F-4/A 1 tm2321656-9_f4a.htm F-4/A tm2321656-9_f4a - block - 100.6457749s
As filed with the U.S. Securities and Exchange Commission on January 19, 2024.
Registration No. 333-274114
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 2 to
FORM F-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Baird Medical Investment Holdings Limited
(Exact name of registrant as specified in its charter)
Cayman Islands
3711
N/A
(State or Other Jurisdiction of
Incorporation or Organization)
(Primary Standard Industrial
Classification Code Number)
(I.R.S. Employer
Identification No.)
Room 202, 2/F, Baide Building, Building 11, No.15
Rongtong Street, Yuexiu District, Guangzhou, Peoples Republic of China
Telephone: +86 020-82185926
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Corporation Service Company
251 Little Falls Drive
Wilmington, Delaware 19808
(302) 636-5400
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Yang Wang, Esq.
Stephen Leitzell, Esq.
Dechert LLP
1095 Avenue of the Americas
New York, NY 10036
Telephone: (215) 994-2621
William B Nelson, Esq.
Emily Leitch, Esq.
Shearman & Sterling LLP
800 Capital Street, Suite 2200
Houston, TX 77002
Telephone: (713) 354-4800
Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective and upon consummation of the business combination described in the enclosed proxy statement/prospectus.
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐
If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:
Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐
Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.
Emerging growth company   ☒
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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 7(a)(2)(B) of the Securities Act. ☐
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

The information in this preliminary proxy statement/prospectus is not complete and may be changed. These securities may not be issued until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary proxy statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
PRELIMINARY PROXY STATEMENT/PROSPECTUS SUBJECT TO COMPLETION, DATED JANUARY 19, 2024
PROXY STATEMENT FOR SPECIAL MEETING OF STOCKHOLDERS OF
EXCELFIN ACQUISITION CORP.
AND PROSPECTUS FOR UP TO 7,951,533 ORDINARY SHARES
AND UP TO 11,500,000 REDEEMABLE WARRANTS OF
BAIRD MEDICAL INVESTMENT HOLDINGS LIMITED
To the Stockholders of ExcelFin Acquisition Corp.:
You are cordially invited to attend the special meeting of stockholders (the “special meeting”) of ExcelFin Acquisition Corp., a Delaware corporation, which we refer to as “ExcelFin,” “we,” “us” or “our”, to be virtually held at 10:00 a.m., Eastern time, on [•], 2024. The special meeting can be accessed via live webcast by visiting [meeting internet address], where you will be able to listen to the meeting live and vote during the meeting.
On June 26, 2023 we entered into a 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” or the “Company”), Baird Medical Investment Holdings Limited, a Cayman Islands exempted company and a wholly owned subsidiary of Baird Medical (“PubCo”), and Betters Medical Merger Sub, Inc., a Delaware corporation and a 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 are referred to herein as the “Business Combination”.
This registration statement and the accompanying proxy statement/prospectus relate to an offering of (a) ordinary shares of PubCo, par value $0.0001 per share (which we refer to as the “PubCo Ordinary Shares”), the holding company in the Business Combination, which is incorporated in the Cayman Islands, and (b) redeemable warrants to purchase PubCo Ordinary shares at a price of $11.50 per warrant (“PubCo Warrants”). After consummation of the Business Combination, PubCo will directly own Tycoon, which operates through its indirect subsidiaries located in the Peoples Republic of China. For more information, see “Information about Baird Medical — The Combined Company and Our Structure before and after the Business Combination”.
Pursuant to the Business Combination Agreement (a) on August 3, 2023, Baird Medical contributed all of the issued shares of Tycoon held by Baird Medical (“Company Shares”) to PubCo in exchange for PubCo Ordinary Shares such that Tycoon became a wholly-owned subsidiary of PubCo and Baird Medical received in exchange therefor 29,411,764 PubCo Ordinary Shares (the “Share Contribution”) valued at $10.20 per share, that have an aggregate value equal to Three Hundred Million Dollars ($300,000,000); and (b) after the special meeting, Merger Sub will merge with and into ExcelFin, with ExcelFin continuing as the surviving entity and wholly-owned subsidiary of PubCo (the “Merger”).
The Business Combination Agreement provides that at the effective time of the Business Combination (the “Effective Time”):
(i)
each ExcelFin Unit that is issued and outstanding shall be automatically divided, and the holder thereof shall be deemed to hold one share of ExcelFin Class A Common Stock and one-half of one ExcelFin Public Warrant in accordance with the terms of the applicable ExcelFin Unit;
(ii)
each outstanding public share of ExcelFin Class A Common Stock will be exchanged for one PubCo Ordinary Share; and, subject to a vesting requirement for 1,350,000 of such shares held by ExcelFin SPAC LLC (the “Sponsor”), each outstanding share of ExcelFin Class A Common Stock held by the Sponsor or its assignees will be cancelled in exchange for one PubCo Ordinary Share; and
(iii)
the registered holder of each outstanding public warrant to purchase one share of ExcelFin Class A Common Stock (collectively, the “ExcelFin Public Warrants”) will receive, in exchange for the ExcelFin Public Warrants, an equal number of warrants (collectively, the “PubCo Warrants”) to purchase one PubCo Ordinary Share upon the same terms as were applicable to the ExcelFin Public Warrants.
The Business Combination Agreement provides that each of the 5,750,000 shares of ExcelFin Class A Common Stock held by the Sponsor or its assignees will be cancelled in exchange for one PubCo Ordinary Share upon the Closing of the Business Combination. However, 1,350,000 of the PubCo Ordinary Shares issued to the Sponsor in the Business Combination in exchange for ExcelFin Class A Common Stock held by the Sponsor (the “Earnout Shares”) will not vest unless and until within the fifth anniversary of the closing of the Business Combination (a) the volume weighted average price of the PubCo Ordinary Shares on the Nasdaq Global Market (the “Nasdaq”) is greater than or equal to $12.50 per share over any 20 trading days within any 30-day trading period or (b) a change of control of PubCo occurs.

It is anticipated that, immediately following completion of the Business Combination and if there are no additional redemptions by ExcelFin’s public stockholders (other than the redemptions of 20,798,467 shares of ExcelFin Class A Common Stock that occurred on May 1, 2023 and October 20, 2023) and assuming no holders exercise their ExcelFin Public Warrants, no Earnout Shares vest and no shares are issued pursuant to the Baird Medical Incentive Plan, ExcelFin’s existing stockholders, including the Sponsor, will own approximately 18.5% of the outstanding PubCo Ordinary Shares, and Baird Medical will own approximately 81.5% of the outstanding PubCo Ordinary Shares. If there are redemptions by ExcelFin’s public stockholders up to the maximum level that would permit completion of the Business Combination, and likewise assuming no holders exercise their ExcelFin Public Warrants, no Earnout Shares vest and no shares are issued pursuant to the Baird Medical Incentive Plan, immediately following completion of the Business Combination, ExcelFin’s existing stockholders will own approximately 16.7% of PubCo Ordinary Shares and Baird Medical will own approximately 83.3% of PubCo Ordinary Shares. These percentages are calculated based on a number of assumptions (as described in this proxy statement/prospectus) and are subject to adjustment in accordance with the terms of the Business Combination Agreement. For a discussion of these assumptions, see “Summary of the Proxy Statement/Prospectus — The Business Combination Proposal (Proposal 1) — Transaction Consideration.”
At the special meeting, our stockholders will be asked to consider and vote upon the following proposals:

Proposal No. 1 — The Business Combination Proposal — to consider and vote upon a proposal to approve the Business Combination described in this proxy statement/prospectus, including (a) adopting the Business Combination Agreement, a copy of which is attached to the accompanying proxy statement/prospectus as Annex A, which, among other things, provides for the Share Contribution and the merger of a wholly-owned subsidiary of the newly formed holding company PubCo with and into ExcelFin, with each of ExcelFin and Tycoon surviving as a separate, direct, wholly-owned subsidiary of PubCo, and (b) approving the other transactions contemplated by the Business Combination Agreement and related agreements described in this proxy statement/prospectus (which we collectively refer to as the “Business Combination Proposal”);

Proposal No. 2 — The Charter Amendments Proposal — to consider and vote upon a proposal to approve the amended and restated memorandum and articles of association of PubCo (the “Post-Closing PubCo Governing Documents”) in the form attached hereto as Annex B (which we refer to as the “Charter Amendments Proposal”);

Proposal No. 3 — The Advisory Charter Amendment Proposal — to consider and vote upon, on a non-binding advisory basis, certain governance provisions in the Post-Closing PubCo Governing Documents, presented separately in accordance with U.S. Securities and Exchange Commission (“SEC”) requirements (which we refer to as the “Advisory Charter Amendment Proposal”); and

Proposal No. 4 — The Adjournment Proposal — to consider and vote upon a proposal to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of one or more proposals at the special meeting (which we refer to as the “Adjournment Proposal”).
Each of the Business Combination Proposal and the Charter Amendments Proposal is cross-conditioned on the approval of the other. Each of the Advisory Charter Amendment Proposal and the Adjournment Proposal is not conditioned upon the approval of any other proposal set forth in this proxy statement/prospectus. Each of these proposals is more fully described in the accompanying proxy statement/prospectus, which we encourage you to read carefully and in its entirety. The consummation of the Business Combination is also subject to customary closing conditions and a minimum cash condition that ExcelFin Closing Cash equal at least $15 million. ExcelFin Closing Cash is calculated prior to the payment of ExcelFin Transaction Expenses, which expenses are estimated to be $11.7 million.
The ExcelFin Class A Common Stock and ExcelFin Public Warrants, are currently listed on the Nasdaq under the symbols “XFIN” and “XFIN W,” respectively. We intend to list the PubCo Ordinary Shares and the PubCo Warrants on the Nasdaq under the symbols “BDMD” and “BDMD W”, respectively, upon the consummation of the Business Combination. The listing of the PubCo Ordinary Shares and the PubCo Warrants on the Nasdaq is a condition to closing of the Business Combination, but that condition is waivable by the parties. PubCo will not have definitive confirmation of the listing of the PubCo Ordinary Shares and the PubCo Warrants at the time this proxy statement/prospectus is delivered to ExcelFin’s stockholders. Consequently, at the time that ExcelFin’s stockholders are asked to vote in favor of the Business Combination, ExcelFin’s stockholders will not know whether the listing has been approved. Upon the completion of the Business Combination, assuming no additional redemptions of ExcelFin Class A Common Stock, Baird Medical will beneficially own 81.5% of our total issued and outstanding ordinary shares, representing 81.5% of the total voting power. As a result, we will be a “controlled company” as defined under the Nasdaq Stock Market LLC listing rules (the “Nasdaq Listing Rules”) because Haimei Wu, Baird Medical’s chief executive officer and chairperson of the board of directors, will control more than 50% of the voting power of Baird Medical which in turn will control more than 50% of the voting power for the election of directors of PubCo. Currently, we do not expect to rely on the “controlled company” exemption from the corporate governance requirements under the Nasdaq Listing Rules.

The Board of Directors of ExcelFin (the “Board”) has fixed the close of business on [•], 2024 as the record date (the “Record Date”) for the determination of ExcelFin stockholders entitled to notice of, and to vote at, the special meeting or any postponement or adjournment thereof. ExcelFin stockholders should carefully read the accompanying Notice of Special Meeting and proxy statement/ prospectus for a more complete statement of the proposals to be considered at the Special Meeting.
After careful consideration, the Board has unanimously approved and adopted the Business Combination Agreement and approved the Business Combination, has approved the other proposals described in this proxy statement/prospectus, and has determined that it is advisable to consummate the Business Combination.
The Board recommends that its stockholders vote “FOR” the proposals described in this proxy statement/prospectus.
This proxy statement/prospectus provides you with detailed information about the Business Combination and other matters to be considered at the special meeting. We urge you to read the accompanying proxy statement/prospectus including the financial statements and annexes and other documents referred to herein, carefully and in their entirety. In particular, when you consider the recommendation regarding these proposals by the Board, you should keep in mind that ExcelFin’s Sponsor, directors and officers have interests in the Business Combination that are different from or in addition to, or may conflict with, your interests as a stockholder of ExcelFin. For instance, the Sponsor will benefit from the completion of a business combination and may be incentivized to complete a business combination that is less favorable to stockholders of ExcelFin rather than liquidating ExcelFin. In addition, you should carefully consider the matters discussed under “Risk Factors” beginning on page [•] of this proxy statement/prospectus. See also the section entitled “The Business Combination Proposal — Interests of ExcelFin’s Directors and Officers and Others in the Business Combination” for additional information.
Pursuant to our current Charter, our public stockholders have redemption rights in connection with the Business Combination. Our public stockholders are not required to affirmatively vote for or against the Business Combination to redeem their shares of Class A of Common Stock. This means that public stockholders who hold shares of ExcelFin Class A Common Stock on or before [], 2024 (two (2) business days before the special meeting) will be eligible to elect to have their shares of ExcelFin Class A Common Stock redeemed for cash in connection with the special meeting, whether or not they are holders as of the Record Date, and whether or not such shares are voted at the special meeting. ExcelFin public stockholders should carefully refer to the accompanying proxy statement/prospectus for the requirements and procedures of redemption.
PubCo is not a Chinese operating company but is a holding company incorporated in the Cayman Islands with its registered office in the Cayman Islands. Following the closing of the Business Combination, (1) Tycoon will be a wholly owned subsidiary of PubCo and PubCo will conduct its operations solely through Tycoon and its subsidiaries located in China, and (2) PubCo’ s global headquarters will be based in Guangzhou in the People’s Republic of China, or Mainland China. The securities registered herein are securities of PubCo, not those of its operating companies. Investments in PubCo’s Ordinary Shares are not purchases of equity securities of these operating subsidiaries in Mainland China but instead are purchases of equity securities of a Cayman Islands holding company with no material operations of its own. Investors may never directly own securities in Tycoon or any of its Chinese operating subsidiaries. References throughout this document to “PubCo” refer to the Cayman Islands holding company and Tycoon and its subsidiaries are referred to alternatively as “Tycoon,” the “Company” or “Baird Medical,” although, depending upon the context, references to Baird Medical may refer to the company owning Tycoon prior to the consummation of the Business Combination. Introductory paragraphs under the different sections of this document explain how these definitions are used within such sections.
Because most of the operations of PubCo will be conducted in Mainland China through its wholly-owned subsidiary Tycoon and its subsidiaries, the business is subject to PRC laws and regulations and supervision and potential intervention by the Chinese government, which could result in a material change in the Target Group’s operations and/or the value of PubCo Ordinary Shares and PubCo Warrants after the Business Combination. For instance, the overseas listing filing procedure of the China Securities Regulatory Commission (the “CSRC”) is required in connection with the Business Combination and was completed on January 2, 2024, and the approval of, the Cyberspace Administration of China (the “CAC”), or other PRC regulatory agencies may be required in the future in connection with the Business Combination. In addition, our funds or assets located within the PRC may not be available to fund operations or for other use outside of the PRC. Baird Medical has received all required licenses, permissions and approvals from the relevant PRC authorities needed to engage in its business operations. Such licenses, permissions and approvals include the Registration Certificates for Medical Device, Permit for Medical Device Production, Medical Device Quality Management System Certificate, Certification of High-Tech Enterprise, Pollutant Discharge Registration for Fixed Sources of Pollution, the Business Operation License for Class III Medical Devices and the Record Filing Certificate for Operation of Class II Medical Devices. No licenses, permissions or approvals have been denied or expired. Except for the filing procedures based on the Trial Measures (as defined below), which procedures are required by the CSRC and were completed on January 2, 2024, Baird Medical is not required to obtain any other license, permission or approval from the relevant PRC authorities, including the CAC or any other governmental agency that is required to approve the offering of the securities being registered hereunder to foreign investors. If we (i) do not receive or maintain required permissions or approvals, (ii) inadvertently conclude that such permissions or approvals are not required, or (iii) applicable laws or regulations change and we are required to obtain such permissions or approvals in the future, we could be subject to fines, legal sanctions, or an order to suspend their relevant services, which may materially and adversely affect our financial condition and results of operations and cause our securities to significantly decline in value or become worthless. In addition, because our business is subject

