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 February 28, 2026

☐ 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 (1/7^th) 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 April 08, 2026, assuming all units have been separated, the registrant had 13,888,303 ordinary shares, $0.0001 par value per share, issued and outstanding.

XFLH CAPITAL CORPORATION

FORM 10-Q FOR THE QUARTER ENDED FEBRUARY 28, 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

Item 1. Financial Statements		Page
Balance Sheets as of February 28, 2026 (Unaudited) and as of August 31, 2025		F-1
Unaudited Statements of Operations and Comprehensive Income and Loss for the six months ended February 28, 2026		F-2
Statements of Changes in Shareholders’ Equity (Deficit) for the six months ended February 28, 2026 (Unaudited) and for the Period from August 12, 2025 (Inception) Through August 31, 2025		F-3
Statements of Cash Flows for the six months ended February 28, 2026 (Unaudited) for the Period from August 12, 2025 (Inception) Through August 31, 2025		F-4
Notes to Unaudited Financial Statements		F-5

	As of
	February 28,			August 31,
	2026			2025
	(Unaudited)			(Audited)
Assets
Current Asset
Cash	$	593,400		$	-
Total Current Asset	$	593,400		$	-

Non-current Assets
Cash held in Trust Account	$	100,112,500		$	-
Deferred offering costs		-			100,000
Total Non-current Assets		100,112,500			100,000
Total Assets	$	100,705,900		$	100,000

Liabilities and Shareholders’ Equity (Deficit)
Current Liabilities
Accrued expenses	$	68,334		$	15,000
Promissory Note - Related party		-			93,511
Due to Sponsor		18,796			-
Over-allotment option liability		127,200			-
Total Current Liabilities	$	214,330		$	108,511
Total Liabilities	$	214,330		$	108,511

Commitments and Contingencies – (see Note 6)
Ordinary shares, $0.0001 par value, 500,000,000 shares authorized, 10,000,000 shares subject to possible redemption		100,112,500			-

Shareholders’ Equity (Deficit)
Ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 4,388,303 and 3,833,333 shares issued and outstanding (excluding 10,000,000 shares subject to possible redemption) as of February 28, 2026 and August 31, 2025, respectively⁽¹⁾⁽²⁾		439			383
Additional paid-in capital		524,817			24,617
Accumulated deficit		(146,186	)		(33,511	)
Total Shareholders’ Equity (Deficit)	$	379,070		$	(8,511	)
Total Liabilities, Ordinary Shares Subject to Possible Redemption and Shareholders’ Equity (Deficit)	$	100,705,900		$	100,000

(1)	Includes an aggregate of up to 500,000 ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 7).
(2)	Shares have been retroactively restated to reflect founder share subscription agreement.

	For the Three Months Ended February 28, 2026			For the Six Months Ended February 28, 2026
	(Unaudited)			(Unaudited)
Formation and operating costs	$	70,301		$	112,675
Loss from Operations	$	(70,301	)	$	(112,675	)
Other income
Interest earned on cash held in Trust Account		112,500			112,500
Income (loss) before income taxes		42,199			(175	)
Income taxes expense		-			-
Net income (loss)		42,199			(175	)

Basic and diluted weighted average shares outstanding, ordinary shares subject to possible redemption		1,777,778			888,889
Basic and diluted net income per ordinary shares subject to possible redemption		0.05			0.10

Basic and diluted weighted average shares outstanding, ordinary shares attributable to XFLH Capital Corporation⁽¹⁾⁽²⁾		3,931,994			3,903,960
Basic and diluted loss, ordinary shares attributable to XFLH Capital Corporation	$	(0.01	)	$	(0.02	)

					Additional						Total Shareholders’
	Ordinary Shares				Paid-in			Accumulated			Equity
	Shares		Amount		Capital			Deficit			(Deficit)
Balance as of August 12, 2025 (Date of incorporation)		-	$	-	$	-		$	-		$	-
Issuance of ordinary shares to Sponsor⁽¹⁾		3,833,333		383		24,617			-			25,000
Net loss		-		-		-			(33,511	)		(33,511	)
Balance as of August 31, 2025		3,833,333	$	383	$	24,617		$	(33,511	)	$	(8,511	)
Net loss		-		-		-			(42,374	)		(42,374	)
Balance as of November 30, 2025 (Unaudited)		3,833,333	$	383	$	24,617		$	(75,885	)	$	(50,885	)
Value allocated to Over-allotment option liability		-		-		(127,200	)		-			(127,200	)
Sale of private placement shares		154,970		16		1,549,684			-			1,549,700
Issuance of representative shares		400,000		40		3,983,960			-			3,984,000
Allocated value of transaction costs to ordinary shares		-		-		(260,031	)		-			(260,031	)
Accretion of ordinary share subject to redemption value		-		-		(4,646,213	)		-			(4,646,213	)
Remeasurement of carrying value to redemption value		-		-		-			(112,500	)		(112,500	)
Net income		-		-		-			42,199			42,199
Balance as of February 28, 2026 (Unaudited)		4,388,303		439		524,817			(146,186	)		379,070

(1)	Excludes an aggregate of up to 500,000 ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 7).
(2)	Shares have been retroactively restated to reflect founder share subscription agreement.

