UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant x
Filed by a Party other than the Registrant ¨
Check the appropriate box:
| ¨ | Preliminary Proxy Statement |
| ¨ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ¨ | Definitive Proxy Statement |
| x | Definitive Additional Materials |
| ¨ | Soliciting Material Pursuant to Section 240.14a-12 |
EXCELFIN ACQUISITION CORP.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| x | No fee required. |
| ¨ | Fee paid previously with preliminary materials |
| ¨ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): April 22, 2024
ExcelFin Acquisition Corp.
(Exact name of registrant as specified in its charter)
| Delaware | 001-40933 | 86-2933776 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
100 Kingsley Park Dr Fort Mill, South Carolina |
29715 | |
| (Address of principal executive offices) | (Zip Code) |
(917) 209-8581
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
| Title of each class | Trading Symbol(s) |
Name of each exchange on which registered | ||
| Units, each consisting of one share of Class A common stock and one-half of one redeemable warrant | XFINU | The Nasdaq Stock Market | ||
| Class A common stock, par value $0.0001 per share | XFIN | The Nasdaq Stock Market | ||
| Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 | XFINW | The Nasdaq Stock Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 8.01 | Other Events. |
On April 22, 2024, ExcelFin Acquisition Corp., a Delaware corporation (“we”, “us”, “our”, or the “Company”), issued a press release announcing that the special meeting of the stockholders of the Company originally scheduled for April 18, 2024 (the “Special Meeting”) has been postponed to 10:00 a.m. Eastern time on April 25, 2024. The Company has previously called and provided a notice of the Special Meeting to consider and vote upon the matters described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission (the “SEC”) on March 22, 2024 (as amended on April 11, 2024, the “Proxy Statement”). At the Special Meeting, stockholders will be asked to vote to amend the Company’s amended and restated certificate of incorporation (the “Charter”) pursuant to a third amendment to the Charter in the form set forth in Exhibit 3.1 to this Form 8-K (the “Extension Amendment” and such proposal, the “Extension Amendment Proposal”) to extend the date by which the Company must effectuate an initial business combination (“initial business combination”) from April 25, 2024 (the “Termination Date”) to July 25, 2024, comprised of three one-month extensions (each an “Extension”), for a total of three months after the Termination Date. Defined terms used but not defined herein have the meanings set forth in the Proxy Statement.
In connection with the Special Meeting, as of April 19, 2024, the Company had received requests to redeem 881,205 public shares. Holders of 1,320,328 public shares have not submitted requests for redemption.
As previously announced, if the Extension Amendment Proposal is approved, in connection with each Extension, the Company or ExcelFin SPAC LLC, the Company’s sponsor (the “Sponsor”) (or its affiliates or permitted designees) agreed to deposit into the trust account for each of the three one-month Extensions the lesser of (x) $50,000 or (y) $0.02 for each unredeemed public share (the “Extension Payment”) until July 25, 2024 (assuming the Company’s business combination has not occurred) in exchange for a non-interest bearing, unsecured promissory note payable upon consummation of a business combination. The Company has agreed to increase the amount of the Extension Payment payable upon each Extension from the lesser of (x) $50,000 or (y) $0.02 for each unredeemed public share to $0.025 per unredeemed public share.
The record date for the stockholders to vote at the Special Meeting remains the close of business on March 20, 2024 (the “Record Date”). Stockholders who have previously submitted their proxy or otherwise voted should vote again.
You may vote again or change your vote by sending a later-dated, signed proxy card to the Company at ExcelFin Acquisition Corp., 100 Kingsley Park Dr, Fort Mill, South Carolina 29715, so that it is received prior to the Special Meeting or by attending the Special Meeting in person and voting (including by virtual means as provided below). You also may revoke your proxy by sending a notice of revocation to the same address, which must be received by the Company prior to the Special Meeting.
As a result of this change, the Special Meeting will now be held at 10:00 a.m., Eastern Time, on April 25, 2024, exclusively via live webcast at https://web.lumiconnect.com/276796335. You will need the passcode “excelfin2024” and the 16-digit meeting control number that is printed on your proxy card to enter the Special Meeting. Also as a result of this change, the date and time by which stockholders seeking to exercise redemption rights must tender their public shares physically or electronically and submit a request in writing that the Company redeem their public shares for cash to the Company’s transfer agent, Equinity Trust Company, LLC, is being extended to 5:00 p.m., Eastern Time, on April 23, 2024.
About ExcelFin Acquisition Corp.
ExcelFin Acquisition Corp. is blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.