to the laws and regulations of the PRC, there are additional legal and operational risks associated with being based in China. Please refer to the section entitled “Risk Factors — Risks Related to Doing Business in China” for a detailed discussion of the risks associated with Baird Medical’s corporate structure.
Rules and regulations in China can change quickly with very short notice and PubCo cannot predict future developments in the PRC legal system. After the completion of the Business Combination, PubCo may need to procure additional permits, authorizations and approvals for its operations, which it may not be able to obtain. PubCo’s inability to obtain such permits or authorizations may materially adversely affect it business, financial condition and results of operations. As a result, PubCo’s securities could significantly decline in value or even become worthless. The legal and operational risks associated with having the majority of PubCo’s operations in China could result in a material change in its operations and/or the value of the PubCo securities being offered hereby or could significantly limit or completely hinder PubCo’s ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless.
Recently, the PRC government has promulgated regulations for the supervision and management of offerings that are conducted outside Mainland China and/or foreign investments in Mainland China-based issuers, which suggests that the PRC government will focus its attention on overseas offerings more than it has in prior years. While PubCo will be a Cayman Islands company after the Business Combination, its operating subsidiary Tycoon’s headquarters are in Guangzhou in the People’s Republic of China (“PRC”) and a majority of its operations will be conducted in Mainland China. The PRC government may intervene or influence our operations at any time as part of its efforts to enforce PRC law, which could result in a material change in our operations and/or the value of the securities we are registering. Any future action by the government of the People’s Republic of China, or PRC, expanding the categories of industries and companies whose foreign securities offerings are subject to government review could significantly limit or hinder PubCo’s ability to offer or continue to offer securities to investors after the Business Combination and could cause the value of such securities to significantly decline or be worthless.
Recently, the PRC government initiated a series of supervision measures with respect to business operations in Mainland China, including cracking down on illegal activities in the securities market, enhancing supervision over Mainland China-based companies listed outside Mainland China using a variable interest entity structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding efforts in anti-monopoly enforcement. In particular, on February 17, 2023, the CSRC released the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies and the supporting guidance documents (collectively, the “Trial Measures”), which came into effect on March 31, 2023. According to the Trial Measures, any overseas offering and listing made by an issuer will be deemed to be indirect if it meets both the following conditions: (1) 50% or more of the issuer’s operating revenue, total profit, total assets or net assets as documented in its audited consolidated financial statements for the most recent accounting year is accounted for by domestic companies; and (2) the main parts of the issuer’s business activities are conducted in China, or its main places of business are located in China, or the senior managers in charge of its business operation and management are mostly Chinese citizens or domiciled in China. The Trial Measures require (1) the filing of the overseas offering and listing plan by the PRC domestic companies with the CSRC under certain conditions, and (2) the filing of their underwriters with the CSRC under certain conditions and the submission of an annual report to the CSRC within the required timeline. Since Baird Medical’s PRC subsidiaries accounted for more than 50% of its consolidated revenues, profit, total assets or net assets for the fiscal years ended December 31, 2022 and 2021, and the key components of its operations are carried out in the PRC, the Business Combination will be considered an indirect offering and Baird Medical will be subject to the filing requirements for the Business Combination under the Trial Measures. According to the Trial Measures, initial public offerings or listings in overseas markets are required to be filed with the CSRC within 3 working days after the relevant application is submitted overseas by Baird Medical. Baird Medical completed the filing procedures required by the CSRC on January 2, 2024, and the result of such CSRC approval was posted on the official website of the CSRC on the same date. However, the newly promulgated laws and regulations and the PRC’s implementation of them may in the future affect the operations of Baird Medical subsidiaries or their ability to receive foreign investment and the value of PubCo Ordinary Shares as a result of the Business Combination.
PubCo and its PRC subsidiaries are also subject to certain provisions of existing laws and regulations concerning intercompany fund transfers and foreign exchange supervision and could be subject to additional restrictions under new PRC laws and regulations that may come into effect in the future. For example, PubCo’s PRC subsidiaries may pay dividends only out of their accumulated after-tax profits upon satisfaction of relevant statutory conditions and procedures, if any, determined in accordance with PRC accounting standards and regulations; each of the PRC subsidiaries is required to set aside at least 10% of its after-tax profits each year, if any, to fund certain reserve funds until the total amount set aside reaches 50% of its registered capital; the PRC subsidiaries are required to comply with certain procedural requirements related to foreign exchange supervision in order to make dividend payments in foreign currencies; a withholding tax, at the rate of 10% or lower, is payable by the PRC subsidiaries upon dividend remittance; and approval from or registration with competent PRC government authorities is required where Renminbi is to be converted into foreign currency and remitted out of Mainland China to pay capital expenses, such as the repayment of loans denominated in foreign currencies. Any determination to pay dividends in the future post-Business Combination will be at the discretion of PubCo’s board of directors.
To date, no transfers, dividends or distributions have been made between Baird Medical (the holding company) and its subsidiaries or to investors. See the Company’s consolidated financial statements and the related notes beginning on page F-2 of this proxy

statement/prospectus. For PubCo’s operations in Mainland China post-Business Combination, if PubCo intends to distribute dividends from its subsidiaries in Mainland China in the future, (i) such subsidiaries will transfer the dividends to Baide Medical Investment Co. Ltd., a Hong Kong-incorporated subsidiary which controls all of its operating subsidiaries in Mainland China, (ii) Baide Medical Investment Co. Ltd. shall then transfer any such dividends to Tycoon, PubCo’s British Virgin Islands-incorporated subsidiary which wholly owns Baide Medical Investment Co. Ltd., (iii) Tycoon will transfer the dividends to PubCo, and (iv) the dividends will be distributed from PubCo to all shareholders respectively in proportion to the shares they hold, regardless of whether the shareholders are U.S. investors or investors in other countries or regions. The cross-border transfer of funds by the subsidiaries in Mainland China under the direct holding structure must comply with relevant laws and regulations of the PRC. In utilizing the proceeds from the Business Combination, as an offshore holding company, PubCo is permitted under the laws and regulations in Mainland China to provide funding to its subsidiaries in Mainland China only through loans or capital contributions, and to its affiliated entities only through loans, subject to applicable government reporting, registration and approvals. However, loans by PubCo to its subsidiaries in Mainland China to finance their activities cannot exceed statutory limits and must be registered with the local counterpart of the State Administration of Foreign Exchange of China (“SAFE”) and capital contributions to its subsidiaries in Mainland China are subject to the requirement of making the necessary registration with the applicable governmental authorities in Mainland China. See “Risk Factors — Risks Related to Doing Business in China — PRC regulation on loans to, and direct investment in, our PRC subsidiaries by offshore holding companies and governmental supervision of currency conversion may delay us from using the proceeds of the Business Combination to make loans to or make additional capital contributions to our PRC subsidiaries, which could materially and adversely affect our liquidity and our ability to fund and expand our business.” However, as long as PubCo is compliant with the procedures for approvals from appropriate government authorities and banks in Mainland China, PubCo believes that, as of the date of this proxy statement/prospectus, except for the restrictions disclosed above, PubCo can transfer funds out of Mainland China. PubCo currently does not have any cash management policy that dictates the transfer of cash between its subsidiaries post-Business Combination.
PubCo will be a “controlled company” under the Nasdaq Listing Rules, and may be exempt from certain corporate governance requirements other than those exemptions available to foreign private issuers discussed herein. See “Risk Factors — Risks Relating to ExcelFin, PubCo and the Business Combination — Upon the completion of the Business Combination, we will be a “controlled company” within the meaning of the Nasdaq Listing Rules and, as a result, can rely on exemptions from certain corporate governance requirements that provide protection to shareholders of other companies.” and “Risk Factors — Risks Relating to ExcelFin, PubCo and the Business Combination — We are a foreign private issuer within the meaning of the rules under the Exchange Act, and as such we are exempt from certain provisions applicable to U.S. domestic public companies.
PubCo is considered a “foreign private issuer” under the Exchange Act and will remain a foreign private issuer after the consummation of the Business Combination. Therefore, it is exempt from certain rules under the Exchange Act, including the proxy rules, which impose certain disclosure and procedural requirements for proxy solicitations for U.S. and other issuers. Moreover, PubCo is not required to file periodic reports and financial statements with the SEC as frequently or within the same time frames as U.S. companies with securities registered under the Exchange Act, although it may elect to file certain periodic reports and financial statements with the SEC on a voluntary basis on the forms used by U.S. domestic issuers. PubCo is not required to comply with Regulation FD, which imposes restrictions on the selective disclosure of material information to shareholders. In addition, PubCo’s officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions of Section 16 of the Exchange Act and the rules under the Exchange Act with respect to their purchases and sales of PubCo’s Ordinary Shares. Accordingly, after the Business Combination, if you continue to hold PubCo’s Ordinary Shares, you may receive less or different information about PubCo than you currently receive about ExcelFin.
In addition, as a “foreign private issuer”, PubCo is permitted to follow certain home-country corporate governance practices in lieu of certain Nasdaq requirements. A foreign private issuer must disclose in its Annual Reports filed with the SEC each Nasdaq requirement with which it does not comply followed by a description of its applicable home country practice. PubCo currently intends to follow some, but not all, of the corporate governance requirements of Nasdaq. With respect to the corporate governance requirements of Nasdaq that it does follow, PubCo cannot give assurances that it will continue to follow such corporate governance requirements in the future as it may choose to rely on available Nasdaq exemptions that would allow PubCo to follow its home country practice. Unlike the requirements of Nasdaq, PubCo is not required, under the laws of the Cayman Islands, to have its board consist of a majority of independent directors, nor is PubCo required to have a compensation, nominating or corporate governance committee consisting entirely of independent directors, or to have regularly scheduled executive sessions with only independent directors each year. Such Cayman Islands home country practices may afford less protection to holders of PubCo Ordinary Shares. For additional information regarding the home country practices PubCo intends to follow in lieu of Nasdaq requirements, see the section of this proxy statement/prospectus entitled “Management of PubCo Following the Business Combination — Corporate Governance Practices and Foreign Private Issuer Status.”
PubCo would no longer qualify as a “foreign private issuer” under current SEC rules and regulations if more than 50% of PubCo’s outstanding voting securities becomes directly or indirectly held of record by U.S. holders and one of the following is true: (i) the majority of PubCo’s directors or executive officers are U.S. citizens or residents; (ii) more than 50% of PubCo’s assets are located in the United States; or (iii) PubCo’s business is administered principally in the United States. If PubCo loses its status as a foreign private issuer in the future, it will no longer be exempt from the rules described above and, among other things, will be

required to file periodic reports and annual and quarterly financial statements as if it were a company incorporated in the United States. If this were to happen, PubCo would likely incur substantial costs in fulfilling these additional regulatory requirements and members of PubCo’s management would likely have to divert time and resources from other responsibilities to ensuring these additional regulatory requirements are fulfilled.
Lastly, the Holding Foreign Companies Accountable Act (“HFCAA”) would subject PubCo to a number of prohibitions, restrictions and potential delisting if either it or its auditor were designated as an “HFCAA Issuer” or an auditor listed on an HFCAA Determination List, respectively, each as described further herein. An HFCAA Issuer is required to comply with the submission and disclosure requirements in the annual report for each year in which it was identified. If a registrant is identified as an HFCAA Issuer based on its annual report for the fiscal year ended December 31, 2021, the registrant will be required to comply with the submission or disclosure requirements in its annual report filing covering the fiscal year ended December 31, 2022. If identified as an HFCAA Issuer, PubCo would be prevented from using an auditor that the Public Company Accounting Oversight Board of the U.S., or PCAOB, determines it could not inspect or fully investigate and would (i) prohibit the trading of securities of a company and (ii) require delisting of a company from U.S. national securities exchanges if the PCAOB is unable to inspect its public accounting firm for three consecutive years. The HFCAA also requires public companies to disclose, among other things, whether they are owned or controlled by a foreign government, specifically, those that are based in or have a majority or significant amount of their operations in the PRC. On June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act (the “AHFCAA”), which, if enacted, would amend the HFCAA and require the SEC to prohibit an issuer’s securities from trading on any U.S. stock exchange if its auditor is not subject to PCAOB inspections for two consecutive years instead of three. As of the date of this proxy statement/prospectus, the auditor of Baird Medical, Marcum Asia CPAs LLP, is not among the auditor firms listed on the HFCAA Determination List, which identifies all of the auditor firms that the PCAOB is not able to inspect.
On August 26, 2022, the PCAOB signed a Statement of Protocol with the CSRC and the Ministry of Finance of the PRC governing inspections and investigations of audit firms based in Mainland China and Hong Kong. The agreement includes detailed and specific commitments from the CSRC that would allow PCAOB inspections and investigations meeting U.S. standards, such as (i) independent discretion by the PCAOB to select any issuer audits for inspection or investigation in accordance with the Sarbanes-Oxley Act; (ii) direct access by the PCAOB to interview or take testimony from all personnel of the audit firms whose issuer engagements are being inspected or investigated; (iii) unfettered ability by the PCAOB to transfer information to the SEC in accordance with the Sarbanes-Oxley Act; and (iv) procedures for PCAOB inspectors to see complete audit work papers without any redactions. Implementation of the aforementioned framework is subject to uncertainties and will affect the PCAOB’s actual ability to inspect and thoroughly investigate audit firms in Mainland China and Hong Kong.
We are providing this proxy statement/prospectus and accompanying proxy card to our stockholders in connection with the solicitation of proxies to be voted at the special meeting and at any adjournments or postponements of the special meeting.
Your vote is very important. If you are an ExcelFin stockholder, whether or not you plan to attend the special meeting, please take the time to vote as soon as possible. On behalf of the Board, I would like to thank you for your support and look forward to the successful completion of the Business Combination.
Very truly yours,
   
Joseph Douglas Ragan III
Chief Executive Officer
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued under the accompanying proxy statement/prospectus or determined that the accompanying proxy statement/prospectus is accurate or complete. Any representation to the contrary is a criminal offense.
The accompanying proxy statement/prospectus is dated [•], 2024 and will first be mailed to the stockholders of ExcelFin on or about [•], 2024.

 
EXCELFIN ACQUISITION CORP.
100 Kingsley Park Dr
Fort Mill, South Carolina 29715
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
OF EXCELFIN ACQUISITION CORP.
TO BE HELD ON [], 2024
TO THE STOCKHOLDERS OF EXCELFIN ACQUISITION CORP.:
NOTICE IS HEREBY GIVEN that a special meeting of stockholders (the “Special Meeting”) of ExcelFin Acquisition Corp. (“ExcelFin,” “we,” “us” or “our”) will be held virtually at 10:00 a.m., Eastern time, on [•], 2024. The Special Meeting can be accessed via live webcast by visiting [meeting internet address], where you will be able to listen to the meeting live and vote during the meeting.
At the Special Meeting, you will be asked to consider and vote upon the following proposals (the “Proposals”):
(1)
Proposal No. 1 — The Business Combination Proposal — to consider and vote upon a proposal to approve and adopt the Business Combination Agreement, dated as of June 26, 2023, among ExcelFin, 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” or the “Company”), 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.” A copy of the Business Combination Agreement is attached to the accompanying proxy statement/prospectus as Annex A.
Pursuant to the Business Combination Agreement (a) on August 3, 2023, Baird Medical contributed all of the issued shares of Tycoon held by Baird Medical (“Company Shares”) to PubCo in exchange for PubCo Ordinary Shares such that Tycoon became a wholly-owned subsidiary of PubCo and Baird Medical received in exchange therefor 29,411,764 PubCo Ordinary Shares (the “Share Contribution”) valued at $10.20 per share, that have an aggregate value equal to Three Hundred Million Dollars ($300,000,000); and (b) after the special meeting, Merger Sub will merge with and into ExcelFin, with ExcelFin continuing as the surviving entity and wholly-owned subsidiary of PubCo (the “Merger”).
The Business Combination Agreement provides that at the effective time of the Business Combination (the “Effective Time”):
(i)
each ExcelFin Unit that is issued and outstanding shall be automatically divided, and the holder thereof shall be deemed to hold one share of ExcelFin Class A Common Stock and one-half of one ExcelFin Public Warrant in accordance with the terms of the applicable ExcelFin Unit;
(ii)
each outstanding public shares of ExcelFin Class A Common Stock will be exchanged for one PubCo Ordinary Share; and, subject to a vesting requirement for 1,350,000 of such shares held by ExcelFin SPAC LLC, each outstanding share of ExcelFin Class A Common Stock held by the Sponsor or its assignees will be cancelled in exchange for one PubCo Ordinary Share;
(iii)
the registered holder of each outstanding public warrant to purchase one share of ExcelFin Class A Common Stock (collectively, the “ExcelFin Public Warrants”) will receive, in exchange for the ExcelFin Public Warrants, an equal number of warrants (collectively, the “PubCo Warrants”) to purchase one PubCo Ordinary Share upon the same terms as applicable to the ExcelFin Public Warrants.
The Business Combination Agreement provides that each of the shares of ExcelFin Class A Common Stock held by the Sponsor or its assignees will be cancelled in exchange for one PubCo
 

