SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

ExcelFin SPAC LLC

(Last)

(First)

(Middle)

473 JACKSON ST.

SUITE 300

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/20/2021

3. Issuer Name and Ticker or Trading Symbol
ExcelFin Acquisition Corp. [ XFIN ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Class B common stock	⁽¹⁾	⁽¹⁾	Class A common stock	5,750,000⁽²⁾	⁽¹⁾	D⁽³⁾⁽⁴⁾

Explanation of Responses:

1. Shares of Class B common stock automatically convert into shares of Class A common stock at the time of the Issuer's initial business combination, or earlier at the option of the Reporting Person, on a one-for-one basis, subject to adjustment for share splits, share capitalizations, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date.

2. The shares of Class B common stock reported on this Form 3 include up to 750,000 shares that are subject to forfeiture to the extent the underwriters of the initial public offering of the Issuer's securities do not exercise in full their over-allotment option as described in the Issuer's registration statement on Form S-1 (File No. 333-260038).

3. Fin VC Constellation, LLC ("FVC") and Grand Fortune Capital, LLC ("GFC") are the managers of the Reporting Person. FVC owns 12.5% of the membership interests in the Reporting Person and GFC owns 87.5% of the membership interests in the Reporting Person. As such, FVC and GFC may be deemed to have beneficial ownership over the number of shares of Class B common stock held directly by the Reporting Person corresponding to their membership interests in the Reporting Person. Each of the Reporting Person, FVC and GFC disclaim any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein.

4. Grand Fortune Capital (HK) Company Ltd. ("GFCHK") controls GFC and is managed by a board of managers ("GFCHK Board") consisting of three managers. Any action by GFC with respect to shares of Class B common stock held directly by the Reporting Person, including voting and dispositive decisions, requires at least a majority vote of the managers of the GFCHK Board. Each manager of the GFCHK Board disclaims beneficial ownership of the shares held by GFC.

Remarks:

At the current time, GFC and GFCHK do not have the necessary SEC filing codes. GFC and GFCHK are currently obtaining the necessary SEC filing codes and upon receipt will file an amended Form.

	ExcelFin SPAC LLC, By: Fin VC Constellation, LLC, its Managing Member, By: Fin Venture Capital Management, LLC, its Managing Member, By: Logan Allin, its Managing Member /s/ Logan Allin	10/20/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.