On June 26, 2026, we entered into a Business Combination Agreement (“Business Combination Agreement”) with Betters Medical Investment Holdings Limited, a Cayman Islands exempted company (“Baird Medical”), Tycoon Choice Global Limited, a business company limited by shares incorporated under the laws of the British Virgin Islands and a wholly owned subsidiary of Baird Medical (“Tycoon”), Baird Medical Investment Holdings Limited, a Cayman Islands exempted company and a wholly owned subsidiary of Baird Medical (“PubCo”), Betters Medical Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of PubCo (“Merger Sub”) (as it may be amended from time to time, the “Business Combination Agreement”). The transactions contemplated by the Business Combination Agreement we refer to herein as the “Business Combination.”
We are not asking you to vote on the Business Combination at the Special Meeting. The Business Combination will be submitted to stockholders of the Company for their consideration. On August 21, 2023, PubCo filed a Registration Statement on Form F-4 with the Securities and Exchange Commission (“SEC”), which includes preliminary proxy statement and a definitive proxy statement, to be distributed to the Company’s stockholders in connection with the Company’s solicitation for proxies for the vote by the Company’s stockholders in connection with the Business Combination and other matters as described in the definitive proxy statement. After the Registration Statement on Form F-4 has been declared effective, the Company will mail a definitive proxy statement and other relevant documents to its stockholders as of the record date established for voting on the Business Combination. The Company’s stockholders and other interested persons are advised to read the preliminary proxy statement and any amendments thereto and, once available, the definitive proxy statement, in connection with the Company’s solicitation of proxies for its special meeting of stockholders to be held to approve, among other things, the Business Combination, because these documents will contain important information about the Company and the Business Combination. Stockholders may also obtain a copy of the preliminary or definitive proxy statement, once available, as well as other documents filed with the SEC regarding the Business Combination and other documents filed with the SEC by the Company, without charge, at the SEC’s website located at www.sec.gov.
Additional Information and Where to Find It
The definitive proxy statement for the extension of the initial business combination deadline has been mailed to the Company’s stockholders. INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER RELEVANT MATERIALS BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY. Investors and security holders may obtain free copies of these documents and other documents filed with the SEC at the SEC’s web site at www.sec.gov. In addition, the documents filed by the Company with the SEC may be obtained free of charge by contacting Company at 100 Kingsley Park Dr., Fort Mill, South Carolina 29715. If you have questions about the proposals or if you need additional copies of the Proxy Statement you should contact our proxy solicitor:
Morrow Sodali LLC
333 Ludlow Street, 5th Floor, South Tower
Stamford, Connecticut 06902
Stockholders may call toll-free: (800) 662-5200
Banks and Brokerage Firms, please call: (203) 658-9400
Email: xfin.info@investor.morrowsodali.com
Participants in the Solicitation
The Company and its sponsor, officers and directors may be deemed to be participants in the solicitation of proxies from Company stockholders. Information about Company’s sponsor, officers and directors and their ownership of Company common stock is set forth in the proxy statement for Company’s Special Meeting of Stockholders, which was filed with the SEC on March 22, 2024, and in Company’s Annual Report on Form 10-K for the year ended December 31, 2023, which was filed with the SEC on March 14, 2024. Investors and security holders may obtain more detailed information regarding the direct and indirect interests of the participants in the solicitation of proxies in connection with the transaction by reading the preliminary and definitive proxy statements regarding the transaction, which were filed by the Company with the SEC.
Non-Solicitation
This Current Report on Form 8-K is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Special Meeting shall not constitute an offer to sell or a solicitation of an offer to buy the securities of the Company, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
The following exhibit is filed herewith:
| Exhibit No. |
Description of Exhibits | |
| 3.1 | Proposed Amendment to Third Amended Certificate of Incorporation of ExcelFin Acquisition Corp. | |
| 99.1 | Press Release, dated April 22, 2024. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ExcelFin Acquisition Corp. | ||
| Date: April 22, 2024 | By: | /s/ Joe Ragan |
| Name: | Joe Ragan | |
| Title: | Chief Executive Officer & Chief Financial Officer | |
Exhibit 3.1
PROPOSED THIRD AMENDMENT TO THE
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
EXCELFIN ACQUISITION CORP.
ExcelFin Acquisition Corp. (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, does hereby certify as follows:
1. The name of the Corporation is “ExcelFin Acquisition Corp.” The original certificate of incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on March 15, 2021 (the “Original Certificate”). An Amended and Restated Certificate of Incorporation, which both amended and restated the provisions of the Original Certificate, was filed in the office of the Secretary of State of the State of Delaware on October 20, 2021 (the “Amended and Restated Certificate of Incorporation”).