 
Ordinary Share upon the Closing of the Business Combination. However, 1,350,000 of the PubCo Ordinary Shares issued to ExcelFin SPAC LLC (the “Sponsor”) in the Business Combination in exchange for ExcelFin Class A Common Stock held by the Sponsor (the “Earnout Shares”) will not vest unless and until, within the fifth anniversary of the closing of the Business Combination, (a) the volume weighted average price of the PubCo Ordinary Shares on Nasdaq is greater than or equal to $12.50 per share over any 20 trading days within any 30-day trading period or (b) a change of control of PubCo occurs.
For further explanation of the consideration in the Business Combination, see the section entitled “The Business Combination Proposal (Proposal 1) — Transaction Consideration.”
(2)
Proposal No. 2 — The Charter Amendments Proposal — to consider and vote upon a proposal to approve the amended and restated memorandum and articles of association of PubCo (the “Post-Closing PubCo Governing Documents”), a copy of which is attached to the accompanying proxy statement/prospectus as Annex B, which we refer to as the “Charter Amendments Proposal,” and which provide for, among other things, the following material differences from ExcelFin’s current Charter:
(a)
An authorized share capital of $50,000 divided into 500,000,000 ordinary shares of a par value of $0.0001 each.
(3)
Proposal No. 3 — The Advisory Charter Amendment Proposal — to consider and vote upon, on a non-binding advisory basis, certain governance provisions in the Post-Closing PubCo Governing Documents, presented separately in accordance with SEC requirements, which we refer to as the “Advisory Charter Amendment Proposal”; and
(4)
Proposal No. 4 — The Adjournment Proposal — to consider and vote upon a proposal to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of one or more proposals at the special meeting, which we refer to as the “Adjournment Proposal.”
The transactions contemplated by the Business Combination Agreement will be consummated only if the Business Combination Proposal and the Charter Amendments Proposal are approved at the Special Meeting. Each of these Proposals are cross-conditioned on each other. The Advisory Charter Amendment Proposal and the Adjournment Proposal are each not conditioned on the approval of any other proposal set forth in this proxy statement/prospectus. The consummation of the Business Combination is also subject to customary closing conditions and a minimum cash condition that ExcelFin Closing Cash equal at least $15 million. ExcelFin Closing Cash is calculated prior to the payment of ExcelFin Transaction Expenses, which expenses are estimated to be $11.7 million.
Each of these proposals is more fully described in the accompanying proxy statement/prospectus, which we encourage you to read carefully and in its entirety before voting. Only holders of record of ExcelFin Class A Common Stock at the close of business on [•], 2024 (the “Record Date”) are entitled to notice of the Special Meeting and to vote at the Special Meeting and any adjournments or postponements of the Special Meeting. A complete list of ExcelFin stockholders of record entitled to vote at the Special Meeting will be available for ten (10) days before the Special Meeting at the principal executive offices of ExcelFin for inspection by stockholders during ordinary business hours for any purpose germane to the Special Meeting.
After careful consideration, the Board has unanimously approved and adopted the Business Combination Agreement and unanimously recommends that our stockholders vote “FOR” all of the proposals presented to our stockholders at the Special Meeting. When you consider the Board recommendation of these proposals, you should keep in mind that directors and officers of ExcelFin have interests in the Business Combination that may conflict with your interests as a stockholder. See the section titled “The Business Combination Proposal — Interests of ExcelFin’s Directors and Officers and Others in the Business Combination” in the accompanying proxy statement/prospectus.
Pursuant to ExcelFin’s current Charter, its public stockholders may demand that ExcelFin redeem, upon the Closing of the Business Combination, shares of ExcelFin Class A Common Stock then held by them for cash equal to their pro rata share of the aggregate amount on deposit (as of two (2) business days prior to the
 

 
Closing of the Business Combination) in the trust account (the “Trust Account”) that holds the proceeds (including interest but less taxes payable) of ExcelFin’s IPO. On April 13, 2023, ExcelFin held a special meeting of stockholders (the “First Extension Meeting”) to vote on a proposal to extend the date by which ExcelFin must complete its initial business combination from April 25, 2023 to October 25, 2023 (the “First Extension Amendment Proposal”), and the stockholders approved the First Extension Amendment Proposal at that meeting. In connection with the vote to approve the First Extension Amendment Proposal, the holders of 18,211,208 shares of ExcelFin Class A Common Stock (representing 79% of the shares of Class A Common Stock then outstanding) properly exercised their rights to redeem their shares for cash. On October 20, 2023, ExcelFin held a special meeting of stockholders (the “Second Extension Meeting”) to vote on a proposal to extend the date by which ExcelFin must complete its initial business combination from October 25, 2023 to April 25, 2024 (the “Second Extension Amendment Proposal”), and the stockholders approved the Second Extension Amendment Proposal at that meeting. In connection with the vote to approve the Second Extension Amendment Proposal, the holders of 2,587,259 shares of ExcelFin Class A Common Stock (representing 54% of the shares of Class A Common Stock then outstanding) properly exercised their rights to redeem their shares for cash. In connection with those redemptions, approximately $217.0 million was withdrawn from the trust account to fund such redemptions, leaving a balance of approximately $23.5 million. ExcelFin subsequently deposited approximately $132,000 into the Trust Account as was required to effect the initial three-month extension approved as part of the Second Extension Amendment Proposal. As of the Record Date, based on funds in the Trust Account of $[•] million on such date, the pro rata portion of the funds available in the Trust Account for the redemption of public shares of ExcelFin Class A Common Stock was approximately $[•] per share. Our public stockholders are not required to affirmatively vote for or against the Business Combination in order to redeem their shares of ExcelFin Class A Common Stock for cash. This means that public stockholders who hold shares of ExcelFin Class A Common Stock on or before [•], 2024 (two (2) business days before the Special Meeting) will be eligible to elect to have their shares of ExcelFin Class A Common Stock redeemed for cash in connection with the Special Meeting, whether or not they are holders as of the Record Date, and whether or not such shares are voted at the Special Meeting. To redeem their shares of ExcelFin Class A Common Stock for cash, our public stockholders can demand that ExcelFin convert their public shares into cash and tender their shares to ExcelFin’s transfer agent. ExcelFin stockholders should carefully refer to the accompanying proxy statement/prospectus for the requirements and procedures of redemption. Holders of ExcelFin Public Warrants do not have redemption rights with respect to such securities in connection with the Business Combination.
In connection with the stockholder vote to approve the Proposals, including the Business Combination Proposal, ExcelFin and its affiliates may purchase shares prior to the Closing from stockholders who would have otherwise elected to have their shares redeemed for a pro rata portion of the Trust Account upon consummation of the Business Combination. Such a purchase would be made pursuant to a privately negotiated purchase arrangement, which would include a contractual acknowledgement that such stockholder, although still the record holder of such shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. While they have no current plans to do so, the Sponsor and ExcelFin’s directors, officers and advisors, and their respective affiliates reserve the right to purchase shares from holders of ExcelFin Class A Common Stock who have already elected to exercise their redemption rights, in which event such selling stockholders would be required to revoke their prior elections to redeem their shares. Any such transaction would be separately negotiated at the time of the transaction. The consideration for any such transaction would consist of cash and/or ExcelFin Class A Common Stock owned by the Sponsor and/or ExcelFin’s directors, officers and advisors, and their respective affiliates at a price no higher than the price offered through the redemption process.
None of ExcelFin, the Sponsor or ExcelFin’s directors, officers or advisors, or their respective affiliates, will make any such purchases when they are in possession of any material non-public information not disclosed to the seller. The purpose of these purchases could be to increase the amount of cash available to ExcelFin for use in the Business Combination to satisfy the closing condition that requires ExcelFin to have a minimum amount of cash upon the consummation of the Business Combination, where it appears that such requirement would otherwise not be met.
As of the date of this proxy statement/prospectus, no agreements with respect to the private purchase of public shares by the persons described above have been entered into with any such investor or holder. In the event of any such newly purchased shares (i) the Sponsor or its affiliates will purchase the ExcelFin public
 

 
shares at a price no higher than the price offered through the redemption process; (ii) any such purchases by Sponsor or its affiliates will not be voted in favor of approving the Business Combination; and (iii) the Sponsor and its affiliates have waived their redemption rights to such shares. Prior to the special meeting to approve the Business Combination, ExcelFin will disclose in a Form 8-K (i) the amount of public shares purchased outside of the redemption offer by the Sponsor or its affiliates, along with the purchase price; (ii) the purpose of the purchases by the Sponsor or its affiliates; (iii) the impact, if any, of the purchases by the Sponsor or its affiliates on the likelihood that the Business Combination transaction will be approved; (iv) the identities of stockholders who sold to the Sponsor or its affiliates (if not purchased on the open market) or the nature of stockholders (e.g., 5% security holders) who sold to the Sponsor or its affiliates; and (v) the number of public shares for which ExcelFin has received redemption requests pursuant to its redemption offer. Unlike our Sponsor’s holdings currently, such newly purchased shares (if any) would not be subject to a lock-up period under the terms of our Sponsor Support Agreement.
Entering into any such incentive arrangements may have the effect of lowering the price of ExcelFin Class A Common Stock or possibly reducing the public float of PubCo Ordinary Shares. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than the market price and may therefore be more likely to sell the shares he owns, either prior to or immediately after the Special Meeting. In addition, if such purchases are made, the public float of ExcelFin Class A Common Stock and the number of its beneficial holders may be reduced, possibly making it difficult to maintain the quotation, listing or trading of PubCo Ordinary Shares on a national securities exchange.
The Sponsor and holders of ExcelFin Class A Common Stock issued prior to our IPO, their permitted transferees, and our officers and directors (collectively, the “ExcelFin Initial Stockholders”), have agreed to waive their redemption rights with respect to any shares of ExcelFin Class A Common Stock held by them in connection with the consummation of the Business Combination (which waiver was provided in connection with ExcelFin’s IPO and without any separate consideration paid in connection with providing such waiver), and such shares will be excluded from the pro rata calculation used to determine the per-share redemption price. Currently, the Sponsor beneficially owns 56.6%, ExcelFin’s public stockholders beneficially own 27.7% and parties to non-redemption agreements beneficially own 15.7% of the issued and outstanding shares of ExcelFin Class A Common Stock. The ExcelFin Initial Stockholders have agreed to vote any shares of ExcelFin Common Stock owned by them in favor of the Business Combination.
You are urged to carefully read and consider the “Risk Factors” in this proxy statement/prospectus and the other information contained in this proxy statement/prospectus in its entirety, including the Annexes and accompanying financial statements.
Your vote is very important. Whether or not you plan to attend the Special Meeting, please vote as soon as possible by following the instructions in the accompanying proxy statement/prospectus to ensure that your shares are represented at the Special Meeting. If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted “FOR” each of the proposals presented at the Special Meeting. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that votes relating to the shares you beneficially own are properly counted.
Your attention is directed to the proxy statement/prospectus accompanying this notice (including the annexes thereto) for a more complete description of the proposed Business Combination and related transactions and each of the Proposals. We encourage you to read this proxy statement/prospectus carefully. If you have any questions or need assistance voting your shares, please call us at (917) 209-8581.
By Order of the Board of Directors
Joseph Douglas Ragan III
Chief Executive Officer
[•], 2024
 

 
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PAGE
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ii

 
ABOUT THIS PROXY STATEMENT/PROSPECTUS
This document, which forms part of a registration statement on Form F-4 filed with the U.S. Securities and Exchange Commission (the “SEC”) by PubCo, constitutes a prospectus of PubCo under Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), with respect to (1) the PubCo Ordinary Shares to be issued to the ExcelFin stockholders and (2) the PubCo Warrants to be issued to the holders of ExcelFin Public Warrants, in each case, if the Business Combination described herein is consummated. This document also constitutes a notice of meeting and a proxy statement under Section 14(a) of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”) with respect to the special meeting of ExcelFin stockholders at which ExcelFin stockholders will be asked to consider and vote upon a proposal to approve the Business Combination, and approve and adopt the Business Combination Agreement, among other matters.
You should rely only on the information contained in this proxy statement/prospectus. No one has been authorized to provide you with information that is different from that contained in this proxy statement/prospectus. This proxy statement/prospectus is dated as of the date set forth on the cover hereof. You should not assume that the information contained in this proxy statement/prospectus is accurate as of any date other than that date. Neither the mailing of this proxy statement/prospectus to ExcelFin stockholders nor the issuance by PubCo of any PubCo Ordinary Shares in connection with the Business Combination will create any implication to the contrary.
This proxy statement/prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities, or the solicitation of a proxy or consent, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.
If you would like additional copies of this proxy statement/prospectus or if you have questions about the Business Combination or the proposals to be presented at the special meeting, please contact ExcelFin’s proxy solicitor listed below. You will not be charged for any of these documents that you request.
Morrow Sodali LLC
333 Ludlow Street, 5th Floor, South Tower
Stamford, Connecticut 06902
Shareholders may call toll-free: (800) 662-5200
Banks and Brokerage Firms, please call: (800) 662-5200
Email: [•]
In order for you to receive timely delivery of the documents in advance of the special meeting to be held on [], 2024, you must request the information by [], 2024, five (5) business days before the Special Meeting.
For a more detailed description of the information incorporated by reference in this proxy statement/prospectus and how you may obtain it, see the section captioned “Where You Can Find More Information” beginning on page [•] of this proxy statement/prospectus.
 
1

 
TRADEMARKS
ExcelFin and Baird Medical own or have rights to trademarks that they use in connection with the operation of their respective businesses and that are used in this proxy statement/prospectus. This proxy statement/prospectus also includes other trademarks, trade names and service marks that are the property of their respective owners. Solely for convenience, in some cases, the trademarks, trade names and service marks referred to in this proxy statement/prospectus are listed without the applicable®, ™ and SM symbols, but they will assert, to the fullest extent under applicable law, their rights to these trademarks, trade names and service marks.
 
2

 
MARKET AND INDUSTRY DATA
This proxy statement/prospectus includes industry data and forecasts that ExcelFin and Baird Medical obtained or derived from internal company analyses, independent third party publications and other industry data. Some data are also based on good faith estimates, which are derived from internal company analyses, information, assumptions or judgments, as well as the independent sources referred to above. Statements as to industry position are based on market data currently available. Any estimates underlying such market-derived information and other factors could cause actual results to differ from those expressed in the independent parties’ estimates and in our estimates, and are subject to change based on various factors, including those discussed under the heading “Risk Factors” in this proxy statement/prospectus.
 
3

 
FREQUENTLY USED TERMS
Unless otherwise stated or unless the context otherwise requires, the terms “we,” “us,” “our,” and “ExcelFin” refer to ExcelFin Acquisition Corp., the term the “Company” refers to Tycoon, and the terms the “Combined Company” and “Combined Entity” refer to PubCo immediately after the consummation of the Business Combination, which provides for each of ExcelFin and Tycoon as PubCo’s wholly-owned subsidiaries.
In this document:
“Acquisition Entity” and “Acquisition Entities” means either PubCo or Merger Sub individually, and PubCo and Merger Sub together, respectively.
“Alternative Transaction” means, other than any of the Transactions, either in one transaction or a series of related transactions, (a) as to the Baird Medical Parties, any (i) transaction involving, directly or indirectly, any Baird Medical Company, which upon consummation thereof, would result in any Target Company becoming a public company, (ii) direct or indirect sale or transfer of (A) all or any material part of the business or assets of the Target Companies, taken as a whole, including by way of a merger, consolidation, license, transfer, sale, option, right of first refusal with respect to a sale or similar preemptive right with respect to a sale or other business combination or similar transaction, or (B) any of the Company Shares or other equity securities of any Baird Medical Company, whether newly issued or already outstanding, in any case, whether such transaction takes the form of a sale or issuance of shares or other equity securities, dividend, distribution, merger, consolidation, license, transfer, issuance of debt securities or warrants or options, right of first refusal with respect to a sale or similar preemptive right with respect to a sale or other business combination or similar transaction, management contract, joint venture or partnership, or otherwise, or (iii) any liquidation or dissolution (or the adoption of a plan of liquidation or dissolution) of any Baird Medical Company, and (b) as to ExcelFin, any proposal or offer from any person or group of persons relating to, in one transaction or a series of related transactions, any transaction constituting a Business Combination.
“Ancillary Agreements” means, collectively, (a) the Baird Medical Disclosure Letter, (b) the ExcelFin Disclosure Letter, (c) the Warrant Assignment, Assumption and Amendment Agreement, (d) the Baird Medical Shareholder Support Agreement, (e) the Sponsor Support Agreement, (f) the Baird Medical Lock-Up Agreement, (g) the Insider Letter Amendment, (h) the Registration Rights Agreement, (i) the Certificate of Merger, (j) the Surviving Corporation Governing Documents, (k) the Post-Closing PubCo Governing Documents and (l) the other agreements, certificates and instruments to be executed or delivered by any of the parties in connection with or pursuant to the Business Combination Agreement and the Transactions.
“Baird Medical” means Betters Medical Investment Holdings Limited, a Cayman Islands exempted company.
“Baird Medical Companies” means, collectively, Baird Medical and all of its direct and indirect Subsidiaries, including PubCo, Merger Sub and each of the Target Companies.
“Baird Medical Disclosure Letter” means the disclosure letter dated as of the date of the Business Combination Agreement and delivered by Baird Medical to ExcelFin.
“Baird Medical Investment Holdings Limited” is the name of PubCo, which will be publicly traded and will own each of Tycoon and ExcelFin following the closing of the Business Combination.
“Baird Medical Lock-Up Agreement” means the agreement to be entered into immediately prior to the Closing, by and between PubCo and Baird Medical, in the form of Exhibit D to the Business Combination Agreement.
“Baird Medical Material Adverse Effect” means any event that has had, or would reasonably be expected to have, individually or in the aggregate, (a) a material adverse effect on the business, assets, liabilities, results of operations or condition (financial or otherwise) of the Acquisition Entities and the Target Companies, taken as a whole, or (b) materially impair or materially delay the ability of any of the Baird Medical Companies to perform, on a timely basis, its obligations under the Business Combination Agreement or any Ancillary Agreements to which it is, or will become pursuant to the Business Combination Agreement, a party or consummate the Transactions; provided, however, that for purposes of clause (a) only, in no event will any of
 
