XFLH Capital Corp
For the period ended May 31, 2026. Filed Jul 13, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
May 31, 2026 · Filed Jul 13, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended May 31,2026
or
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission file number:001-43120
XFLH Capital Corporation
(Exact name of registrant as specified in its charter)
| Cayman Islands | N/A |
|---|---|
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
**8 The Green #6565
Dover, DE,19901
(Address of principal executive offices)
(551)358-2652
(Registrant’s telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Units, each consisting of one Ordinary Share, $0.0001 par value, and one right | XFLHU | New York Stock Exchange |
| Ordinary Shares, $0.0001 par value | XFLH | New York Stock Exchange |
| Rights to receive one-seventh (1/7th) of one Ordinary Share | XFLHR | New York Stock Exchange |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
|---|---|---|---|
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ |
| 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.☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☒ No ☐
As of July 9, 2026, assuming all units have been separated, the registrant had 13,888,303 ordinary shares, $0.0001 par value per share, issued and outstanding.
FORM 10-Q FOR THE QUARTER ENDED MAY 31, 2026
TABLE OF CONTENTS
| Page | |
|---|---|
| Part I. Financial Information | 1 |
| Item 1. Financial Statements | 1 |
| Balance Sheets (Unaudited) | F-1 |
| Statements of Operations (Unaudited) | F-2 |
| Statements of Changes in Shareholders’ Deficit (Unaudited) | F-3 |
| Statements of Cash Flows (Unaudited) | F-4 |
| Notes to Unaudited Financial Statements | F-5 |
| Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations | 2 |
| Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk | 6 |
| Item 4. Controls and Procedures | 6 |
| Part II. Other Information | 7 |
| Item 1. Legal Proceedings | 7 |
| Item 1A. Risk Factors | 7 |
| Item 2. Unregistered Sales of Equity Securities and Use of Proceeds | 7 |
| Item 3. Defaults Upon Senior Securities | 8 |
| Item 4. Mine Safety Disclosures | 8 |
| Item 5. Other Information | 8 |
| Item 6. Exhibits | 8 |
| Part III. Signatures | 9 |
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