XFLH 10-K & 10-Q changes, risk factors and insider trading

The operating costs incurred in the period from August 12, 2025 (inception) to FebruaryMay 28,31, 2026 consist primarily of approximately $146,186$236,819 of professional fees, insurance, costs and fees associated with our financial reporting, listing and other public company costs. We expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting, and auditing compliance), as well as for due diligence expenses related to our initial business combination.

For the three months ended FebruaryMay 28,31, 2026, we had a net income of $42,199, $757,749, which consists of interest earned on cash held in the Trust Account of $112,500,$853,313, offset by operating costs of $70,301.$95,564.

For the sixnine months ended FebruaryMay 28,31, 2026, we had a net lossincome of $175, $762,505, which consists of operating costs of $112,675, offset by interest earned on cash held in the Trust Account of $965,813, which was offset by operating costs of $112,500.$203,308.

We currently believe that we do not need additional capital to satisfy its liquidity needs beyond the net proceeds from the consummation of the IPO and the proceeds held outside of the Trust Account for paying existing accounts payable, identifying and evaluating prospective business combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Initial Business Combination. However, if our estimates of the costs of identifying a target business, undertaking in-depth due diligence and negotiating an initial business combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our initial business combination. Moreover, we may need to obtain additional financing either to complete our initial business combination or because we become obligated to redeem a significant number of our public shares upon completion of our initial business combination, in which case we may issue additional securities or incur debt in connection with such business combination. Our Sponsor, an affiliate of our Sponsor or our officers and directors may, but none of them is obligated to, loan us funds as may be required to fund our working capital requirements. If we complete our initial business combination, we will repay such loaned amounts out of the proceeds of the trust account released to us. In the event that our initial business combination does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from our trust account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into private placement units at a price of $10.00 per unit. Such units would be identical to the private placement units issued to our Sponsor. Except for the foregoing, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. We do not expect to seek loans from parties other than our Sponsor, an affiliate of our Sponsor or our officers and directors, if any, as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account. In addition, if we raise additional funds through equity or convertible debt issuances, our public shareholders may suffer significant dilution, and these securities could have rights that rank senior to our public shares. If we raise additional funds through the incurrence of indebtedness, such indebtedness willwould have rights that are senior to our equity securities and could contain covenants that restrict our operations.

As of FebruaryMay 28,31, 2026, the Company had $593,400$246,742 in cash and cash equivalents held outside of the Trust Account and working capital of $379,070. $415,637. For the three months ended FebruaryMay 28,31, 2026, we had a net income of $42,199,$757,749, which consists of interest earned on cash held in the Trust Account of $853,313, offset by operating costs of $95,564. For the nine months ended May 31, 2026, we had a net income of $762,505, which consists of interest earned on cash held in the Trust Account of $112,500,$965,813, offset by operating costs of $70,301. For$203,308. the six months ended February 28, 2026, we had a net loss of $175, which consists of operating costs of $112,675, offset by interest earned on cash held in the Trust Account of $112,500.TheThe Company has incurred and expects to continue to incur significant professional costs to remain as a publicly traded company and to incur significant transaction costs in pursuit of the consummation of a Business Combination.

We have no obligations, assets or liabilities, which would be considered as off-balance sheet arrangements as of FebruaryMay 28,31, 2026. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

The accompanying unaudited condensed financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). The accompanying unaudited condensed financial statements as of FebruaryMay 28,31, 2026 has been prepared in accordance with U.S. GAAP and the rules of the SEC.

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. The unaudited condensed statements of operations and comprehensive income and loss include a presentation of earnings (loss) per redeemable share and earnings (loss) per non-redeemable share following the two-class method of income per share. In order to determine the net income (loss) attributable to both the redeemable shares and non-redeemable shares, the Company first considered the undistributed income (loss) allocable to both the redeemable shares and non-redeemable shares and the undistributed income (loss) is calculated using the total net income (loss) less any dividends paid. The Company then allocated the undistributed income (loss) ratably based on the weighted average number of shares outstanding between the redeemable and non-redeemable shares. Any remeasurement of the accretion to redemption value of the shares subject to possible redemption was considered to be dividends paid to the public shareholders. For the three months ended FebruaryMay 28,31, 2026, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted income (loss) per share is the same as basic income (loss) per share for the period presented.