder shares for an aggregate purchase price of $25,000, or approximately $0.01 per share (up to 225,000 of which were subject to forfeiture depending on the extent to which the underwriters’ over-allotment option is exercised). Due to the increase in the offering size, we and our Sponsor subsequently amended such securities subscription agreement, pursuant to which we subsequently issued an additional 2,108,333 founder shares such that immediately prior to the closing of our IPO, our Sponsor owned an aggregate of 3,833,333 founder shares for an aggregate purchase price of $25,000, of which up to 500,000 shares were subject to forfeiture depending on the extent to which the underwriters’ over-allotment option is exercised. Subsequently, on March 30, 2026, the over-allotment option granted to the underwriters expired without exercise and 500,000 founder shares were forfeited by the Sponsor. The registration statement for our initial public offering was declared effective by the Securities and Exchange Commission on January 30, 2026. We completed our initial public offering on February 13, 2026. In our initial public offering, we sold 10,000,000 units at an offering price of $10.00, generating gross proceeds of $100,000,000. Each Unit consisted of one ordinary share and one right. Each right entitles the holders thereof to receive one-seventh (1/7 th ) of one ordinary share upon the consummation of the initial business combination. Simultaneously with the closing of the IPO, pursuant to the Private Placement Units Purchase Agreement by and between the Company and our Sponsor, XFLH Holdings Limited, the Company completed the private sale of an aggregate of 154,970 units (the “Private Placement Units”) to the Sponsor at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds to the Company of $1,549,700. Transaction costs amounted to $4,906,244 consisting of $500,000 of underwriting commissions which was paid in cash at the closing date of the IPO, $3,984,000 of the Representative Shares, and $422,244 of other offering costs. At the IPO date, cash in the amount of $593,400 was held outside of the Trust Account and is available for the payment for working capital purposes. A total of $100,000,000, from the proceeds of the IPO and the Private Placement, was placed in a U.S.-based trust account, established by Continental Stock Transfer & Trust Company, acting as trustee. Except with respect to interest earned on the funds in the trust account that may be released to the Company to pay its taxes, the funds held in the trust account will not be released from the trust account until the earliest of (i) the completion of the Company’s initial business combination, (ii) the redemption of any of the Company’s public shares properly tendered in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association to (A) modify the substance or timing of its obligation to redeem 100% of the Company’s public shares if it does not complete its initial business combination within 15 months from the closing of the IPO, or (B) with respect to any other provision relating to shareholders’ rights or pre-business combination activity, and (iii) the redemption of the Company’s public shares if it is unable to complete its initial business combination within 15 months from the closing of the IPO. Net cash generated from the IPO and private placement units and held outside of the trust was used in operating activities was $100,593,400. As of May 31, 2026, the Company had working capital of $415,637. Our management has broad discretion with respect to the specific application of the proceeds of the IPO and the Private Placement that are held out of the Trust Account, although substantially all the net proceeds are intended to be applied generally towards consummating a business combination and working capital. Since our IPO, our sole business activity has been identifying and evaluating suitable acquisition transaction candidates. We presently have no revenue and have had losses since inception from incurring formation and operating costs. We have relied upon the sale of our securities and loans from the Sponsor and other parties to fund our operations. Purchases of Equity Securities by the Issuer and Affiliated Purchasers None. 7 Table of Contents ITEM 3. DEFAULTS UPON SENIOR SECURITIES. None. ITEM 4. MINE SAFETY DISCLOSURES. Not applicable.