4

 
the following events (or the effect of any of the following events), alone or in combination, be taken into account in determining whether a Baird Medical Material Adverse Effect has occurred: (i) acts of war (whether such war is declared or undeclared, existing or new), hostilities, sabotage (including any internet or “cyber” attack or hacking), social or civil unrest (including demonstrations, riots or looting) or terrorism, or any escalation or worsening of any such acts of war, hostilities, sabotage, social or civil unrest or terrorism, or changes in global, international, national, regional, state or local political or social conditions (including intercountry or intra-country relationships); (ii) earthquakes, hurricanes, tornados, tsunamis, floods, mudslides, fires, explosions, accidents, pandemics (including COVID-19 and COVID-19 Measures) or other natural or man-made disasters; (iii) changes attributable to the public announcement or pendency of the Business Combination Agreement or the Transactions (including the impact thereof on relationships with customers, suppliers, licensors, distributors, partners, providers, employees or governmental authorities, but in each case, only to the extent attributable to such announcement or pendency); (iv) changes or proposed changes in applicable laws, regulations or interpretations thereof or decisions by courts or any governmental authority after the date of the Business Combination Agreement; (v) changes or proposed changes in U.S. GAAP (or any interpretation thereof) after the date of the Business Combination Agreement; (vi) any downturn in general economic conditions, including changes in the credit, debt, financial or capital markets (including changes in interest or exchange rates, prices of any security or market index or any disruption of such markets), in each case, in the PRC, the United States or anywhere else in the world; (vii) events generally affecting the industries and markets in which the Target Companies operate; (viii) any failure to meet any projections, forecasts, guidance, estimates, milestones, budgets or financial or operating predictions of revenue, earnings, cash flow or cash position; provided, that this clause (viii) shall not prevent a determination that any event underlying any such failure has resulted in a Baird Medical Material Adverse Effect; (ix) any matter of which ExcelFin is aware on the date the Business Combination Agreement was signed; provided, that any change in circumstances, progression or worsening of any such matter shall not prevent a determination that such event has resulted in a Baird Medical Material Adverse Effect; or (x) any action expressly required by the Business Combination Agreement; provided, further, however, that if any such event related to clauses (i), (ii), (iv), (v), (vi) or (vii) above materially and disproportionately adversely affects the business, assets, liabilities, results of operations or condition (financial or otherwise) of the Acquisition Entities and the Target Companies relative to similarly situated participants in the industries and jurisdictions in which the Target Companies conduct their respective operations, then such impact may be taken into account in determining whether there has been, or would reasonably be expected to be, a Baird Medical Material Adverse Effect.
“Baird Medical Parties” means Baird Medical, the Company, PubCo and Merger Sub.
“Baird Medical Shares” means the shares of Baird Medical, including ordinary shares and preferred shares, of Baird Medical.
“Baird Medical Shareholder Support Agreement” means the agreement, dated as of June 26, 2023, by and among PubCo, ExcelFin, Baird Medical, the Company and the Key Baird Medical Shareholders, in the form of Exhibit B to the Business Combination Agreement.
“Baird Medical Shareholders” means any holder of Baird Medical Shares.
“Baird Medical Transaction Expenses” means any out-of-pocket fees and expenses incurred or payable by any of the Baird Medical Companies or their respective affiliates or on behalf of any the foregoing (whether or not billed or accrued for) as a result of or in connection with the negotiation, preparation, execution, authorization or performance of the Business Combination Agreement and the Ancillary Agreements to which any of the Acquisition Entities or Target Companies is, or will become pursuant to the Business Combination Agreement, a party and the consummation of the Transactions, including: (a) all fees, costs, expenses, brokerage fees, commissions, finders’ fees and disbursements of financial advisors, investment banks, data room administrators, attorneys, accountants and other advisors and service providers; (b) all filing fees payable to any governmental authorities in connection with the Transactions that are the responsibility of any Baird Medical Company; (c) the portion of the costs for the preparation, filing and mailing of the proxy statement/prospectus and the other related fees that are the responsibility of any Baird Medical Company pursuant; and (d) any change in control bonus, transaction bonus, retention bonus, termination or severance payment, in any case, to be made to any current or former employee, individual service provider, director or officer of any of the Target Companies at or after the Closing pursuant to any agreement to which any of the
 
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Target Companies is a party prior to the Closing and which becomes payable as a direct result of the execution of the Business Combination Agreement or the consummation of the Transactions.
“Board” means the board of directors of ExcelFin, unless otherwise defined.
“Business Combination” means the transactions contemplated by the Business Combination Agreement whereby, among other things, (a) on August 3, 2023, Baird Medical contributed all of the issued shares of Tycoon held by Baird Medical to PubCo in exchange for PubCo Ordinary Shares such that Tycoon became a wholly-owned subsidiary of PubCo and Baird Medical holds 29,411,765 PubCo Ordinary Shares and at the Effective Time (b) Merger Sub will merge with and into ExcelFin, with ExcelFin continuing as the surviving entity and wholly-owned subsidiary of PubCo.
“Business Combination Agreement” means the Business Combination Agreement, dated as of June 26, 2023, by and among (i) ExcelFin, (ii) Tycoon, (iii) PubCo, (iv) Merger Sub, and (v) Baird Medical.
“Certificate of Merger” means the certificate of merger to be filed with the Delaware Secretary of State substantially in the form of Exhibit G to the Business Combination Agreement.
“Closing” means the closing of the Business Combination.
“Closing Date” means the date and time of the Closing.
“Code” means the Internal Revenue Code of 1986, as amended.
“Combined Entity” or “Combined Company” means PubCo after the consummation of the Business Combination in which it becomes the parent company of its direct, wholly-owned subsidiaries, ExcelFin and Tycoon, and means, collectively, PubCo, and its direct, wholly-owned subsidiaries, ExcelFin and Tycoon.
“Company Shares” means all of the issued shares of Tycoon held by Baird Medical.
“Contribution Consideration Shares” means 29,411,764 PubCo Ordinary Shares issued to Baird Medical in exchange for the Company Shares.
“DGCL” means the Delaware General Corporation Law.
“Dollars” means U.S. Dollars.
“Exchange Act” means the Securities Exchange Act of 1934, as amended.
“ExcelFin” means ExcelFin Acquisition Corp., a Delaware corporation.
“ExcelFin Bylaws” means the Bylaws of ExcelFin as in effect from time to time.
“ExcelFin Charter” means the Amended and Restated Certificate of Incorporation of ExcelFin, dated as of October 20, 2021, as amended to date.
“ExcelFin Class A Common Stock” means the Class A common stock, par value $0.0001 per share, of ExcelFin.
“ExcelFin Class B Common Stock” means the Class B common stock, par value $0.0001 per share, of ExcelFin.
“ExcelFin Common Stock” means the ExcelFin Class A Common Stock and ExcelFin Class B Common Stock.
“ExcelFin Closing Cash” means an aggregate amount of cash equal to, without duplication, (a) as of immediately prior to the Closing, (i) the amount in the Trust Account before giving effect to any ExcelFin Redemptions in accordance with the ExcelFin Charter, less (ii) the amount required to settle all actual ExcelFin Redemptions in accordance with the ExcelFin Charter, plus (b) the aggregate proceeds to be received by PubCo from the consummation of the potential PIPE Investment. ExcelFin Closing Cash is calculated prior to the payment of ExcelFin Transaction Expenses, which expenses are estimated to be $11.7 million.
“ExcelFin Disclosure Letter” means the disclosure letter dated as of the date of the Business Combination Agreement and delivered by ExcelFin to Baird Medical.
 
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“ExcelFin Initial Stockholders” means our Sponsor who purchased our founder shares (consisting of ExcelFin Class B Common Stock issued prior to our IPO) and its permitted transferees. On October 25, 2023, all outstanding shares of ExcelFin Class B Common Stock were converted into an equal number of shares of ExcelFin Class A Common Stock.
“ExcelFin IPO” or “our IPO” means ExcelFin’s initial public offering, which closed on October 25, 2021.
“ExcelFin Material Adverse Effect” means any event that has had, or would reasonably be expected to have, individually or in the aggregate, (a) a material adverse effect on the business, assets, liabilities, results of operations or condition (financial or otherwise) of ExcelFin or (b) materially impair or materially delay the ability of ExcelFin to perform, on a timely basis, its obligations under the Business Combination Agreement or any Ancillary Agreements to which it is, or will become pursuant to the Business Combination Agreement, a party or consummate the Transactions; provided, however, that for purposes of clause (a) only, in no event will any of the following events (or the effect of any of the following events), alone or in combination, be taken into account in determining whether a ExcelFin Material Adverse Effect has occurred: (i) acts of war (whether such war is declared or undeclared, existing or new), hostilities, sabotage (including any internet or “cyber” attack or hacking), social or civil unrest (including demonstrations, riots or looting) or terrorism, or any escalation or worsening of any such acts of war, hostilities, sabotage, social or civil unrest or terrorism, or changes in global, international, national, regional, state or local political or social conditions (including intercountry or intra-country relationships); (ii) earthquakes, hurricanes, tornados, tsunamis, floods, mudslides, fires, explosions, accidents, pandemics or other natural or man-made disasters; (iii) changes attributable to the public announcement or pendency of the Business Combination Agreement or the Transactions (including the impact thereof on relationships with customers, suppliers, licensors, distributors, partners, providers, employees or governmental authorities, but in each case, only to the extent attributable to such announcement or pendency); (iv) changes or proposed changes in applicable laws, regulations or interpretations thereof or decisions by courts or any governmental authority after the date of the Business Combination Agreement; (v) changes or proposed changes in U.S. GAAP (or any interpretation thereof) after the date of the Business Combination Agreement; (vi) any downturn in general economic conditions, including changes in the credit, debt, financial or capital markets (including changes in interest or exchange rates, prices of any security or market index or any disruption of such markets), in each case, in the PRC, the United States or anywhere else in the world; (vii) events generally affecting the industries and markets in which ExcelFin operates; (viii) any failure to meet any projections, forecasts, guidance, estimates, milestones, budgets or financial or operating predictions of revenue, earnings, cash flow or cash position; provided, that this clause (viii) shall not prevent a determination that any event underlying any such failure has resulted in a ExcelFin Material Adverse Effect; (ix) any matter of which Baird Medical is aware on the date of the signing of the Business Combination Agreement; provided, that any change in circumstances, progression or worsening of any such matter shall not prevent a determination that such event has resulted in a ExcelFin Material Adverse Effect; or (x) any action expressly required by the Business Combination Agreement; provided, further, however, that if any such event related to clauses (i), (ii), (iv), (v), (vi) or (viii) above materially and disproportionately adversely affects the business, assets, liabilities, results of operations or condition (financial or otherwise) of ExcelFin relative to similarly situated participants in the industries and jurisdictions in which ExcelFin conducts its operations, then such impact may be taken into account in determining whether there has been, or would reasonably be expected to be, a ExcelFin Material Adverse Effect.
“ExcelFin Preferred Stock” means the shares of preferred stock, par value $0.0001 per share, of ExcelFin.
“ExcelFin Modification in Recommendation” means any action by the Board to: (a) (i) change, withdraw, withhold, amend, modify or qualify, or publicly propose to change, withdraw, withhold, amend, modify or qualify, in a manner adverse to Baird Medical or PubCo, the Board Recommendation, or (ii) adopt, approve, endorse or recommend, or publicly propose to adopt, approve, endorse or recommend to the Board for recommendation to the ExcelFin Stockholders any Alternative Transaction; (b) make any public statement inconsistent with the Board Recommendation; (c) resolve or agree to take any of the foregoing actions; or (d) authorize, cause or permit ExcelFin or any of its representatives to enter into any Alternative Transaction. For the avoidance of doubt, an Intervening Event Recommendation Change shall constitute a ExcelFin Modification in Recommendation.
“ExcelFin Private Placement Warrants” means ExcelFin’s 11,700,000 redeemable warrants sold in a private placement to the Sponsor.
 
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“ExcelFin Private Placement Warrant Agreement” means the Private Warrant Agreement, dated as of October 21, 2021, by and between ExcelFin and the Warrant Agent.
“ExcelFin Public Warrants” means ExcelFin’s redeemable warrants sold as part of the units in the ExcelFin IPO (whether they are purchased in the ExcelFin IPO or thereafter in the open market).
“ExcelFin Public Warrant Agreement” means the Public Warrant Agreement, dated as of October 20, 2021, by and between ExcelFin and the Warrant Agent.
“ExcelFin Redemption” means the election of an eligible (as determined in accordance with the ExcelFin Governing Documents) ExcelFin stockholder to redeem all or a portion of the shares of ExcelFin Class A Common Stock held by such ExcelFin Stockholder in connection with the consummation of the Transactions.
“ExcelFin Stockholders’ Approval” means the approval of the Required Transaction Proposals, in each case, by an affirmative vote of the holders of at least a majority of the outstanding shares of ExcelFin Stock entitled to vote, who attend and vote thereupon (as determined in accordance with the ExcelFin Governing Documents) at an ExcelFin Stockholder Meeting duly called by the Board and held for such purpose.
“ExcelFin Transaction Expenses” means any out-of-pocket fees and expenses incurred or payable by ExcelFin or on its behalf (whether or not billed or accrued for) as a result of or in connection with the negotiation, preparation, execution, authorization or performance of the Business Combination Agreement and the Ancillary Agreements to which ExcelFin is, or will become pursuant to the Business Combination Agreement, a party and the consummation of the Transactions, including: (a) all fees, costs, expenses, brokerage fees, commissions, finders’ fees and disbursements of financial advisors, investment banks, data room administrators, attorneys, accountants and other advisors and service providers; (b) all fees, costs and expenses in connection with the negotiation, preparation, execution, authorization or performance of the Subscription Agreements and the consummation of the potential PIPE Investment; (c) all filing fees payable to any governmental authorities in connection with the Transactions that are the responsibility of ExcelFin; (d) the portion of the costs for the preparation, filing and mailing of the proxy statement/prospectus and the other related fees that are the responsibility of ExcelFin; and (e) any change in control bonus, transaction bonus, retention bonus, termination or severance payment, in any case, to be made to any current or former employee, individual service provider, director or officer of ExcelFin at or after the Closing pursuant to any agreement to which ExcelFin is a party prior to the Closing and which becomes payable as a direct result of the execution of the Business Combination Agreement or the consummation of the Transaction.
“ExcelFin Units” means a unit consisting of one share of ExcelFin Class A Common Stock and one-half of one ExcelFin Public Warrant.
“Fin VC” means Fin VC Constellation, LLC, an affiliate of the Sponsor.
“founder shares” or “ExcelFin Class B Common Stock” means an aggregate of 5,750,000 shares of ExcelFin Class B Common Stock held by ExcelFin Initial Stockholders and their permitted transferees, convertible into shares of ExcelFin Class A Common Stock on a one-for-one basis. All of these shares were converted into ExcelFin Class A Common Stock on October 25, 2023. At the time of the conversion, all of the ExcelFin Class B Common Stock was held of record by the Sponsor. References herein to the founder shares include the shares of ExcelFin Class A Common Stock issued upon conversion of the ExcelFin Class B Common Stock.
“Frost & Sullivan Report” means the September 2022 Report from Frost & Sullivan attached hereto as Exhibit C.
“Grand Fortune Capital” means Grand Fortune Capital LLC, an affiliate of the Sponsor.
“Insider Letter” means the agreement, dated as of October 21, 2021, among ExcelFin, the Sponsor, and certain other shareholders of ExcelFin, in connection with ExcelFin IPO.
“Insider Letter Amendment” means the agreement, dated as of June 26, 2023, by and among ExcelFin, the Sponsor, and certain other shareholders of ExcelFin, to amend that certain Letter Agreement, dated as of October 20, 2021, in the form of Exhibit E to the Business Combination Agreement.
 
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“Intervening Event” means an event that (a) is materially adverse to the businesses, assets, liabilities, results of operations or condition (financial or otherwise) of the Baird Medical Companies, (b) is unknown by the Board as of the date of the Business Combination Agreement and (c) which event becomes known to or by the Board prior to obtaining the ExcelFin Stockholders’ Approval; provided, however, that in no event would any of the following (or the effect of any of the following), alone or in combination, be deemed to constitute, or be taken into account in determining whether there has been or will be, an “Intervening Event”: (i) any Alternative Transaction with respect to ExcelFin; (ii) any changes in the price or trading volume of ExcelFin Stock, ExcelFin Units or ExcelFin Warrants; (iii) any action filed or threatened against ExcelFin or any member of the Board arising out of or related to the Transactions by a Person other than a governmental authority that was not known by, or the consequences of which were not reasonably foreseeable to, the Board as of the signing date and that becomes known to the Board after the signing date and prior to the ExcelFin Stockholder Meeting; (iv) any effect related to meeting, failing to meet or exceeding projections of the Baird Medical Companies; (v) any action expressly required by, or required to be taken by a party in order to comply with its express obligations under, the Business Combination Agreement or any Ancillary Agreement; or (vi) the timing of any approval or clearance of any governmental authority required for the consummation of the Transactions.
“Key Baird Medical Shareholders” means certain shareholders of Baird Medical collectively representing approximately 68.2% of the issued and outstanding shares of Baird Medical who agreed as part of the transactions contemplated by the Business Combination Agreement to enter into the Baird Medical Shareholder Support Agreement.
“Merger” means the merger whereby Merger Sub will merge with and into ExcelFin, with ExcelFin continuing as the surviving entity and wholly-owned subsidiary of PubCo.
“Merger Sub” means Betters Medical Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of PubCo.
“Merger Consideration Shares” means the PubCo Ordinary Shares to be exchanged for the shares of ExcelFin Stock in the Merger.
“Minimum Cash Condition” means the condition in the Business Combination Agreement requiring that ExcelFin have, upon the Closing, ExcelFin Closing Cash of at least equal to $15.0 million. ExcelFin Closing Cash is calculated prior to the payment of ExcelFin Transaction Expenses, which expenses are estimated to be $11.7 million.
“Nanjing Plant” means Baird Medical’s production plant located at 2/F, Building 4, Haiermansi Industrial Park, No. 2881, Shuanglong Avenue, Jiangning Economic and Technological Development Zone, Nanjing City.
“Private Placement Warrants” means the 11,700,000 warrants issued to Sponsor at a purchase price of $1.00 per warrant, simultaneously with the closing of the IPO in a private placement transaction.
“PIPE Investment” means the potential investment made by PIPE Investors pursuant to which they agree to purchase PubCo Ordinary Shares concurrently with the Closing.
“Post-Closing PubCo Governing Documents” means the amended and restated memorandum and articles of association of PubCo in the form attached hereto as Annex B, to be effective immediately prior to the listing of the PubCo Ordinary Shares.
“PRC” means the People’s Republic of China (but solely for the purposes of the Business Combination Agreement, excluding Hong Kong, the Macau Special Administrative Region and the islands of Taiwan).
“Private Placement” means the private placement consummated simultaneously with the ExcelFin IPO in which ExcelFin issued the private placement warrants to the Sponsor.
“Proposals” means the Business Combination Proposal, the Charter Amendments Proposal, the Advisory Charter Amendment Proposal and the Adjournment Proposal.
 
