XFLH Capital Corp Sample Contracts
XFLH CAPITAL CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • February 17th, 2026 • XFLH Capital Corp • Blank checks • New York
XFLH Capital Corporation, a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with Maxim Group LLC (the “Representative” or “Maxim”), as representative of the several underwriters named on Schedule A hereto (the “Underwriters” or, each underwriter individually, an “Underwriter”), as follows:
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 17th, 2026 • XFLH Capital Corp • Blank checks
XFLH CAPITAL CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • January 26th, 2026 • XFLH Capital Corp • Blank checks • New York
XFLH Capital Corporation, a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with Maxim Group LLC (the “Representative” or “Maxim”), as representative of the several underwriters named on Schedule A hereto (the “Underwriters” or, each underwriter individually, an “Underwriter”), as follows:
XFLH CAPITAL CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • December 23rd, 2025 • XFLH Capital Corp • Blank checks • New York
XFLH Capital Corporation, a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with Maxim Group LLC (the “Representative” or “Maxim”), as representative of the several underwriters named on Schedule A hereto (the “Underwriters” or, each underwriter individually, an “Underwriter”), as follows:
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 23rd, 2025 • XFLH Capital Corp • Blank checks
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 26th, 2026 • XFLH Capital Corp • Blank checks
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • April 14th, 2026 • XFLH Capital Corp • Blank checks
RIGHTS AGREEMENTRights Agreement • February 17th, 2026 • XFLH Capital Corp • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of February 11, 2026 between XFLH Capital Corporation, a Cayman Islands company with its principal executive offices at 8 The Green #6565, Dover, DE, 19901 (the “Company”) and Continental Stock Transfer & Trust Company, a New York company, with offices at 1 State Street, 30th Floor, New York, NY 10004 (the “Rights Agent”).
XFLH CAPITAL CORPORATION PRIVATE PLACEMENT UNIT SUBSCRIPTION AGREEMENTPrivate Placement Unit Subscription Agreement • February 17th, 2026 • XFLH Capital Corp • Blank checks • New York
This PRIVATE PLACEMENT UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of this February 11, 2026, by and between XFLH Capital Corporation, a Cayman Islands exempted company (the “Company”), having its principal place of business at 8 The Green #6565, Dover, DE, 19901 and XFLH Holdings Limited, a British Virgin Islands company (the “Purchaser”).
XFLH CAPITAL CORPORATION REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 26th, 2026 • XFLH Capital Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the [*]st day of [*] 2026, by and among XFLH Capital Corporation, a Cayman Islands exempted company (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
XFLH CAPITAL CORPORATION REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 17th, 2026 • XFLH Capital Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 11th day of February 2026, by and among XFLH Capital Corporation, a Cayman Islands exempted company (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
RIGHTS AGREEMENTRights Agreement • January 26th, 2026 • XFLH Capital Corp • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of [*], 2026 between XFLH Capital Corporation, a Cayman Islands company with its principal executive offices at 8 The Green #6565, Dover, DE, 19901 (the “Company”) and Continental Stock Transfer & Trust Company, a New York company, with offices at 1 State Street, 30th Floor, New York, NY 10004 (the “Rights Agent”).
XFLH CAPITAL CORPORATIONREGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 23rd, 2025 • XFLH Capital Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the [*]st day of [*] 2026, by and among XFLH Capital Corporation, a Cayman Islands exempted company (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
INDEMNITY AGREEMENTIndemnification Agreement • December 23rd, 2025 • XFLH Capital Corp • Blank checks
NOW, THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of the letter agreement dated as of [*], 2026 between the Company and Indemnitee pursuant to the Underwriting Agreement between the Company and the representative of the underwriters in connection with the Company’s initial public offering, the Company and Indemnitee do hereby covenant and agree as follows:
INDEMNITY AGREEMENTIndemnification Agreement • February 17th, 2026 • XFLH Capital Corp • Blank checks
NOW, THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of the letter agreement dated as of February 11, 2026 between the Company and Indemnitee pursuant to the Underwriting Agreement between the Company and the representative of the underwriters in connection with the Company’s initial public offering, the Company and Indemnitee do hereby covenant and agree as follows:
PRIVATE PLACEMENT UNIT SUBSCRIPTION AGREEMENTPrivate Placement Unit Subscription Agreement • January 26th, 2026 • XFLH Capital Corp • Blank checks • New York
This PRIVATE PLACEMENT UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of this ____, 2026, by and between XFLH Capital Corporation, a Cayman Islands exempted company (the “Company”), having its principal place of business at 8 The Green #6565, Dover, DE, 19901 and XFLH Holdings Limited, a British Virgin Islands company (the “Purchaser”).
