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(Incorporated in the Cayman Islands)
We intend to focus our search initially on target businesses operating in Asia. We may consummate a business combination with an entity located in the People’s Republic of China (including Hong Kong and Macau) (the “PRC” or “China”).
Our focus will be on acquiring a middle-market growth business (or more than one business in this category) with a total enterprise value between $200 million and $400 million.
We will not consider or undertake an initial business combination with any target company the financial statements of which are audited by an accounting firm that the United States Public Company Accounting Oversight Board (the “PCAOB”) is unable to inspect for two consecutive years.
Yanzhe Yang has served as our CEO and a director since September 2025. Yanzhe Yang has served as the CEO and founder of Aorui Health Management Co., Ltd. since December 2024. Mr. Yang has multiple years of experience in strategic investment, corporate consulting, and market management.
Tianshi Yang has served as our CFO since September 2025. Mr. Tianshi Yang has more than 12 years of experience in finance as well as management experience in four Nasdaq-listed companies – SunCar Technology Group Inc. (Nasdaq: SDA); TD Holdings, Inc. (NASDAQ: GLG); Aesthetic Medical International Holdings Group Limited (NASDAQ: AIH), and Meten EdtechX Education Group Ltd. (NASDAQ: METX).
The majority of our executive officers and directors are located in or have significant ties to China:
– Yanzhe Yang, our CEO and a director, holds Chinese citizenship and resides in China;
– Tianshi Yang, our CFO, holds Chinese citizenship and resides in China.
– Heung Ming Henry Wong, our independent director nominee, holds Hong Kong citizenship and resides in Hong Kong;
– Chennong Huang, our independent director nominee, holds Chinese citizenship and resides in China, and
– Jonathan Yee Fung Cheng, our independent director nominee, holds Hong Kong citizenship and resides in Hong Kong.
As a result, it may be difficult for investors to effect service of process within the United States on our company, executive officers and directors, or enforce judgments obtained in the United States courts against our company, executive officers and directors. (From the prospectus)
(Note: XFLH Capital Corp. filed its S-1 for its SPAC IPO on Sept. 29, 2025, and disclosed the terms: 6 million units at $10.00 each to raise $60 million. Each unit consists of one ordinary share and one right to receive one-seventh (1/7) of an ordinary share upon the consummation of an initial business combination, so you must hold rights in multiples of seven (7) in order to receive shares for all of your rights upon closing of a business combination, as described in more detail in this prospectus).
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