SecProbe.io

CORRESP
 1
 filename1.htm

 XFLH CAPITAL CORPORATION

 8 The Green #6565

 Dover, DE, 19901

 January 28 th , 2026

 VIA EDGAR

 Division of Real Estate & Construction

 Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention:

 Ms. Babette Cooper
 Mr. Wilson Lee
 Mr. Benjamin Holt
 Mr. Jeffrey Gabor

 Re:
 XFLH Capital Corporation - Initial Public Offering

 SEC Registration Statement S-1

 (SEC File Number: 333-290588) (the "Registration
Statement")

 Ladies and Gentlemen:

 The Company hereby requests,
pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration of effectiveness of the Registration Statement
so that such Registration Statement will become effective at 5:00 P.M., Washington D.C. time, on January 30, 2026 or as soon thereafter
as practicable.

 The Company hereby acknowledges
that:

 ● Should
the Securities and Exchange Commission (the "Commission") or the Staff, acting as pursuant to delegated authority, declare
the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

 ● The
action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does
not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and

 ● The
Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission
or any person under the federal securities laws of the United States.

 Very truly yours,

 XFLH CAPITAL CORPORATION

 By:
 /s/ Yanzhe Yang

 Name:
 Yanzhe Yang

 Title:
 Chief Executive Officer

 cc:

 Bill Huo, Esq. (via email)

 Michael Goldstein, Esq. (via email)

 Fiona Wu, Esq. (via email)

CORRESP
 1
 filename1.htm

 Maxim Group LLC

 300 Park Ave.,
16th Floor

 New York, NY
10022

 January 28, 2026

 VIA EDGAR

 Securities and
Exchange Commission

 Division of Corporation
Finance

 100 F Street, N.E.

 Washington, D.C.
20549

 RE:
 XFLH Capital Corporation ("Company")

 Registration Statement on Form S-1, as amended

 (File No. 333-290588) (the "Registration Statement")

 Request for Acceleration of Effectiveness

 Ladies and Gentlemen:

 Pursuant
to Rule 461 of the General Rules and Regulations promulgated under the Securities Act of 1933, as amended (the "Securities Act"),
Maxim Group, LLC, as representative of the underwriters of the offering, hereby joins the request of the Company that the effective date
of the above-captioned Registration Statement be accelerated so as to permit it to become effective on Friday, January 30, 2026, at 5:00
p.m., ET, or as soon thereafter as practicable.

 Very truly yours,

 MAXIM GROUP LLC

 By:
 /s/ Ritesh M. Veera

 Name:
 Ritesh M. Veera

 Title:
 Co-Head of Investment Banking

CORRESP
 1
 filename1.htm

 Bill Huo
 Shareholder
 Becker & Poliakoff, P.A.
 45 Broadway, 17 th Floor
 New York, NY 10006
 Email: bhuo@beckerlawyers.com
 Phone: 212 599 3322

 December 5, 2025

 VIA EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 Office of Real Estate and Construction

 100 F Street NE

 Washington, DC 20549

 Attention:
 Ms. Babette Cooper

 Mr. Wilson Lee

 Ms. Isabel Rivera

 Mr. Jeffrey Gabor

 Re:
 XFLH Capital Corporation

 Registration Statement on Form S-1

 Submitted September 29, 2025

 File No. 333-290588

 To the Reviewing Staff Members of the Commission:

 Reference is made to the Staff's
letter dated December 2, 2025, to Mr. Yanzhe Yang, Chief Executive Officer of XFLH Capital Corporation a Cayman Islands company (the
" Company "). On behalf of our client, and as requested by the staff (the " Staff ") of the Securities
and Exchange Commission (the " Commission "), we are providing this letter setting forth our response the comment received
from the Staff regarding the Registration Statement on Form S-1 of the Company filed on September 29, 2025, (the " Registration
Statement ") and amending the Registration Statement to include revised disclosure to address the Staff's comments (" Amendment
No. 1 ").