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“PubCo” means Baird Medical Investment Holdings Limited, a Cayman Islands exempted company, and a newly formed corporation in connection with the Business Combination, and upon consummation of the Business Combination each of ExcelFin and Tycoon will be direct, wholly-owned subsidiaries of PubCo.
“PubCo Articles” means the articles of association of PubCo as adopted on June 16, 2023, as may be amended from time to time.
“PubCo Governing Documents” means, collectively, the PubCo Memorandum and the PubCo Articles.
“PubCo Memorandum” means the memorandum of association of PubCo as adopted on June 16, 2023, as may be amended from time to time.
“PubCo Ordinary Shares” means ordinary shares, par value $0.0001 per share, of PubCo.
“PubCo Securities” means, collectively, the PubCo Ordinary Shares and the PubCo Warrants.
“public warrants” means the ExcelFin Public Warrants sold as part of the ExcelFin Units in the ExcelFin IPO.
“public shares” means ExcelFin Class A Common Stock underlying the ExcelFin Units sold in the ExcelFin IPO.
“public stockholders” means holders of public shares.
“publicly traded units” means ExcelFin Units issued in the ExcelFin IPO.
“redemption” or “Redemption” means the right of the holders of ExcelFin Class A Common Stock to have their shares redeemed in accordance with the procedures set forth in this proxy statement/prospectus.
“Registration Rights Agreement” means the registration rights agreement to be entered into at Closing, by and among PubCo, the Sponsor, Baird Medical and certain other parties.
“Required Transaction Proposals” means Proposals Nos. 1, 2 and 4.
“Share Contribution” means the transactions contemplated by the Business Combination Agreement whereby on August 3, 2023, Baird Medical contributed all of the issued Company Shares to PubCo in exchange for PubCo Ordinary Shares such that Tycoon became a wholly-owned subsidiary of PubCo and Baird Medical received in exchange therefor 29,411,764 PubCo Ordinary Shares.
“Shareholders’ Agreement” means that certain Shareholders’ Agreement, dated July 5, 2021, by and among Baird Medical, the Company, Baide Medical Investment Company Limited, Haimei Wu, and certain additional subsidiaries and investors.
“Special Meeting” means the special meeting of the stockholders of ExcelFin, to be virtually held at 10:00 a.m. Eastern Time, on [•], 2024.
“Sponsor” means ExcelFin SPAC LLC, a Delaware limited liability company.
“Sponsor Registration Rights Agreement” means the agreement dated October 21, 2021, by and among ExcelFin, the Sponsor, and certain other parties, entered into in connection with the ExcelFin IPO.
“Sponsor Support Agreement” means the agreement dated as of June 26, 2023, by and among PubCo, ExcelFin and the Sponsor, in the form of Exhibit C to the Business Combination Agreement.
“Surviving Corporation” means ExcelFin following the effective time of the Merger.
“Surviving Corporation Governing Documents” means the certificate of incorporation and bylaws of the Surviving Corporation.
“Taicang Plant” means Baird Medical’s manufacturing site located at Rooms 101, 201 and 501 of Building 7, Bioport II, No. 52, Yinguang Road, Fuqiao Town, Taicang City.
“Target Group” means Tycoon Choice Global Limited and its subsidiaries.
 
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“Transactions” means, collectively, each of the transactions contemplated by the Business Combination Agreement or any of the Ancillary Agreements, including the Share Contribution, the Merger and the potential PIPE Investment.
“Trust Account” means the trust account of ExcelFin, which holds the net proceeds of the ExcelFin IPO and the sale of the placement warrants, together with interest earned thereon, less amounts released to remit tax payable obligations and up to $100,000 of any remaining interest for dissolution expenses.
“Tycoon” means Tycoon Choice Global Limited, a business company limited by shares incorporated under the laws of the British Virgin Islands, also referred to as the “Company”.
“Warrant Agent” means American Stock Transfer & Trust Company, LLC, a limited liability trust company organized and existing under the laws of the State of New York.
“Warrant Assignment, Assumption and Amendment Agreement” means the agreement to be entered into at Closing by and among PubCo, ExcelFin, and the Warrant Agreement providing for the cancellation of the ExcelFin Private Placement Warrants, the termination of the ExcelFin Private Placement Warrant Agreement, the amendment of the ExcelFin Public Warrant Agreement such that the ExcelFin Public Warrants are exercisable for PubCo Ordinary Shares instead of ExcelFin Class A Common Stock, and the assignment by ExcelFin of all of its right, title and interest in the ExcelFin Public Warrant Agreement to PubCo, in the form of Exhibit A to the Business Combination Agreement.
 
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This proxy statement/prospectus contains “forward-looking statements.”. This includes, without limitation, statements regarding the financial position, financial performance, business strategy, expectations of our business and the plans and objectives of management for future operations, including as they relate to the potential Business Combination. These statements constitute projections, forecasts and forward-looking statements, and are not guarantees of performance. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this proxy statement/prospectus, forward-looking statements may be identified by the use of words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,” “seek,” “target”, “designed to” or other similar expressions that predict or indicate future events or trends or that are not statements of historical facts. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. These forward-looking statements may include statements, among other things, relating to:

the benefits of the Business Combination;

the future financial and business performance of PubCo and its subsidiaries, including the Target Group, following the Business Combination;

the performance of the Target Group technology in full-scale operations at customer locations;

the potential market size and the assumptions and estimates related thereto;

changes in the market for the Target Group products and services;

expansion and other plans and opportunities; and

other statements preceded by, followed by or that include the words “estimate,” “plan,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “seek” or “target,” or similar expressions.
These forward-looking statements are based on information available as of the date of this proxy statement/prospectus, and expectations, forecasts and assumptions as of that date, and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date, and we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
In addition, you should not place undue reliance on forward-looking statements in deciding how to grant your proxy, how your vote should be cast or whether to vote your shares on the proposals set forth in this proxy statement/prospectus. As a result of a number of known and unknown risks and uncertainties, our actual results or performance may be materially different from those expressed or implied by our forward-looking statements. Some factors that could cause actual results to differ include, among others:

the risks of doing business in China;

the occurrence of any event, change or other circumstance that could give rise to the termination of the Business Combination Agreement;

a delay in completing, or the inability to complete, the transactions contemplated by the proposed Business Combination, due to a failure to obtain the approval of the stockholders of ExcelFin, a failure to satisfy other conditions to Closing in the Business Combination Agreement or some other reason;

satisfaction or waiver (if applicable) of the conditions to the consummation of the Business Combination, including, among other things:

the satisfaction or waiver of certain customary closing conditions, including, among others, (i) approval of the Business Combination and related agreements and transactions by the stockholders of ExcelFin, (ii) effectiveness of the registration statement of which this proxy statement/prospectus forms a part, (iii) the receipt of certain regulatory approvals (including, but not limited to, approval for listing on the Nasdaq of PubCo Ordinary Shares to be issued in connection with the Business Combination), (iv) that ExcelFin have at least $5,000,001 of net tangible assets upon Closing and (v) the absence of any injunctions; and

the Minimum Cash Condition;
 
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the inability to obtain the listing of PubCo Ordinary Shares on Nasdaq or another exchange following the Business Combination;

the risk that the proposed Business Combination disrupts the Target Group’s current plans and operations;

the response or reaction of the Target Group’s customers to the Business Combination;

the inability to realize the anticipated benefits of the Business Combination, which could result from, among other things, competition, or the inability of the combined business to generate revenue, grow and manage growth profitably;

the level of redemptions by holders of ExcelFin Class A Common Stock;

differences in debt, working capital, expenses, or other items that affect the consideration in the Business Combination, or other assumptions relating to our calculation of possible values and percentage holdings of parties to the Business Combination Agreement;

costs related to the Business Combination;

the outcome of any legal proceedings that might be instituted against ExcelFin, Baird Medical or the Target Group, including any legal proceedings relating to the proposed Business Combination;

changes in applicable laws or regulations;

the actual performance of the Target Group’s technology in full-scale operation at customer locations;

the timing of revenue and expenditures;

the ability of the Target Group to access sufficient capital to run its business;

assumptions regarding, and changes in, energy, material and labor prices;

the possibility that ExcelFin or the Target Group might be adversely affected by other economic, business or competitive factors; and

other risks and uncertainties indicated in this proxy statement/prospectus, including those indicated under the section entitled “Risk Factors.”
 
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RISK FACTOR SUMMARY
Baird Medical’s business and its ability to execute its strategy, the proposed Business Combination, and any investment in the securities of PubCo after the Business Combination are subject to risks and uncertainties, many of which are beyond PubCo’s control and will be beyond the control of the Combined Company. You should carefully consider and evaluate all of the risks and uncertainties with respect to any investment in the securities of the Combined Company, including, but not limited to, the following and those discussed under “Risk Factors.” References below to Baird Medical shall be deemed to also refer to PubCo and the post-Business Combination company, as the context requires or as appropriate.
Because most of the operations of PubCo will be conducted in Mainland China through its wholly-owned subsidiary Tycoon and its subsidiaries, the business is subject to PRC laws and regulations and supervision and potential intervention by the Chinese government, which could result in a material change in the Target Group’s operations and/or the value of PubCo Ordinary Shares and PubCo Warrants after the Business Combination. For instance, the overseas listing filing procedure of the CSRC is required to be made in connection with the Business Combination and was obtained on January 2, 2024, and the approval of the CAC or other PRC regulatory agencies may be required in the future in connection with the Business Combination. In addition, our funds or assets located within the PRC may not be available to fund operations or for other use outside of the PRC, and because our business is subject to the laws and regulations of the PRC, there are additional legal and operational risks associated with being based in China.
Rules and regulations in China can change quickly with very short notice and PubCo cannot predict future developments in the PRC legal system. After the completion of the Business Combination, PubCo may need to procure additional permits, authorizations and approvals for its operations, which it may not be able to obtain. PubCo’s inability to obtain such permits or authorizations may materially adversely affect it business, financial condition and results of operations. As a result, PubCo’s securities could significantly decline in value or even become worthless. The legal and operational risks associated with having the majority of PubCo’s operations in China could result in a material change in its operations and/or the value of the PubCo securities being offered hereby or could significantly limit or completely hinder PubCo’s ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless.
Recently, the PRC government has promulgated regulations for the supervision and management of offerings that are conducted outside Mainland China and/or foreign investments in Mainland China-based issuers, which suggests that the PRC government will focus its attention on overseas offerings more than it has in prior years. While PubCo will be a Cayman Islands company after the Business Combination, its operating subsidiary Tycoon’s headquarters are in Guangzhou in the PRC and a majority of its operations will be conducted in Mainland China. Any future action by the government of the People’s Republic of China, or PRC, expanding the categories of industries and companies whose foreign securities offerings are subject to government review could significantly limit or hinder PubCo’s ability to offer or continue to offer securities to investors after the Business Combination and could cause the value of such securities to significantly decline.
For a complete description of each the risks described below (which descriptions summarize the heading of the full risk factor), please see “Risk Factors Relating to Baird Medical’s Business and Industry” beginning on page [•].

The limited operating history of Baird Medical may not be indicative of its future growth and makes it difficult to predict its future prospects, including business and financial performance.

Baird Medical’s historical operating results may not be representative of future performance. In particular, Baird Medical’s high gross profit margin may not be sustainable.

Baird Medical may be unable to obtain, maintain or renew the regulatory filings and registration certificates needed to commercialize its microwave medical devices in a timely manner, or at all.

Baird Medical’s sales may be affected by the level of medical insurance reimbursement available to patients using its products.

Baird Medical may not be able to successfully complete product registration testing or clinical trials in a timely manner and at acceptable costs, or at all.
 
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Baird Medical may not be able to obtain Class III medical device registration certificates specifically approved for the treatment of additional diseases in a timely manner.

Baird Medical may be unable to develop or successfully market new or commercially viable products and technologies or improve its existing products and technologies in a timely manner, or at all.

There may be quality defects in Baird Medical’s products, which may cause safety issues and expose Baird Medical to potential product liability claims.

Relevant government authorities may require Baird Medical to contribute additional social insurance premiums or housing provident funds, or may impose late payment fees or fines on Baird Medical.

Negative publicity and allegations involving Baird Medical, its shareholders, directors, officers, employees and business partners may affect Baird Medical’s reputation.

Any disruptions to the operation of manufacturing facilities could materially adversely affect Baird Medical’s business, financial condition and results of operations.

Baird Medical’s future success depends on its ability to retain members of its management team.

Baird Medical’s forecasts and projections are based upon assumptions, analyses and estimates developed by management.

If Baird Medical fails to comply with environmental, health and safety laws and regulations, Baird Medical could be subject to fines or penalties.

Baird Medical may require a significant amount of capital to fund its operations and future growth.

Baird Medical’s patent rights relating to its products and technologies may be found to be invalid or unenforceable.

If third parties claim that Baird Medical infringes upon, misappropriates or violates their intellectual property rights, Baird Medical may incur liabilities and financial penalties and may have to redesign or discontinue selling the affected product.

If Baird Medical’s trademarks, trade names and other proprietary rights are not adequately protected, Baird Medical may not be able to build name recognition in its markets of interest and Baird Medical’s business may be adversely affected.

Baird Medical may be required to repurchase its previously issued convertible redeemable preference shares.
For a complete description of each the risks described below (which descriptions summarize the heading of the full risk factor), please see “Risks Related to Doing Business in China” beginning on page [•].

The Holding Foreign Companies Accountable Act (“HFCAA”), together with recent joint statement by the SEC and PCAOB, and Nasdaq rule changes, all call for additional and more stringent criteria to be applied to PRC-based auditors who are not inspected by the PCAOB.

Refinement of and changes to enforcement patterns and practices in the PRC and the evolution of policies.

The Chinese government may refine or modify its level of supervision over overseas public offerings conducted by China-based issuers.

Under the Trial Measures, the PRC government exerts more oversight and control over offerings that are conducted overseas and foreign investment in China-based issuers.

Changes in the political and economic policies of the PRC government or in relations between China and the United States may materially and adversely affect our business.

Permissions are required for our business from PRC Authorities which have been received to date, but there can be no assurance of future events relating to such permissions.

Actions by the government of China to exert more supervision over offerings, if any, may limit or completely hinder PubCo’s ability to offer or continue to offer securities to investors or cause the value of such securities to decline or in some circumstances become worthless.
 
15

 

Enforcement of the PRC Labor Contract Law and other labor-related regulations in the PRC may become more frequent.

PRC regulations relating to foreign exchange registration of overseas investment and roundtrip investment in China by PRC residents through Special Purpose Vehicles may adversely affect us.

PRC regulation on loans to, and direct investment in, our PRC subsidiaries by offshore holding companies and governmental supervision of currency conversion could materially and adversely affect our liquidity and our ability to fund and expand our business.

Under the PRC Enterprise Income Tax Law, we may be classified as a PRC “resident enterprise” for PRC enterprise income tax purposes.

Dividends payable to our foreign investors and gains on the sale of PubCo Ordinary Shares by our foreign investors may be subject to PRC tax.

Fluctuations in exchange rates could result in foreign currency exchange losses.

Restrictions on currency exchange may limit our ability to utilize our revenues effectively.

The overseas listing filing procedure of the CSRC is required in connection with the Business Combination and was obtained on January 2, 2024, and the approval of the CAC or other PRC regulatory agencies may be required in the future in connection with the Business Combination.

Our funds or assets located within the PRC may not be available to fund operations or for other use outside of the PRC.

You may experience difficulties in effecting service of legal process, enforcing foreign judgments or bringing actions in China against us or our management named in the proxy statement/prospectus based on foreign laws.
For a complete description of each the risks described below (which descriptions summarize the heading of the full risk factor), please see “Risks Relating to ExcelFin, PubCo and the Business Combination” beginning on page [•].

The process of taking a company public by means of a business combination with a SPAC may create risks for unaffiliated investors.