ADMINISTRATIVE SERVICES AGREEMENT XFLH Capital CorporationAdministrative Services Agreement • December 23rd, 2025 • XFLH Capital Corp • Blank checks
This letter agreement will confirm our mutual agreement that, commencing on the first date (the “Effective Date”) that any securities of XFLH Capital Corporation (the “Company”) registered on the Company’s registration statement (the “Registration Statement”) for its initial public offering (the “IPO”) are listed on the Nasdaq Global Market, and continuing until the earlier of (i) the consummation by the Company of an initial business combination and (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), XFLH Holdings Limited (“XFLH Holdings ”) shall make available to the Company certain office space, utilities and secretarial and administrative services as may be required by the Company from time to time, situated at 8 The Green #6565, Dover, DE, 19901 (or any successor location). In exchange therefor, the Company shall pay XFLH Holdings the sum of $10,000 per month on the Effectiv
XFLH Capital Corporation Dover, DE, 19901Securities Subscription Agreement • September 29th, 2025 • XFLH Capital Corp • New York
XFLH Capital Corporation, a Cayman Islands exempt company (the “Company”), is pleased to accept the offer that XFLH Holdings Limited, a British Virgin Islands business company (the “Subscriber” or “you”), has made to subscribe for and purchase 1,725,000 ordinary shares (the “Shares”), par value $0.0001 per share (the “Ordinary Shares”), up to 225,000 of which are subject to complete or partial forfeiture by you if the underwriters of the Company’s initial public offering (“IPO”) of units (“Units”) do not fully exercise their over-allotment option (the “Over-allotment Option”). The terms (this “Agreement”) on which the Company is willing to sell the Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Shares, are as follows:
XFLH Capital Corporation 8 The Green #6565 Dover, DE, 19901 Maxim Group LLCUnderwriting Agreement • February 17th, 2026 • XFLH Capital Corp • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between XFLH Capital Corporation, a Cayman Islands exempted company (the “Company”), and Maxim Group LLC, as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 10,000,000 of the Company’s units (including up to 1,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and a right (“Right”) to receive 1/7th of an Ordinary Share. The Units shall be sold in the Public Offering pursuant to a registration statement on Form S-1 (File No. 333-290588) and prospectus (the “Prospectus”) filed by the Company with the Securities and Exchange C
PRIVATE PLACEMENT UNIT SUBSCRIPTION AGREEMENTPrivate Placement Unit Subscription Agreement • December 23rd, 2025 • XFLH Capital Corp • Blank checks • New York
This PRIVATE PLACEMENT UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of this ____, 2026, by and between XFLH Capital Corporation, a Cayman Islands exempted company (the “Company”), having its principal place of business at 8 The Green #6565, Dover, DE, 19901 and XFLH Holdings Limited, a British Virgin Islands company (the “Purchaser”).
XFLH Capital Corporation 8 The Green #6565 Dover, DE, 19901 Maxim Group LLCLetter Agreement • January 26th, 2026 • XFLH Capital Corp • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between XFLH Capital Corporation, a Cayman Islands exempted company (the “Company”), and Maxim Group LLC, as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 10,000,000 of the Company’s units (including up to 1,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and a right (“Right”) to receive 1/7th of an Ordinary Share. The Units shall be sold in the Public Offering pursuant to a registration statement on Form S-1 (File No. 333-290588) and prospectus (the “Prospectus”) filed by the Company with the Securities and Exchange C
RIGHTS AGREEMENTRights Agreement • December 23rd, 2025 • XFLH Capital Corp • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of [*], 2026 between XFLH Capital Corporation, a Cayman Islands company with its principal executive offices at 8 The Green #6565, Dover, DE, 19901 (the “Company”) and Continental Stock Transfer & Trust Company, a New York company, with offices at 1 State Street, 30th Floor, New York, NY 10004 (the “Rights Agent”).
ADMINISTRATIVE SERVICES AGREEMENT XFLH Capital CorporationAdministrative Services Agreement • January 26th, 2026 • XFLH Capital Corp • Blank checks
This letter agreement will confirm our mutual agreement that, commencing on the first date (the “Effective Date”) that any securities of XFLH Capital Corporation (the “Company”) registered on the Company’s registration statement (the “Registration Statement”) for its initial public offering (the “IPO”) are listed on the New York Stock Exchange, and continuing until the earlier of (i) the consummation by the Company of an initial business combination and (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), XFLH Holdings Limited (“XFLH Holdings ”) shall make available to the Company certain office space, utilities and secretarial and administrative services as may be required by the Company from time to time, situated at 8 The Green #6565, Dover, DE, 19901 (or any successor location). In exchange therefor, the Company shall pay XFLH Holdings the sum of $10,000 per month on the Effec
ADMINISTRATIVE SERVICES AGREEMENT XFLH Capital CorporationAdministrative Services Agreement • February 17th, 2026 • XFLH Capital Corp • Blank checks
This letter agreement will confirm our mutual agreement that, commencing on the first date (the “Effective Date”) that any securities of XFLH Capital Corporation (the “Company”) registered on the Company’s registration statement (the “Registration Statement”) for its initial public offering (the “IPO”) are listed on the New York Stock Exchange, and continuing until the earlier of (i) the consummation by the Company of an initial business combination and (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), XFLH Holdings Limited (“XFLH Holdings “) shall make available to the Company certain office space, utilities and secretarial and administrative services as may be required by the Company from time to time, situated at 8 The Green #6565, Dover, DE, 19901 (or any successor location). In exchange therefor, the Company shall pay XFLH Holdings the sum of $10,000 per month on the Effec
XFLH Capital Corporation Dover, DE 19901Securities Subscription Agreement • January 26th, 2026 • XFLH Capital Corp • Blank checks • New York
This Amended and Restated Securities Subscription Agreement (this “Agreement”) is dated as of January 24, 2026 (the “Effective Date”) and entered into by and between XFLH Capital Corporation, a Cayman Islands exempted company (the “Company”), and XFLH Holdings Limited, a British Virgin Islands business company (the “Subscriber” or “you”) (each, a “Party” and collectively, the “Parties”), and hereby amends and restates (i) that certain Securities Subscription Agreement entered into between the Parties as of August 21, 2025 (the “Original Agreement”), pursuant to the following terms and conditions.
XFLH Capital Corporation 8 The Green #6565 Dover, DE, 19901 Maxim Group LLCLetter Agreement • December 23rd, 2025 • XFLH Capital Corp • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between XFLH Capital Corporation, a Cayman Islands exempted company (the “Company”), and Maxim Group LLC, as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 6,000,000 of the Company’s units (including up to 900,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and a right (“Right”) to receive 1/7th of an Ordinary Share. The Units shall be sold in the Public Offering pursuant to a registration statement on Form S-1 (File No. 333-290588) and prospectus (the “Prospectus”) filed by the Company with the Securities and Exchange Comm