 For your convenience, we have
set forth the Staff's comments in bold italics, followed by our response, as follows:

 Registration Statement on Form S-1 filed
September 29, 2025

 Cover Page

 1.
 Please revise your compensation tables here and throughout your prospectus to disclose each individual who may receive compensation. In this regard, we note your disclosure in the seventh paragraph regarding payments to be received by your officers and directors. Refer to Items 1602(a)(3) and 1603(a)(6) of Regulation S-K.

 In response to the Staff's
comment, we respectfully note that we have revised our compensation tables on the cover page and throughout the prospectus to include
disclose the compensation in which each individual director and officer may receive. The revisions are made specifically on the cover
page as well as page 5 and page 155.

 Summary, Page 1

 2.
 We note your statement on page 2 that your officers and directors are not required to obtain permissions or approvals from PRC government authorities. Please expand your disclosure to describe the consequences to you and your investors if your officers and directors (i) do not receive or maintain such permissions or approvals, (ii) inadvertently conclude that such permissions or approvals are not required, or (iii) a pplicable laws, regulations, or interpretations change and you are required to obtain such permissions or approvals in the future.

 In response to the Staff's
comment, we respectfully note that we have revised page 2 and page 60 to expand the disclosure of the potential consequences if any of the aforementioned
scenarios happens.

 Dilution, Page 44

 3.
 We note that your calculations assume that you will not issue ordinary shares and convertible equity or debt securities in connection with any additional financing you seek in connection with your initial business combination. Please revise your disclosure to address the likelihood you will need to do so given that you intend to acquire one or more businesses with total enterprise values greater than the net proceeds of your offering and the sale of the private placement units.

 In response to the
Staff's comment, we respectfully note that we have revised page 44 and page 108 to address the likelihood that the Company
would have to issue such securities in the future.

 We believe that our revisions have addressed all of the Staff's
concerns of which we are aware. Should you have additional questions regarding the information contained herein or in the Registration
Statement, please contact the undersigned at Bill Huo, Esq., bhuo@beckerlawyers.com, or Michael Goldstein, Esq. at mgoldstein@beckerlawyers.com
or Fiona Wu, Esq., fwu@beckerlawyers.com.

 Very truly yours,

 By:
 /s/ Bill Huo

 Name:
 Bill Huo

 cc:
 Yanzhe Yang, Chief Executive Officer

 Michael Goldstein, Esq.
 Fiona Wu, Esq.

December 2, 2025
Yanzhe Yang
Chief Executive Officer and Director
XFLH Capital Corporation
8 The Green #6565
Dover, DE 19901
Re:XFLH Capital Corporation
Registration Statement on Form S-1
Filed September 29, 2025
File No. 333-290588
Dear Yanzhe Yang:
            We have conducted a limited review of your registration statement and have the
following comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Registration Statement on Form S-1 filed September 29, 2025
Cover Page
1.Please revise your compensation tables here and throughout your prospectus to
disclose each individual who may receive compensation. In this regard, we note your
disclosure in the seventh paragraph regarding payments to be received by your
officers and directors. Refer to Items 1602(a)(3) and 1603(a)(6) of Regulation S-K.
Summary, page 1
We note your statement on page 2 that your officers and directors are not required to
obtain permissions or approvals from PRC government authorities. Please expand
your disclosure to describe the consequences to you and your investors if your officers
and directors (i) do not receive or maintain such permissions or approvals, (ii)
inadvertently conclude that such permissions or approvals are not required, or (iii) 2.

December 2, 2025
Page 2
applicable laws, regulations, or interpretations change and you are required to obtain
such permissions or approvals in the future.
Dilution, page 44
3.We note that your calculations assume that you will not issue ordinary shares and
convertible equity or debt securities in connection with any additional financing you
seek in connection with your initial business combination. Please revise your
disclosure to address the likelihood you will need to do so given that you intend to
acquire one or more businesses with total enterprise values greater than the net
proceeds of your offering and the sale of the private placement units.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Babette Cooper at 202-551-3396 or Wilson Lee at 202-551-3468 if you
have questions regarding comments on the financial statements and related matters. Please
contact Isabel Rivera at 202-551-3518 or Jeffrey Gabor at 202-551-2544 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Bill Huo, Esq.