The Combined Entity does not currently intend to pay dividends on its ordinary shares.

There may not be an active trading market for the PubCo Ordinary Shares.

The working capital available to the Combined Company after the Business Combination will be reduced to the extent ExcelFin’s stockholders exercise their redemption rights.

ExcelFin and Baird Medical have no history operating as a combined company.

The Business Combination remains subject to conditions that ExcelFin cannot control.

The Sponsor, and ExcelFin’s directors and officers, have conflicts of interest in determining to pursue the Business Combination with Baird Medical, since certain of their interests, and certain interests of their affiliates and associates, are different from or in addition to (and which may conflict with) the interests of ExcelFin’s stockholders.

Deferred underwriting fees in connection with the IPO and payable at the consummation of our initial business combination will not be adjusted to account for redemptions by our public stockholders.

If the Business Combination’s benefits do not meet the expectations of investors, stockholders or financial analysts, the market price of ExcelFin’s or PubCo’s securities may decline.

The PubCo Ordinary Shares to be received by ExcelFin’s stockholders as a result of the Business Combination will have different rights from shares of ExcelFin Class A Common Stock.

There may be tax consequences of the Merger that adversely affect holders of ExcelFin Class A Common Stock or ExcelFin Public Warrants.

Future resales of PubCo Ordinary Shares issued in connection with the Business Combination may cause the market price of PubCo Ordinary Shares to drop significantly.
 
16

 

If third parties bring claims against the Company, the proceeds held in the Trust Account could be reduced and the per-share redemption amount received by stockholders may be less than $10.20 per share.

ExcelFin’s stockholders may be held liable for claims by third parties against ExcelFin to the extent of distributions received by them.
For a complete description of each the risks described below (which descriptions summarize the heading of the full risk factor), please see “Risks Related to Ownership of PubCo Ordinary Shares” please see page [•].

Concentration of ownership among Baird Medical’s existing executive officers, directors and their affiliates may prevent new investors from influencing significant corporate decisions.

There can be no assurance that PubCo Ordinary Shares will be approved for listing on Nasdaq upon the Closing.

A market for PubCo’s securities may not develop.
 
17

 
QUESTIONS AND ANSWERS
FOR STOCKHOLDERS OF EXCELFIN
The following questions and answers briefly address some commonly asked questions about the proposals to be presented at the Special Meeting of ExcelFin stockholders. The following questions and answers do not include all the information that is important to stockholders of ExcelFin. We urge the stockholders of ExcelFin to read carefully this entire proxy statement/prospectus, including the annexes and other documents referred to herein.
Q:
Why am I receiving this proxy statement/prospectus?
A:
ExcelFin’s stockholders are being asked to consider and vote upon a proposal to approve the Business Combination contemplated by the Business Combination Agreement, among other proposals. Upon the completion of the transactions contemplated by the Business Combination Agreement, each of ExcelFin and Tycoon will become a direct, wholly-owned subsidiary of a newly formed company, PubCo. A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A.
This proxy statement/prospectus and its annexes contain important information about the proposed Business Combination and the other matters to be acted upon at ExcelFin’s Special Meeting. You should read this proxy statement/prospectus and its annexes and the other documents referred to herein carefully and in their entirety.
YOUR VOTE IS IMPORTANT. YOU ARE URGED TO SUBMIT YOUR PROXIES AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT/PROSPECTUS AND ITS ANNEXES AND CAREFULLY CONSIDERING EACH OF THE PROPOSALS BEING PRESENTED AT THE SPECIAL MEETING.
Q:
What proposals are stockholders of ExcelFin being asked to vote upon?
A:
Stockholders of ExcelFin are being asked to vote on the following proposals:
(1)
The Business Combination Proposal (Proposal 1) — To approve and adopt the Business Combination Agreement and the transactions contemplated therein, including the Business Combination. A summary of the Business Combination is set forth in the “Business Combination (Proposal 1)” section of this proxy statement/prospectus and a complete copy of the Business Combination Agreement is attached hereto as Annex A. You are encouraged to read them in their entirety.
(2)
The Charter Amendments Proposal (Proposal 2) — Assuming the Business Combination Proposal (Proposal 1) is approved and adopted, to approve the Post-Closing PubCo Governing Documents of PubCo, in the form appended to this proxy statement/prospectus as Annex B in accordance with the ExcelFin Charter, a summary of which is set forth in “The Charter Amendments Proposal (Proposal 2)” section of this proxy statement/prospectus, which provides for the following material differences from the ExcelFin Charter:
(a)
An authorized share capital of $50,000 divided into 500,000,000 ordinary shares of a par value of $0.0001 each.
(3)
Advisory Charter Amendment Proposal (Proposal 3) — To consider and vote upon, on a non-binding basis, certain governance provisions in the Post-Closing PubCo Governing Documents, presented separately in accordance with SEC requirements. A summary of these provisions is set forth in the “Advisory Charter Amendment Proposal (Proposal 3)” section of this proxy statement/prospectus.
(4)
The Adjournment Proposal (Proposal 4) — To consider and vote upon a proposal to adjourn the Special Meeting of ExcelFin to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, there are not sufficient votes to approve one or more of the proposals at the special meeting.
Q:
Are the proposals conditioned on one another?
A:
Yes. We refer to the Business Combination Proposal and the Charter Amendments Proposal as “Required Transaction Proposals”. The Business Combination is conditioned on the approval of each of the Required Transaction Proposals at the special meeting. The Required Transaction Proposals are each
 
18

 
conditioned on each other. If the Business Combination Proposal is not approved, the other Proposals, other than the Advisory Charter Amendment Proposal and the Adjournment Proposal, will not be presented to the stockholders of ExcelFin at the Special Meeting. Neither the Adjournment Proposal nor the Advisory Charter Amendment Proposal is conditioned on the approval of any other proposal set forth in this proxy statement/prospectus. It is important for you to note that, in the event that the Business Combination Proposal does not receive the requisite vote for approval after taking into account any approved adjournment or postponement, if necessary, we will not consummate the Business Combination. If ExcelFin does not consummate the Business Combination and fails to complete an initial business combination by April 25, 2024, or extend the termination date by means of amendment to the ExcelFin Charter, ExcelFin will be required to dissolve and liquidate its Trust Account by returning the then remaining funds in such account to its public stockholders.
Q:
What will happen in the Business Combination?
A:
Pursuant to the Business Combination Agreement (a) on August 3, 2023, Baird Medical contributed all of the issued shares of Tycoon held by Baird Medical to PubCo in exchange for PubCo Ordinary Shares such that Tycoon became a wholly-owned subsidiary of PubCo and Baird Medical received in exchange therefor 29,411,764 PubCo Ordinary Shares valued at $10.20 per share, that have an aggregate value equal to Three Hundred Million Dollars ($300,000,000); and (b) after the special meeting, Merger Sub will merge with and into ExcelFin, with ExcelFin continuing as the surviving entity and wholly-owned subsidiary of PubCo.
The Business Combination Agreement provides that at the effective time of the Business Combination (the “Effective Time”):
(i)
each ExcelFin Unit that is issued and outstanding shall be automatically divided, and the holder thereof shall be deemed to hold one share of ExcelFin Class A Common Stock and one-half of one ExcelFin Public Warrant in accordance with the terms of the applicable ExcelFin Unit;
(ii)
each outstanding public shares of ExcelFin Class A Common Stock will be exchanged for one PubCo Ordinary Share; and, subject to a vesting requirement for 1,350,000 of such shares held by the Sponsor, each outstanding share of ExcelFin Class A Common Stock held by the Sponsor or its assignees will be cancelled in exchange for one PubCo Ordinary Share;
(iii)
the registered holder of each outstanding public warrant to purchase one share of ExcelFin Class A Common Stock (collectively, the “ExcelFin Public Warrants”) will be issued, in exchange for the ExcelFin Public Warrants, an equal number of warrants (collectively, the “PubCo Warrants”) to purchase one PubCo Ordinary Share upon the same terms as were applicable to the ExcelFin Public Warrants.
The Business Combination Agreement provides that each of the shares of Class A Common Stock owned by the Sponsor and its assignees will be cancelled in exchange for one PubCo Ordinary Share upon the Closing of the Business Combination. However, 1,350,000 of the PubCo Ordinary Shares issued to the Sponsor in the Business Combination in exchange for ExcelFin Class A Common Stock (the “Earnout Shares”) will not vest unless and until within the fifth anniversary of the closing of the Business Combination (a) the volume weighted average price of the PubCo Ordinary Shares on Nasdaq is greater than or equal to $12.50 per share for any 20 trading days within a 30-day trading period or (b) a change of control of PubCo occurs.
For an explanation and estimate of the consideration to Baird Medical in the Business Combination, see the section entitled “Summary of the Proxy Statement/Prospectus — The Business Combination Proposal (Proposal 1) — Transaction Consideration.”
This registration statement and the accompanying proxy statement/prospectus relate to an offering of PubCo Ordinary Shares and PubCo Warrants. PubCo is the holding company in the Business Combination, and is an exempted company incorporated in the Cayman Islands. After consummation of the Business Combination, PubCo will directly own Tycoon and indirectly own Tycoon’s subsidiaries. For more information, see “Information about Baird Medical — The Combined Company and Our Structure before and after the Business Combination”.
 
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Q:
What conditions must be satisfied to complete the Business Combination?
A:
In addition to approval of the Required Transaction Proposals, there are a number of closing conditions in the Business Combination Agreement. For a summary of the conditions that must be satisfied or waived prior to the Closing of the Business Combination, see the section titled “The Business Combination Proposal — The Business Combination Agreement — Conditions to Consummation of the Business Combination” and “Summary of the Proxy Statement/ Prospectus — The Proposals — The Business Combination Proposal.”
Q:
Why is ExcelFin providing stockholders with the opportunity to vote on the Business Combination?
A:
Under the ExcelFin Charter, ExcelFin must provide all holders of its public shares with the opportunity to have their public shares redeemed upon the consummation of ExcelFin’s initial business combination either in conjunction with a tender offer or in conjunction with a stockholder vote. For legal and other reasons, ExcelFin has elected to provide its stockholders with the opportunity to have their public shares redeemed in connection with a stockholder vote rather than a tender offer. Therefore, ExcelFin is seeking to obtain the approval of its stockholders of the Business Combination Proposal in order to allow its public stockholders to effectuate redemptions of their public shares in connection with the closing of the Business Combination.
Q:
How many votes do I have at the Special Meeting?
A:
ExcelFin stockholders are entitled to one vote at the Special Meeting for each share of ExcelFin Class A Common Stock held of record as of [•], 2024, the Record Date for the Special Meeting. As of the date of this proxy statement/prospectus, there were 7,951,533 issued and outstanding shares of ExcelFin Class A Common Stock. The Sponsor’s ownership of ExcelFin Common Stock set forth herein includes 1,250,000 shares of ExcelFin Class A Common Stock that the Sponsor has agreed to transfer to certain parties following the closing of the Business Combination. The Sponsor will remain the registered holder of such shares at the Special Meeting and will vote those shares in favor of each of the Proposals at the Special Meeting. At the Closing, the PubCo Ordinary Shares that would have otherwise been issued to the Sponsor in exchange for such ExcelFin Class A Common Stock will instead to be issued to the parties to whom the Sponsor has agreed to transfer such shares. As a result, and because the Initial Shareholders have agreed to vote their shares in favor of the Business Combination, we need none of the holders of ExcelFin public shares to vote in order to have the Business Combination approved.
Q:
What constitutes a quorum at the Special Meeting?
A:
The presence, in person (by virtual attendance) or by proxy, at the Special Meeting of the holders of shares of outstanding capital stock of ExcelFin representing a majority of the voting power of all outstanding shares of capital stock of ExcelFin entitled to vote at such meeting shall constitute a quorum for the transaction of business. In the absence of a quorum, the chairman of the meeting has the power to adjourn the Special Meeting. As of the Record Date, 3,975,767 shares of ExcelFin Common Stock would be required to achieve a quorum assuming ExcelFin has 7,951,533 shares of ExcelFin Common Stock issued and outstanding. The shares of ExcelFin Common Stock owned by the Sponsor will be sufficient to constitute a quorum at the meeting and to approve all of the Proposals.
Q:
What vote is required to approve the proposals presented at the Special Meeting?
A:
The approval of the Business Combination Proposal and the Charter Amendments Proposal requires the affirmative vote of a majority of the issued and outstanding shares of ExcelFin Class A Common Stock as of the Record Date. Accordingly, an ExcelFin stockholder’s failure to vote by proxy or to vote in person (by virtual attendance) at the Special Meeting or an abstention will have the same effect as a vote “AGAINST” the Business Combination Proposal and the Charter Amendments Proposal.
In contrast, approval of the Advisory Charter Amendment Proposal and the Adjournment Proposal each requires the affirmative vote of the holders of a majority of the shares of ExcelFin Class A Common Stock cast by the stockholders represented, in person (by virtual attendance) or by proxy, and entitled to vote thereon, at the Special Meeting. Accordingly, an ExcelFin stockholder’s failure to vote by proxy or to vote in person (by virtual attendance) at the Special Meeting will not be counted towards the number
 
20

 
of shares of ExcelFin Common Stock required to validly establish a quorum and, if a valid quorum is otherwise established, it will have no effect on the outcome of the vote on these other Proposals.
If the Business Combination Proposal is not approved, the other Required Transaction Proposals will not be submitted to a vote. The approval of the Required Transaction Proposals is a precondition to the consummation of the Business Combination.
The ExcelFin Initial Stockholders, including our Sponsor and our directors and officers, have agreed to vote all of their founder shares and all of their shares of ExcelFin Common Stock in favor of the Business Combination Proposal and the other Proposals. As a result, since holders of 5,750,000 shares of ExcelFin Common Stock have agreed to vote in favor of all of the proposals, and there are only 2,201,533 shares of ExcelFin Common Stock owned by public stockholders, no shares held by public stockholders will be required to be voted at the Special Meeting in favor of any of the Proposals, in order to have all of the Proposals approved.
Q:
What happens if a substantial number of the public stockholders vote in favor of the Business Combination Proposal and exercise their redemption rights?
A:
Our public stockholders are not required to vote in respect of the Business Combination in order to exercise their redemption rights. Accordingly, the Business Combination may be consummated even though the funds available in the Trust Account and the number of public stockholders are reduced as a result of redemptions by holders of our public shares.
The Business Combination Agreement provides that the obligations of Baird Medical to consummate the Business Combination are conditioned on, among other things, the satisfaction of the Minimum Cash Condition. If such condition is not met, and such condition is not waived under the terms of the Business Combination Agreement, then the Business Combination Agreement could terminate and the proposed Business Combination may not be consummated. There can be no assurance that Baird Medical would waive the Minimum Cash Condition. In addition, pursuant to ExcelFin’s existing organizational documents in no event will we redeem public shares in an amount that would cause ExcelFin’s net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) to be less than $5,000,001.
Q:
Did the Board of ExcelFin obtain a fairness opinion in determining whether or not to proceed with the Business Combination?
A:
The prospectus for ExcelFin’s IPO provides that if ExcelFin seeks to complete a business combination with an entity affiliated with the Sponsor or ExcelFin’s officers or directors, ExcelFin would be required to obtain an opinion from an independent investment banking firm that is a member of FINRA or an independent accounting firm that our initial business combination is fair to our company from a financial point of view. Baird Medical is not an entity affiliated with the Sponsor or ExcelFin’s officers or directors and, therefore, ExcelFin concluded that a fairness opinion was not required for purposes of affiliation, because there was no affiliation between the Sponsor or ExcelFin’s officer or directors, on the one hand, and Baird Medical, on the other hand. Additionally, the ExcelFin Board believes that because of the financial skills and background of its directors, including their substantial experience in evaluating the operating and financial merits of companies from a wide range of industries, it was qualified to conclude that the Business Combination was advisable and in the best interests of ExcelFin shareholders and to recommend that ExcelFin shareholders vote to approve the Business Combination, and that Baird Medical’s fair market value was at least 80% of the value of the assets held in ExcelFin’s Trust Account (excluding deferred underwriting commissions and taxes payable on the income earned on the Trust Account). The ExcelFin Board relied on its own experience and also the advice and counsel of certain experts it hired with respect to due diligence and legal and financial analysis, with particular expertise in the medical device industry and in China. The ExcelFin Board’s judgment as to the advisability of the Business Combination is a matter of opinion and is not an assurance of future results or performance. For additional information regarding the qualifications and experience of the ExcelFin Board, see the biographies of the ExcelFin directors in “Management of ExcelFin.” For additional information, also see “The Business Combination Proposal — Background of the Business Combination.”
 