2. This third amendment (the “Third Amendment”) to the Amended and Restated Certificate of Incorporation amends the Amended and Restated Certificate of Incorporation of the Corporation.
3. This Third Amendment to the Amended and Restated Certificate of Incorporation was duly adopted by the affirmative vote of the holders of at least a majority of the stock entitled to vote at a meeting of stockholders in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware (the “DGCL”).
4. The text of the second sentence of Section 9.1(b) of Article IX is hereby amended to read as follows:
Except for the withdrawal of interest to pay taxes, none of the funds held in the Trust Account (including the interest earned on the funds held in the Trust Account) will be released from the Trust Account until the earliest of (i) the completion of the initial Business Combination, (ii) the redemption of 100% of the Offering Shares (as defined below) if the Corporation is unable to complete its initial Business Combination by the Termination Date (as defined below), including any extension thereof, and (iii) the redemption of Offering Shares in connection with a vote seeking to amend any provisions of this Amended and Restated Certificate (A) to modify the substance or timing of the Corporation’s obligation to allow redemption in connection with the Corporation’s initial Business Combination or to redeem 100% of the Offering Shares if the Corporation has not consummated an initial Business Combination by July 25, 2024 or (B) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity (as described in Section 9.7).
5. The text of Section 9.2(a) of Article IX is hereby amended to delete the following language from the end of the first sentence thereof:
; provided, however, that the Corporation shall not redeem Offering Shares to the extent that such redemption would result in the Corporation having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (or any successor rule)) of less than $5,000,001 (such limitation hereinafter called the “Redemption Limitation”)
6. The text of Section 9.2(d) of Article IX is hereby amended to read as follows:
(d) In the event that the Corporation has not consummated an initial Business Combination by April 25, 2024 (the “Termination Date”), the Corporation may extend the Termination Date until up to July 25, 2024, comprised of three one-month extensions (each an “Extension”), for a total of three months after the Termination Date; provided that there has been deposited into the trust account before the Termination Date or the end of the immediately preceding extension, as applicable, for each of the three one-month extensions $0.025 for each then outstanding public share until July 25, 2024 (assuming the Corporation’s business combination has not occurred) in exchange for a non-interest bearing, unsecured promissory note payable upon consummation of a business combination. In the event that the Corporation has not consummated an initial Business Combination by the Termination Date, including any extension thereof, the Corporation shall (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available funds therefor, redeem 100% of the Offering Shares in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including interest (net of taxes payable, and less up to $100,000 of such net interest to pay dissolution expenses), by (B) the total number of then outstanding Offering Shares, which redemption will completely extinguish rights of the Public Stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Board in accordance with applicable law, dissolve and liquidate, subject in each case to the Corporation’s obligations under the DGCL to provide for claims of creditors and other requirements of applicable law.
7. Section 9.2(e) and Section 9.2(f) of Article IX are hereby amended to delete those sections in their entirety.
8. The text of Section 9.7 of Article IX is hereby amended to read as follows:
Section 9.7 Additional Redemption Rights. If, in accordance with Section 9.1(a), any amendment is made to this Amended and Restated Certificate (A) to modify the substance or timing of the Corporation’s obligation to allow redemption in connection with the Corporation’s initial Business Combination or to redeem 100% of the Offering Shares if the Corporation has not consummated an initial Business Combination by the Termination Date, including any extension thereof, or (B) with respect to any other provision herein relating to stockholder’s rights or pre-initial Business Combination activity, the Public Stockholders shall be provided with the opportunity to redeem their Offering Shares upon the approval of any such amendment, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (net of taxes payable), divided by the number of then outstanding Offering Shares.
IN WITNESS WHEREOF, ExcelFin Acquisition Corp. has caused this Third Amendment to be duly executed in its name and on its behalf by an authorized officer as of this day of , 2024.
EXCELFIN ACQUISITION CORP.
| By: | ||
| Name: | ||
| Title: |
Exhibit 99.1
FOR IMMEDIATE RELEASE
ExcelFin Acquisition Corp. Announces Increase in Extension Payment
New York, NY, April 22, 2024– ExcelFin Acquisition Corp. (“we”, “us”, “our”, or the “Company”), today announced that the special meeting of the stockholders of the Company originally scheduled for April 18, 2024 (the “Special Meeting”) has been postponed to 10:00 a.m. Eastern time on April 25, 2024. The Company has previously called and provided a notice of the Special Meeting to consider and vote upon the matters described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission (the “SEC”) on March 22, 2024 (as amended on April 11, 2024, the “Proxy Statement”). At the Special Meeting, stockholders will be asked to vote to amend the Company’s amended and restated certificate of incorporation (the “Charter”) pursuant to a third amendment to the Charter in the form previously provided (the “Extension Amendment” and such proposal, the “Extension Amendment Proposal”) to extend the date by which the Company must effectuate an initial business combination (“initial business combination”) from April 25, 2024 (the “Termination Date”) to July 25, 2024, comprised of three one-month extensions (each an “Extension”), for a total of three months after the Termination Date. Defined terms used but not defined herein have the meanings set forth in the Proxy Statement.