	For the Six Months Ended February 28, 2026			For the Period from August 12, 2025 (Date of Incorporation) To August 31, 2025
	(Unaudited)			(Audited)
Cash Flows from Operating Activities:
Net loss	$	(175	)	$	(33,511	)
Adjustments to reconcile net cash used in operating activities:
Formation and operating costs paid by Sponsor		40,545			18,511
Interest earned on cash held in Trust Account		(112,500	)		-
Changes in operating assets and liabilities
Accrued expenses		53,334			15,000
Due to Sponsor		18,796			15,000
Net cash provided by operating activities		-			-

Cash Flows from Investing Activity:
Investment of cash in Trust Account		(100,000,000	)		-
Net cash used in investing activity		(100,000,000	)		-

Cash Flows from Financing Activities:
Repayment of promissory note payable - related party		(278,496	)		-
Proceeds from sale of public units through public offerings, net of underwriters’ discount		99,500,000			-
Proceeds from ordinary shares issued in private placement		1,549,700			-
Payment of offering costs		(177,804	)		-
Net cash generated by financing activities		100,593,400			-

Net amount in cash		593,400			-
Cash at Beginning of the period/ (date of incorporation)		-			-
Cash at End of the period	$	593,400		$	-

Supplemental Disclosure of Non-cash Activities
Deferred offering costs paid by Sponsor in exchange for issuance of founder shares	$	-		$	25,000
Deferred offering cost paid by Sponsor	$	125,644		$	75,000
Representative shares issued and charged to offering costs	$	3,984,000		$	-
Accretion of ordinary shares subject to redemption value	$	(4,646,213	)	$	-
Offering costs charged to additional paid in capital	$	(260,031	)	$	-
Value allocated to Over-allotment liabilities	$	(127,200	)	$	-

	●	Level 1 - Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment.

	●	Level 2 - Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means.

	●	Level 3 - Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

Gross Proceeds	$	100,000,000
Less:
Proceeds allocated to public rights		(127,200	)
Offering costs allocated to ordinary shares subject to possible redemption		(4,646,213	)
Plus:
Accretion of ordinary shares subject to redemption value		4,773,413
Remeasurement of carrying value to redemption value		112,500
Ordinary shares subject to possible redemption, February 28, 2026	$	100,112,500

	For the Three Months Ended			For the Six Months Ended
	February 28, 2026			February 28, 2026
	(Unaudited)			(Unaudited)
Net income (loss)	$	42,199		$	(175	)
Less: Accretion of redeemable ordinary shares to redemption value		(112,500	)		(112,500	)
Net loss including accretion of redeemable ordinary shares to redemption value	$	(70,301	)	$	(112,675	)

No.		Description of Exhibit
10.1*		Investment Management Trust Agreement among the Company and Continental Stock Transfer & Trust Company, dated as of February 11, 2026
31.1*		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*		Inline XBRL Instance Document
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.SCH*		Inline XBRL Taxonomy Extension Schema Document
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		Inline XBRL Taxonomy Extension Labels Linkbase Document
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104*		Inline XBRL for the cover page of this Quarterly Report on Form 10-Q, included in the Exhibit 101 Inline XBRL Document Set.

*	Filed herewith.
**	Furnished.

	XFLH CAPITAL CORPORATION

Date: April 14, 2026		/s/ Yang Yanzhe
	Name:	Yang Yanzhe
	Title:	Chief Executive Officer (Principal Executive Officer)

Date: April 14, 2026		/s/ Tianshi Yang
	Name:	Tianshi Yang
	Title:	Chief Financial Officer (Principal Financial Officer)

	For the Three Months Ended
	February 28, 2026
	Redeemable Ordinary Share			Non-Redeemable Ordinary Share
	(Unaudited)
Numerators:
Allocation of net loss	$	(21,889	)	$	(48,412	)
Accretion of redeemable ordinary shares to redemption value		112,500			-
Allocation of net income (loss)	$	90,611		$	(48,412	)
Denominators:
Weighted-average ordinary shares outstanding		1,777,778			3,931,994

Basic and diluted earnings (loss) per share	$	0.05		$	(0.01	)

	February 28, 2026		August 31, 2025
	(Unaudited)		(Audited)
Cash and cash equivalents	$	593,400	$	-
Cash held in Trust Account	$	100,112,500	$	-

	For the Three Months Ended February 28, 2026		For the Six Months Ended February 28, 2026
	(Unaudited)		(Unaudited)
Operating expenses	$	70,301	$	112,675
Interest earned on cash held in Trust Account	$	112,500	$	112,500

SEC Form 10-Q filed by XFLH Capital Corporation