21

 
Q:
May ExcelFin, the Sponsor or ExcelFin’s directors, officers, advisors or their affiliates purchase shares in connection with the Business Combination?
A:
In connection with the stockholder vote to approve the Proposals, including the Business Combination Proposal, ExcelFin and its affiliates may purchase shares prior to the Closing from stockholders who would have otherwise elected to have their shares redeemed for a pro rata portion of the Trust Account upon consummation of the Business Combination. Such a purchase would be made pursuant to a privately negotiated purchase arrangement, which would include a contractual acknowledgement that such stockholder, although still the record holder of such shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. While they have no current plans to do so, the Sponsor and ExcelFin’s directors, officers and advisors, and their respective affiliates reserve the right to purchase shares from holders of ExcelFin Class A Common Stock who have already elected to exercise their redemption rights, in which event such selling stockholders would be required to revoke their prior elections to redeem their shares. Any such transaction would be separately negotiated at the time of the transaction. The consideration for any such transaction would consist of cash and/or ExcelFin Class A Common Stock owned by the Sponsor and/or ExcelFin’s directors, officers and advisors, and their respective affiliates at a price no higher than the price offered through the redemption process.
None of ExcelFin, the Sponsor or ExcelFin’s directors, officers or advisors, or their respective affiliates, will make any such purchases when they are in possession of any material non-public information not disclosed to the seller. The purpose of these purchases could be to increase the amount of cash available to ExcelFin for use in the Business Combination to satisfy the closing condition that requires ExcelFin to have a minimum amount of cash upon the consummation of the Business Combination, where it appears that such requirement would otherwise not be met.
As of the date of this proxy statement/prospectus, no agreements with respect to the private purchase of public shares by the persons described above have been entered into with any such investor or holder. In the event of any such newly purchased shares (i) the Sponsor or its affiliates will purchase the ExcelFin public shares at a price no higher than the price offered through the redemption process; (ii) any such purchases by Sponsor or its affiliates will not be voted in favor of approving the Business Combination; and (iii) the Sponsor and its affiliates have waived their redemption rights to such shares. Prior to the special meeting to approve the Business Combination, ExcelFin will disclose in a Form 8-K (i) the amount of public shares purchased outside of the redemption offer by the Sponsor or its affiliates, along with the purchase price; (ii) the purpose of the purchases by the Sponsor or its affiliates; (iii) the impact, if any, of the purchases by the Sponsor or its affiliates on the likelihood that the Business Combination transaction will be approved; (iv) the identities of stockholders who sold to the Sponsor or its affiliates (if not purchased on the open market) or the nature of stockholders (e.g., 5% security holders) who sold to the Sponsor or its affiliates; and (v) the number of public shares for which ExcelFin has received redemption requests pursuant to its redemption offer. Unlike our Sponsor’s holdings currently, such newly purchased shares (if any) would not be subject to a lock-up period under the terms of our Sponsor Support Agreement.
Entering into any such incentive arrangements may have the effect of lowering the price of ExcelFin Class A Common Stock or possibly reducing the public float of PubCo Ordinary Shares. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than the market price and may therefore be more likely to sell the shares he owns, either prior to or immediately after the Special Meeting. In addition, if such purchases are made, the public float of ExcelFin Class A Common Stock and the number of its beneficial holders may be reduced, possibly making it difficult to maintain the quotation, listing or trading of PubCo Ordinary Shares on a national securities exchange.
Q:
What equity stake will current stockholders of ExcelFin and Baird Medical hold in PubCo after the Closing?
A:
ExcelFin’s public stockholders currently own approximately 27.7% of ExcelFin’s issued and outstanding capital stock, and the Sponsor together with our directors and officers currently own approximately 72.3% of ExcelFin’s issued and outstanding capital stock. The Sponsor’s ownership of ExcelFin Common Stock set forth herein includes 1,250,000 shares of ExcelFin Class A Common Stock that the Sponsor
 
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has agreed to transfer to certain parties following the closing of the Business Combination. The Sponsor will remain the registered holder of such shares at the Special Meeting and will vote those shares in favor of each of the Proposals at the Special Meeting. At the Closing, the PubCo Ordinary Shares that would have otherwise been issued to the Sponsor in exchange for such ExcelFin Class A Common Stock will instead to be issued to the parties to whom the Sponsor has agreed to transfer such shares.
It is anticipated that, immediately following completion of the Business Combination, if there are no additional redemptions by ExcelFin’s public stockholders (other than the redemptions of 20,798,467 shares of ExcelFin Class A Common Stock that occurred on May 1, 2023 and October 20, 2023) and no holders exercise their ExcelFin Public Warrants, no Earnout Shares vest and no shares are issued pursuant to the Baird Medical Incentive Plan, ExcelFin’s existing stockholders, including the Sponsor, will own approximately 18.5% of the outstanding PubCo Ordinary Shares, and Baird Medical will own approximately 81.5% of the outstanding PubCo Ordinary Shares. If there are redemptions by ExcelFin’s public stockholders up to the maximum level that would permit completion of the Business Combination, and likewise assuming no holders exercise their ExcelFin Public Warrants, no Earnout Shares vest and no shares are issued pursuant to the Baird Medical Incentive Plan, immediately following completion of the Business Combination, ExcelFin’s existing stockholders will own approximately 16.7% of PubCo Ordinary Shares and Baird Medical will own approximately 83.3% of PubCo Ordinary Shares. These percentages are calculated based on a number of assumptions (as described in this proxy statement/prospectus) and are subject to adjustment in accordance with the terms of the Business Combination Agreement. For a discussion of these assumptions, see “Summary of the Proxy Statement/Prospectus — The Business Combination Proposal (Proposal 1) — Transaction Consideration.”
If the actual facts are different from these assumptions (which they are likely to be), the percentage ownership in PubCo will be different. See “Unaudited Pro Forma Condensed Consolidated Combined Financial Information” for further information.
The following table illustrates varying ownership levels of the issued and outstanding shares of PubCo, (on unaudited basis) assuming varying levels of redemptions by ExcelFin’s public stockholders, excluding Earnout Shares (1,350,000), shares issuable upon exercise of Public Warrants (11,500,000) and shares issuable following the closing under the Baird Medical Incentive Plan (10% of the shares outstanding at closing on a fully diluted basis):
Assuming No
Additional Redemptions
Assuming
17.7% Redemptions
Assuming
Maximum Redemptions
(35.4%)
ExcelFin public stockholders(1)
2,201,533 6.10% 1,811,667 5.08% 1,421,801 4.03%
ExcelFin Sponsor Transferees(2)
1,250,000 3.46% 1,250,000 3.50% 1,250,000 3.54%
ExcelFin Sponsor
3,150,000 8.73% 3,150,000 8.82% 3,150,000 8.92%
ExcelFin Sponsor Loan
Conversion(3)
78,672 0.22% 78,672 0.22% 78,672 0.22%
Baird Medical(4)
29,411,765 81.49% 29,411,765 82.38% 29,411,765 83.29%
Total Shares at closing
36,091,970 100.00% 35,702,104 100.00% 35,312,238 100.00%
(1)
Outstanding share numbers take into account the redemptions of 20,798,467 shares of Class A Common Stock on May 1, 2023 and October 20, 2023. The Maximum Redemptions Number is calculated based upon ExcelFin Closing Cash held in Trust of $15.0 million divided by $10.55 per share, the estimated redemption value per share as of June 30, 2023. The definition of ExcelFin Closing Cash includes the proceeds, if any, of the PIPE Investment (which for purposes of these calculations is assumed to be $0 since, as of the date of this proxy statement/prospectus, no PIPE Investors have committed to purchase such securities). In addition, the closing condition that ExcelFin Closing Cash equal at least $15.0 million could be waived by the parties to the Business Combination Agreement.
 
23

 
(2)
In connection with the extension of the expiration date of ExcelFin to October 25, 2023, ExcelFin Sponsor agreed to transfer 1,250,000 founder shares upon the closing of the Business Combination to certain parties who agreed not to redeem their ExcelFin public shares in connection with that extension. As a result, at Closing the Sponsor will be issued 3,150,00 PubCo Ordinary Shares and 1,350,000 Earnout Shares and the transferees will be issued 1,250,000 PubCo Ordinary Shares.
(3)
Assumes $802,450 in working capital loans outstanding at Closing are converted into PubCo Ordinary Shares at $10.20 per share. As of June 30, 2023 the total working capital loans outstanding were $802,450.
(4)
The number of PubCo Ordinary Shares to be held by Baird Medical in each redemption scenario includes 29,411,764 shares issued to Baird Medical on August 3, 2023 for all issued and outstanding Company Shares.
The following table illustrates varying ownership levels of the issued and outstanding shares of PubCo, assuming varying levels of redemptions by ExcelFin’s public stockholders, on a fully diluted basis, showing full exercise and conversion of all securities expected to be outstanding as of the Closing of the Business Combination, including any outstanding securities of PubCo:
Assuming No
Additional Redemptions
Assuming
17.7% Redemptions
Assuming
Maximum Redemptions
(35.4%)
ExcelFin public
stockholders(1)
2,201,533 4.05% 1,811,667 3.36% 1,421,801 2.67%
ExcelFin Sponsor
Transferees(2)
1,250,000 2.30% 1,250,000 2.32% 1,250,000 2.33%
ExcelFin Sponsor
3,150,000 5.79% 3,150,000 5.84% 3,150,000 5.88%
Earnout Shares(3)
1,350,000 2.48% 1,350,000 2.50% 1,350,000 2.52%
ExcelFin Sponsor Loan Conversion(4)
78,672 0.14% 78,672 0.15% 78,672 0.15%
Public Warrants(5)
11,500,000 21.15% 11,500,000 21.32% 11,500,000 21.49%
Baird Medical Incentive
Plan(6)
5,437,997 10.00% 5,394,678 10.00% 5,351,360 10.00%
Baird Medical(7)
29,411,765 54.09% 29,411,765 54.51% 29,411,765 54.96%
Total Shares at closing
54,379,967 100.0% 53,946,782 100.0% 53,513,598 100.0%
(1)
Outstanding share numbers take into account the redemptions of 20,798,467 shares of Class A Common Stock on May 1, 2023 and October 20, 2023. The Maximum Redemptions Number is calculated based upon ExcelFin Closing Cash held in Trust of $15.0 million divided by $10.55 per share, the estimated redemption value per share as of June 30, 2023. The definition of ExcelFin Closing Cash includes the proceeds, if any, of the PIPE Investment (which for purposes of these calculations is assumed to be $0 since, as of the date of this proxy statement/prospectus, no PIPE Investors have committed to purchase such securities). In addition, the closing condition that ExcelFin Closing Cash equal at least $15.0 million could be waived by the parties to the Business Combination Agreement.
(2)
In connection with the extension of the expiration date of ExcelFin to October 25, 2023, ExcelFin Sponsor agreed to transfer 1,250,000 founder shares upon the closing of the Business Combination to certain parties who agreed not to redeem their ExcelFin public shares in connection with that extension. As a result, at Closing the Sponsor will be issued 3,150,00 PubCo Ordinary Shares and 1,350,000 Earnout Shares and the transferees will be issued 1,250,000 PubCo Ordinary Shares.
(3)
1,350,000 Earnout Shares will vest only if within the fifth anniversary of the closing of the Business Combination (a) the volume weighted average price of the PubCo Ordinary Shares on Nasdaq is greater than or equal to $12.50 per share for any 20 trading days within a 30-day trading period or (b) a change of control of PubCo occurs.
(4)
Assumes $802,450 in working capital loans outstanding at Closing are converted into PubCo Ordinary Shares at $10.20 per share. As of June 30, 2023 the total working capital loans outstanding were $802,450.
 
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(5)
Exercisable beginning 30 days following the closing of the Business Combination at $11.50 per share.
(6)
Under the Baird Medical Incentive Plan, to be approved prior to Closing, awards with respect to 10% of PubCo’s Ordinary Shares, on a fully diluted basis, may be issued.
(7)
The number of PubCo Ordinary Shares to be held by Baird Medical in each redemption scenario includes 29,411,764 shares to be issued to Baird Medical for all issued and outstanding Company Shares.
The following table shows the dilutive effect and the effect on the per share value of PubCo Ordinary Shares held by non-redeeming holders of ExcelFin Class A Common Stock under a range of redemption scenarios:
No Additional Redemptions
17.7% Redemptions(2)
Maximum Redemptions
(35.4%)(3)
Shares
Value Per
Share(4)
Shares
Value Per
Share(5)
Shares
Value Per
Share(6)
Base Scenario(7)
36,091,970 $ 0.48 35,702,104 $ 0.37 35,312,238 $ 0.25
Including Earnout Shares(8)
37,441,970 $ 0.46 37,052,104 $ 0.35 36,662,238 $ 0.25
Including all shares issuable upon exercise of Warrants and Plan Shares(9)
54,379,967 $ 0.32 53,946,782 $ 0.24 53,513,598 $ 0.17
(1)
Outstanding share numbers take into account the redemptions of 20,798,467 shares of Class A Common Stock on May 1, 2023 and October 20, 2023. Assumes that no additional shares of ExcelFin Class A Common Stock are redeemed after October 20, 2023.
(2)
Assumes that 389,866 shares of ExcelFin Class A Common Stock, or 17.7% of our public shares outstanding, are redeemed.
(3)
Assumes that 779,732 shares of ExcelFin Class A Common Stock, or 35.4% of our public shares outstanding, are redeemed.
(4)
Based upon a post-transaction equity value of PubCo of $17,177,000.
(5)
Based upon a post-transaction equity value of PubCo of $13,084,000.
(6)
Based upon a post-transaction equity value of PubCo of $8,990,000.
(7)
Represents the post-Closing share ownership of PubCo assuming various levels of redemption by holders of ExcelFin Common Stock. Excludes Earnout Shares, shares issuable upon exercise of the Warrants and shares issuable pursuant to the Baird Medical Incentive Plan. Excludes any value received upon the exercise of Warrants or awards issued pursuant to the Baird Medical Incentive Plan.
(8)
Excludes shares issuable upon exercise of the Warrants and shares issuable pursuant to the Baird Medical Incentive Plan.
(9)
Includes all shares issuable on a fully diluted basis.
For further details, see “Business Combination Proposal — Transaction Consideration.”
Q:
What are the effective deferred underwriting fees?
A:
80% of the deferred underwriting fees originally in the amount of $8,050,000 have been waived for this transaction by UBS Securities LLC (“UBS Securities”) and KeyBanc Capital Markets Inc., two of the underwriters in the ExcelFin IPO, leaving $1,610,000 of deferred underwriting fees payable upon closing.
Q:
How will the Sponsor and our directors and officers vote?
A:
Our Initial Stockholders currently own 5,750,000 shares of ExcelFin Class A Common Stock, representing 72.3% of the issued and outstanding shares of ExcelFin Common Stock. Each share of ExcelFin Class A Common Stock will be cancelled in exchange for one PubCo Ordinary Share upon the Closing of the Business Combination. The Sponsor’s ownership of ExcelFin Common Stock set forth
 
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herein includes 1,250,000 shares of ExcelFin Class A Common Stock that the Sponsor has agreed to transfer to certain parties following the closing of the Business Combination. The Sponsor will remain the registered holder of such shares at the Special Meeting and will vote those shares in favor of each of the Proposals at the Special Meeting. At the Closing, the PubCo Ordinary Shares that would have otherwise been issued to the Sponsor in exchange for such ExcelFin Class A Common Stock will instead be issued to the parties to whom the Sponsor has agreed to transfer such shares. See “Certain Relationships and Related Person Transactions.”
As a result, and because the Initial Shareholders have agreed to vote their shares in favor of the Business Combination, we need none of the ExcelFin public shares to vote in order to have the Business Combination approved.
Q:
What interests do ExcelFin’s current officers and directors have in the Business Combination?
A:
The Sponsor, members of the Board and its executive officers have interests in the Business Combination that are different from or in addition to (and which may conflict with) your interest. These interests include, among other things:

If the Business Combination, or another business combination, is not consummated by April 25, 2024 (or such later date as may be extended by means of an amendment to the ExcelFin Charter), then ExcelFin will (i) cease all operations except for the purpose of winding up, (ii) redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to us to pay our franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

The Sponsor (including its representatives and affiliates) and ExcelFin’s directors and officers, are, or may in the future become, affiliated with entities that are engaged in a similar business to ExcelFin’s and the Sponsor and ExcelFin’s directors and officers are not prohibited from sponsoring, or otherwise becoming involved with, any other blank check companies prior to ExcelFin completing its initial business combination. As a result of this, the Sponsor and ExcelFin’s officers and directors may become aware of business opportunities which may be appropriate for presentation to ExcelFin, and the other entities to which they owe fiduciary or contractual duties, and may have conflicts of interest in determining to which entity a particular business opportunity should be presented (and these conflicts may include presentation to other entities prior to their presentation, if at all, to ExcelFin, and may not always be resolved in the favor of ExcelFin). ExcelFin’s Charter provides that the doctrine of corporate opportunity shall not apply to any corporate opportunity with respect to any of its directors or officers unless such corporate opportunity is offered to such person solely in his or her capacity as a director or officer of ExcelFin and such opportunity is one ExcelFin is legally and contractually permitted to undertake and would otherwise be reasonable for ExcelFin to pursue and the director or officer is permitted to refer that opportunity to ExcelFin without violating any legal obligation.

