UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01. Entry into a Material Definitive Agreement.
On October 26, 2023, ExcelFin Acquisition Corp. (the “Company”) and ExcelFin SPAC LLC (the “Sponsor”) entered into an Amended and Restated Promissory Note in the aggregate principal amount of up to $1,500,000. The Amended and Restated Promissory Note had originally been issued by the Company to the Sponsor on March 18, 2021 (as amended on October 25, 2021, May 3, 2023 and October 31, 2023). The sole purpose of this amendment was to extend the maturity date from the previous business combination deadline of April 25, 2024 to the new business combination deadline of July 25, 2024, which was approved by the Company’s stockholders at a special meeting held on April 25, 2024. The maturity date of the Amended and Restated Promissory Note is the earlier of (i) July 25, 2024 or (ii) the date on which the Company consummates its initial business combination.
The foregoing disclosures set forth in this Item 1.01 do not purport to be complete and are qualified in their entirety by reference to the full text of the Amended and Restated Promissory Note, which is attached hereto as Exhibit 10.1, and incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation under an Off-Balance Sheet Arrangement of a Registrant.
See Item 1.01 incorporated by reference herein.
| Item 5.07 | Submission of Matters to a Vote of Security Holders |
On April 25, 2024, the Company held a special meeting of its stockholders (the “Special Meeting”). At the Special Meeting, in person or by proxy, the holders of 6,977,880 shares of the Company’s Class A common stock (“Common Stock”) constituting 87.96% of the issued and outstanding voting capital stock of the Company entitled to vote, and, therefore, a quorum, were present at the Special Meeting.
The following is a brief description of the final voting results for each of the proposals submitted to a vote of the stockholders at the Special Meeting.
Extension Amendment Proposal
To consider and vote upon a proposal to amend the Company’s amended and restated certificate of incorporation (the “Charter”) to extend the date by which the Company must effectuate an initial business combination from April 25, 2024 to July 25, 2024 (the “Extension Amendment Proposal”).
The Extension Amendment Proposal was approved. The voting results of the shares of the Common Stock were as follows:
| For | Against | Abstentions | |||||
| 6,972,107 | 6,154 | 0 |
Redemption Limitation Amendment Proposal
To consider and vote upon a proposal to amend the Company’s Charter (the “Redemption Limitation Amendment Proposal”) to eliminate from the Charter the limitation that the Company shall not redeem public shares to the extent that such redemption would cause the Company’s net tangible assets to be less than $5,000,001.
The Extension Amendment Proposal was approved. The voting results of the shares of the Common Stock were as follows:
| For | Against | Abstentions | ||||
| 6,977,959 | 302 | 0 |
In connection with the vote to approve the Extension Amendment Proposal, the holders of 662,217 shares of Class A common stock properly exercised their rights to redeem their shares for cash.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits. The following exhibits are filed with this Form 8-K:
| Exhibit No. | Description of Exhibits | |
| 10.1 | Amended and Restated Promissory Note | |
| 104 | Cover Page Interactive Data File |
SIGNATURES
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.
| Date: April 25, 2024 | ExcelFin Acquisition Corp. | |
| By: | /s/ Joe Ragan | |
| Name: | Joe Ragan | |
| Title: | Chief Executive Officer & Chief Financial Officer | |