XFLH Capital Corp 10-Q Summary: Quarter Ended May 31, 2026
Business Context and Reporting Period
XFLH Capital Corporation is a Cayman Islands-incorporated blank check company (SPAC) formed on August 12, 2025, for the purpose of effecting a business combination. The company is an emerging growth company and a smaller reporting company. This report covers the quarterly period ended May 31, 2026, and the nine-month period from inception through that date. The company consummated its Initial Public Offering (IPO) on February 13, 2026, and has not yet commenced any operating business activities.
Key Financial Metrics
| Metric | Value (USD) |
|---|---|
| Total Assets | $101,412,657 |
| Cash Held in Trust Account | $100,965,813 |
| Cash Outside Trust (Working Capital) | $246,742 |
| Total Liabilities | $31,207 |
| Net Income (3 Months Ended May 31, 2026) | $757,749 |
| Net Income (9 Months Ended May 31, 2026) | $762,505 |
| Operating Costs (3 Months) | $95,564 |
| Operating Costs (9 Months) | $203,308 |
| Interest Income (Trust Account) | $965,813 (9 Months) |
| Shares Outstanding (Public) | 10,000,000 |
| Shares Outstanding (Sponsor/Private) | 3,333,333 |
Material Changes vs. Prior Period
- IPO Completion: The company transitioned from a pre-IPO shell to a public entity in February 2026, raising $100,000,000 in gross proceeds from the sale of 10,000,000 units.
- Trust Account Funding: Cash held in the Trust Account increased from $0 to approximately $100.97 million, reflecting the IPO proceeds plus accrued interest.
- Over-Allotment Expiration: The underwriters' 45-day over-allotment option expired on March 30, 2026, without exercise. Consequently, 500,000 Founder Shares held by the Sponsor were forfeited.
- Debt Repayment: A promissory note of $93,511 outstanding as of August 31, 2025, was fully repaid in connection with the IPO closing.
- Profitability: The company reported a net income for the quarter and nine-month period, driven primarily by interest income earned on the Trust Account, offsetting formation and operating costs.
Outlook, Risks, and Management Commentary
- Business Combination Deadline: The company has 15 months from the IPO closing date (February 13, 2026) to complete an initial business combination. If unsuccessful, the company will liquidate and redeem public shares.
- Liquidity: Management believes the $246,742 in cash outside the Trust Account is sufficient to meet working capital needs for one year. The company incurs a monthly administrative fee of $10,000 to the Sponsor.
- Risks: Key risks include the inability to complete a business combination within the 15-month window, potential dilution from future financing, and the risk that the Trust Account funds may be subject to creditor claims (though the Sponsor has agreed to indemnify the Trust Account against certain claims).
- Unusual Items: The company issued 400,000 "Representative Shares" to the underwriter as part of the underwriting compensation, valued at approximately $3,984,000.
Investor Verification Checklist
- Trust Account Balance: Verify the current balance of the Trust Account ($100,965,813) against the number of public shares to confirm the per-share redemption value.
- Extension Provisions: Review the company's charter for specific terms regarding shareholder approval required to extend the 15-month combination period.
- Founder Share Forfeiture: Confirm the impact of the 500,000 forfeited Founder Shares on the Sponsor's ownership percentage and voting control.
- Administrative Fees: Monitor the monthly $10,000 administrative fee payments to the Sponsor and their impact on the working capital outside the Trust Account.
- Representative Shares Lock-up: Note that the 400,000 Representative Shares issued to the underwriter are subject to a 180-day lock-up period.