In connection with the Special Meeting, as of April 19, 2024, the Company had received requests to redeem 881,205 public shares. Holders of 1,320,328 public shares have not submitted requests for redemption.
As previously announced, if the Extension Amendment Proposal is approved, in connection with each Extension, the Company or ExcelFin SPAC LLC, the Company’s sponsor (the “Sponsor”) (or its affiliates or permitted designees) agreed to deposit into the trust account for each of the three one-month Extensions the lesser of (x) $50,000 or (y) $0.02 for each unredeemed public share (the “Extension Payment”) until July 25, 2024 (assuming the Company’s business combination has not occurred) in exchange for a non-interest bearing, unsecured promissory note payable upon consummation of a business combination. The Company has agreed to increase the amount of the Extension Payment payable upon each Extension from the lesser of (x) $50,000 or (y) $0.02 for each unredeemed public share to $0.025 per unredeemed public share.
The record date for the stockholders to vote at the Special Meeting remains the close of business on March 20, 2024 (the “Record Date”). Stockholders who have previously submitted their proxy or otherwise voted should vote again.
You may vote again or change your vote by sending a later-dated, signed proxy card to the Company at ExcelFin Acquisition Corp., 100 Kingsley Park Dr, Fort Mill, South Carolina 29715, so that it is received prior to the Special Meeting or by attending the Special Meeting in person and voting (including by virtual means as provided below). You also may revoke your proxy by sending a notice of revocation to the same address, which must be received by the Company prior to the Special Meeting.
As a result of this change, the Special Meeting will now be held at 10:00 a.m., Eastern Time, on April 25, 2024, exclusively via live webcast at https://web.lumiconnect.com/276796335. You will need the passcode “excelfin2024” and the 16-digit meeting control number that is printed on your proxy card to enter the Special Meeting. Also as a result of this change, the date and time by which stockholders seeking to exercise redemption rights must tender their public shares physically or electronically and submit a request in writing that the Company redeem their public shares for cash to the Company’s transfer agent, Equinity Trust Company, LLC, is being extended to 5:00 p.m., Eastern Time, on April 23, 2024.
About ExcelFin Acquisition Corp.
ExcelFin Acquisition Corp. is blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.
Additional Information and Where to Find It
The definitive proxy statement has been mailed to the Company’s stockholders. INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER RELEVANT MATERIALS BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY. Investors and security holders may obtain free copies of these documents and other documents filed with the SEC at the SEC’s web site at www.sec.gov. In addition, the documents filed by Company with the SEC may be obtained free of charge by contacting Company at 100 Kingsley Park Dr., Fort Mill, South Carolina 29715. If you have questions about the proposals or if you need additional copies of the Proxy Statement you should contact our proxy solicitor:
Morrow Sodali LLC
333 Ludlow Street, 5th Floor, South Tower
Stamford, Connecticut 06902
Stockholders may call toll-free: (800) 662-5200
Banks and Brokerage Firms, please call: (203) 658-9400
Email: xfin.info@investor.morrowsodali.com
Participants in the Solicitation
Company and its sponsor, officers and directors may be deemed to be participants in the solicitation of proxies from Company stockholders. Information about Company’s sponsor, officers and directors and their ownership of Company common stock is set forth in the proxy statement for Company’s Special Meeting of Stockholders, which was filed with the SEC on March 22, 2024, and in Company’s Annual Report on Form 10-K for the year ended December 31, 2023, which was filed with the SEC on March 14, 2024. Investors and security holders may obtain more detailed information regarding the direct and indirect interests of the participants in the solicitation of proxies in connection with the transaction by reading the preliminary and definitive proxy statements regarding the transaction, which were filed by Company with the SEC.
Non-Solicitation
This press release is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Special Meeting shall not constitute an offer to sell or a solicitation of an offer to buy the securities of the Company, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Contacts
Investors
ExcelFin Acquisition Corp.
Joe Ragan
Chief Executive Officer & Chief Financial Officer
jragan@paperexcellence.com