On June 30, 2023, Grand Fortune Capital (HK) Company Limited (“GFC”), an affiliate of one of the members of the Sponsor, acquired 641,371 preference shares of Baird Medical (the “Purchased Preference Shares”) previously issued to BOCI Investment Limited (“BOCI”) for an aggregate purchase price of approximately $8,712,178 (the “BOCI Purchase Price”). GFC has acquired all of the rights applicable to the Purchased Preference Shares previously granted to BOCI with respect to the Purchased Preference Shares, including the right to appoint one member of Baird Medical’s board of directors. No later than six months following the closing of the Business Combination, GFC shall tender all of the Purchased Preference Shares to Baird Medical, and Baird Medical shall issue in exchange thereto to GFC a portion of the PubCo Ordinary Shares held by Baird Medical as of such date proportional to GFC’s pro rata ownership of Baird Medical (calculated on a fully diluted and as-converted basis) as of such date. If the Business Combination does not close by the Outside Date, GFC has the right to require Baird Medical, the Key Baird Medical Shareholder or Haimei Wu, the Chairwoman and Chief Executive Officer of Baird Medical, to repurchase all or a portion of the
 
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Purchased Preference Shares at a purchase price equal to the sum of (i) the BOCI Purchase Price, (ii) the costs incurred by GFC in connection with such repurchase and (iii) an amount sufficient to guarantee GFC an agreed internal rate of return.

The Sponsor and its affiliates’ total potential ownership in the Combined Company on a fully diluted basis (that is, assuming the exercise and conversion of all of securities into PubCo Ordinary Shares) following the consummation of the Business Combination, is estimated to comprise approximately 8.7% of outstanding PubCo Ordinary Shares in a no additional redemption scenario, 8.8% of outstanding PubCo Ordinary Shares in a 17.7% redemption scenario and 8.9% of outstanding PubCo Ordinary Shares in a maximum redemption scenario (see the section entitled “Security Ownership of Certain Beneficial Owners and Management” for more information).

The Sponsor paid an aggregate of approximately $25,000 for 5,750,000 founder shares. In connection with the shareholders meeting to extend the term of ExcelFin to October 25, 2023, ExcelFin and the Sponsor entered into non-redemption agreements (the “Non-Redemption Agreements”) with unaffiliated third parties, pursuant to which such third parties agreed not to redeem an aggregate of 5,020,000 shares of ExcelFin Common Stock in connection with such meeting. In exchange for the foregoing commitments, the Sponsor has agreed to transfer an aggregate of 1,250,000 founder shares held by the Sponsor to such third parties immediately following consummation of an initial business combination, leaving the Sponsor beneficially owning 4,500,000 shares of ExcelFin Common Stock upon consummation of the business combination. The market value of such shares as of the Record Date was approximately $[•], and the value of such shares is expected to be greater than $25,000 at the time of the Business Combination. If ExcelFin does not complete an initial business combination, such shares will expire worthless. On October 25, 2023, the Sponsor, which held of record 5,750,000 founder shares (which includes 1,250,000 shares transferable to the parties to the Non-Redemption Agreements upon Closing), exercised its right to convert all of the founder shares into an equal number of shares of ExcelFin Class A Common Stock. This conversion was done to ensure that ExcelFin remained in compliance with Nasdaq’s continuing listing requirements (market value of listed securities) prior to Closing. This conversion will have no effect on the consideration to be issued to the former holders of founder shares under the Business Combination Agreement.

The Sponsor paid an aggregate of $11,700,000 for the 11,700,000 private placement warrants in connection with the IPO, at a price of $1.00 per warrant. In connection with the Business Combination Agreement, the Sponsor has agreed to surrender all of the private placement warrants for no additional consideration. However, the Sponsor will be issued up to 4,500,000 PubCo Ordinary Shares (including 1,350,000 Earnout Shares) in exchange for its founder shares from which the Sponsor may recover its investment in the private placement warrants.

The Sponsor and each of its permitted transferees, including our officers and directors, have waived their rights to liquidating distributions from the Trust Account with respect to any founder shares (but not public shares) held by them if ExcelFin fails to complete its initial business combination by the time required in accordance with the ExcelFin Charter (which waiver was provided in connection with the IPO and without any separate consideration ). If ExcelFin is unable to consummate a business combination by that time, those shares will expire worthless.

The Sponsor, ExcelFin’s officers and directors and their affiliates can earn a positive rate of return on their overall investment in ExcelFin and Baird Medical after the Business Combination, even if other holders of ExcelFin Class A Common Stock experience a negative rate of return, due to having purchased the founder shares, as described above, for $25,000 or approximately $0.004 per share.

As of June 30, 2023, ExcelFin has issued a convertible note in an aggregate principal amount of up to $1,500,000 to the Sponsor, with $802,450 outstanding (the “Working Capital Loan”). The Working Capital Loan bears no interest and is due and payable upon the earlier of the consummation of the initial business combination or the date of the liquidation of ExcelFin. If ExcelFin does not complete a business combination, ExcelFin may use a portion of the proceeds held outside the Trust Account to repay the Working Capital Loan, but no proceeds held in the Trust Account may be used to repay this loan. The Sponsor has agreed that at the Closing of the Business Combination, all amounts outstanding under the Working Capital Loan will be converted into PubCo Ordinary Shares at a price of $10.20 per share.
 
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In summation of the foregoing, the aggregate dollar amount that the Sponsor and its affiliates risk losing if an initial business combination, including the Business Combination, is not consummated is approximately $[•], as of the Record Date, which amount includes the current value of securities held (valued at the current price of ExcelFin Class A Common Stock and ExcelFin Public Warrants) and consists of (i) the founder shares, (ii) the private placement warrants purchased in connection with the IPO, and (iii) the Working Capital Loan.

As a result of the foregoing the Sponsor, and officers and directors of ExcelFin, will benefit from the completion of the Business Combination, and may be incentivized to complete the Business Combination rather than liquidate even if liquidation would be more advantageous to some or all of the public stockholders.
Q:
What happens if I sell my shares of ExcelFin Class A Common Stock before the Special Meeting?
A:
The Record Date is earlier than the date of the Special Meeting. If you transfer your shares of ExcelFin Class A Common Stock after the Record Date, but before the Special Meeting, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the Special Meeting. However, you will not be able to seek redemption of your shares because you will no longer be able to deliver them for cancellation upon consummation of the Business Combination in accordance with the provisions described herein. If you transfer your shares of ExcelFin Class A Common Stock prior to the Record Date, you will have no right to vote those shares at the Special Meeting.
Q:
What happens if the Business Combination Proposal is not approved?
A:
Pursuant to the ExcelFin Charter, if the Business Combination Proposal is not approved and ExcelFin does not otherwise consummate an alternative business combination by April 25, 2024, unless extended by means of an amendment to the ExcelFin Charter, ExcelFin will be required to dissolve and liquidate its Trust Account by returning the then remaining funds in such account to the public stockholders.
Q:
Do I have redemption rights?
A:
Pursuant to the ExcelFin Charter, holders of public shares may elect to have their shares redeemed for cash at the applicable redemption price per share calculated in accordance with the ExcelFin Charter. As of the Record Date, based on funds in the Trust Account of $[•] million, this would have amounted to approximately $[•] per share (net of taxes payable on accrued interest in the Trust Account). If a holder exercises its redemption rights, then such holder will be exchanging its shares of ExcelFin Class A Common Stock for cash. Such a holder will be entitled to receive cash for its public shares only if it properly demands redemption and delivers its shares electronically to ExcelFin’s transfer agent prior to the Special Meeting. See the question titled “How do I exercise my redemption rights?” below and the section titled “Special Meeting of ExcelFin Stockholders — Redemption Rights” for the procedures to be followed if you wish to redeem your public shares for cash.
Holders of our public shares who also hold ExcelFin Public Warrants may elect to redeem their public shares, and still retain their ExcelFin Public Warrants. The value of our ExcelFin Public Warrants based on a recent trading price as of the Record Date was $[•] million. Public stockholders who redeem their shares of ExcelFin Class A Common Stock may continue to hold any ExcelFin Public Warrants that they owned prior to redemption, which results in additional dilution to non-redeeming holders upon exercise of such ExcelFin Public Warrants.
As indicated by the foregoing reduction in expected prices upon maximum redemptions, there are material risks relating to electing to redeem your public shares (and redemptions generally), relating to the value of your ExcelFin Public Warrants. For more information see “Risk Factors — Our holders of ExcelFin Public Warrants may elect to redeem their public shares while retaining their ExcelFin Public Warrants, although if redemptions exceed the threshold allowable for us to consummate the Business Combination, the ExcelFin Public Warrants will expire worthless.”
For information about the per share value of ExcelFin Class A Common Stock given different levels of redemptions, see “Questions and Answers — What equity stake will current stockholders of ExcelFin and Baird Medical hold in PubCo after the Closing?”
The ExcelFin Charter does not provide a specified maximum redemption threshold, except that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less
 
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than $5,000,001 either immediately prior to or upon consummation of the Business Combination and after payment of underwriters’ fees and commissions or any greater net tangible asset or cash requirement which may be contained in the agreement relating to our initial business combination. In the event the aggregate cash consideration we would be required to pay for all shares of ExcelFin Class A Common Stock that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed Business Combination exceed the aggregate amount of cash available to us, we will not complete the Business Combination or redeem any shares, all shares of Class A Common Stock submitted for redemption will be returned to the holders thereof, and we instead may search for an alternate business combination.
If in excess of the maximum redemptions occur, and as a result we are unable to consummate the Business Combination, because your ExcelFin Public Warrants are only exercisable following a business combination, if we do not consummate a business combination by April 25, 2024 (or such later date as may be extended by means of an amendment to the ExcelFin Charter), and we liquidate the funds held in the Trust Account, holders of warrants will not receive any such funds with respect to their warrants, nor will they receive any distribution from our assets held outside of the Trust Account with respect to such warrants, and the warrants will expire worthless.
Q:
Will how I vote affect my ability to exercise redemption rights?
A:
No. You may exercise your redemption rights whether or not you attend or vote your shares of ExcelFin Class A Common Stock at the Special Meeting, and regardless of how you vote your shares with respect to the Business Combination Proposal or any other proposal described by this proxy statement/prospectus. As a result, the Business Combination Agreement can be approved by stockholders who will redeem their shares and no longer remain stockholders, leaving stockholders who choose not to redeem their shares holding shares in a company with a potentially less liquid trading market, fewer stockholders, potentially less cash and the potential inability to meet the listing standards of Nasdaq.
Q:
How do I exercise my redemption rights?
A:
In order to exercise your redemption rights, you must, prior to 5:00 p.m., Eastern time, on [•], 2024 (two (2) business days before the Special Meeting), tender your shares electronically and submit a request in writing that we redeem your public shares for cash to American Stock Transfer & Trust Company, our transfer agent, at the following email address:
American Stock Transfer & Trust Company
One State Street Plaza, 30th Floor
New York, New York 10004
Attn: SPAC Services Administration
E-mail: SPACSUPPORT@astfinancial.com
Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with our consent, until the vote is taken with respect to the Business Combination. If you delivered your shares for redemption to our transfer agent and decide within the required timeframe not to exercise your redemption rights, you may request that our transfer agent return the shares electronically. You may make such request by contacting our transfer agent at the phone number or address listed under the question “Who can help answer my questions?” below.
Q:
What are the U.S. federal income tax consequences of exercising my redemption rights?
A:
ExcelFin stockholders who exercise their redemption rights to receive cash in exchange for their shares of ExcelFin Class A Common Stock generally will be required to treat the transaction as a sale of such shares and recognize gain or loss upon the redemption in an amount equal to the difference, if any, between the amount of cash received and the tax basis of the shares of such ExcelFin Class A Common Stock redeemed. Such gain or loss should be treated as capital gain or loss if such shares were held as a capital asset on the date of the redemption. The redemption, however, may be treated as a distribution to a redeeming stockholder for U.S. federal income tax purposes if the redemption does not effect a sufficient reduction (as determined under applicable federal income tax law) in the redeeming stockholder’s percentage ownership in us (whether such ownership is direct or through the application of
 
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certain attribution and constructive ownership rules). Any amounts treated as such a distribution will constitute a dividend to the extent of our current and accumulated earnings and profits as measured for U.S. federal income tax purposes. Any amounts treated as a distribution and that are in excess of our current and accumulated earnings and profits will reduce the redeeming stockholder’s basis in his or her redeemed shares of ExcelFin Class A Common Stock, and any remaining amount will be treated as gain realized on the sale or other disposition of ExcelFin Class A Common Stock. These tax consequences are described in more detail in the section titled “The Business Combination Proposal — Material U.S. Federal Income Tax Considerations.” We urge you to consult your tax advisor regarding the tax consequences of exercising your redemption rights.
Q:
What are the U.S. federal income tax consequences if I do not exercise my redemption rights and instead participate in the Business Combination?
A:
As described in the section entitled, “The Business Combination Proposal — Material U.S. Federal Income Tax Considerations,” the Business Combination, together with the Share Contribution and potential PIPE Investment, is expected to qualify as part of an exchange described in Section 351 of the Internal Revenue Code of 1986, as amended (the “Code”). However, the provisions of Section 351 of the Code are complex and qualification as a non-recognition transaction thereunder could be adversely affected by events or actions that occur following the Business Combination. Accordingly, there can be no assurance that the U.S. Internal Revenue Service (“IRS”) will not take the position that Section 351 of the Code does not apply to the Business Combination or that a court will not agree with such a position of the IRS in the event of litigation. Neither ExcelFin’s nor Baird Medical’s counsel will provide an opinion as to whether the Business Combination will qualify as part of an exchange described in Section 351 of the Code. If the Business Combination qualifies as part of an exchange described in Section 351, then U.S. Holders (as defined in the section entitled “The Business Combination Proposal — Material U.S. Federal Income Tax Considerations”) of ExcelFin Class A Common Stock who do not exercise their redemption rights and who participate in the Business Combination generally will not recognize gain or loss for U.S. federal income tax purposes as a result of the exchange of ExcelFin Class A Common Stock for PubCo Ordinary Shares.
If, however, the exchange by U.S. holders of ExcelFin Class A Common Stock for PubCo Ordinary Shares in the Business Combination does not qualify for nonrecognition of gain or loss under Section 351 of the Code, then a U.S. holder would generally recognize gain or loss in an amount equal to the difference, if any, between (i) the fair market value of the PubCo Ordinary Shares (and, if such U.S. holder is also surrendering ExcelFin Public Warrants, PubCo Warrants) received and (ii) such U.S. holder’s adjusted tax basis in such ExcelFin Class A Common Stock (and ExcelFin Public Warrants, if any). If the transfer would qualify for nonrecognition of gain or loss under Section 351 of the Code but it is determined that Section 367(a) of the Code applies to the transfer of ExcelFin Class A Common Stock (as discussed below), then a U.S. holder would generally recognize gain (but not loss) to the extent that gain would have been recognized if such transfer did not qualify for non-recognition under Section 351(a) of the Code.
Further, it is currently expected that Section 367(a) of the Code will not apply to cause the exchange of ExcelFin Class A Common Stock for PubCo Ordinary Shares pursuant to the Business Combination to be taxable (provided that a U.S. holder, (as defined below in the section “The Business Combination Proposal — Material U.S. Federal Income Tax Considerations.”) that is a “five-percent transferee shareholder” of PubCo (as defined in the Treasury regulations) enters into a gain recognition agreement with the IRS). However, U.S. holders are cautioned that the potential application of Section 367(a) of the Code to the Business Combination is complex and depends on factors that cannot be determined until the closing of the Business Combination and the interpretation of legal authorities and facts relating to the Business Combination. Accordingly, there can be no assurance that the IRS will not take the position that Section 367(a) of the Code applies to cause U.S. holders to recognize gain as a result of the Business Combination or that a court will not agree with such a position of the IRS in the event of litigation.
The appropriate U.S. federal income tax treatment of the disposition of ExcelFin Public Warrants in exchange for PubCo Warrants in connection with the Business Combination is uncertain. It is possible that a U.S. holder of ExcelFin Public Warrants could be treated as exchanging such ExcelFin Public Warrants for “new” warrants. If so treated, a U.S. holder could be required to recognize gain or loss in such deemed exchange in an amount equal to the difference between the fair market value of the PubCo
 
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Warrants held by such U.S. holder immediately following the Business Combination and the adjusted tax basis of the ExcelFin Public Warrants held by such U.S. holder immediately prior to the Business Combination. Alternatively, it is also possible that a U.S. holder of ExcelFin Public Warrants could be treated as transferring its ExcelFin Public Warrants and shares of ExcelFin Class A Common Stock to PubCo for PubCo Warrants and PubCo Ordinary Shares in an exchange governed only by Section 351 of the Code. If so treated, a U.S. holder should be required to recognize gain (but not loss) in an amount equal to the lesser of (i) the amount of gain realized by such holder (generally, the excess of (x) the sum of the fair market values of the PubCo Warrants treated as received by such holder and the PubCo Ordinary Shares received by such holder over (y) such holder’s aggregate adjusted tax basis in the ExcelFin Public Warrants and ExcelFin Class A Common Stock treated as having been exchanged therefor) and (ii) the fair market value of the PubCo Warrants treated as having been received by such holder in such exchange. In either case, unless the Merger qualifies as a “reorganization” under Section 368 of the Code then such transfer would not be eligible for nonrecognition. The requirements for qualification of the Merger as a “reorganization” under Section 368 of the Code are more stringent in certain respects than the requirements for qualification as an exchange under Section 351 of the Code. ExcelFin and PubCo take no position as to whether the exchange of ExcelFin Public Warrants for PubCo Warrants qualifies as part of a “reorganization” within the meaning of Section 368 of the Code. U.S. holders of ExcelFin Public Warrants are urged to consult with their tax advisors regarding the treatment of their ExcelFin Public Warrants in connection with the Business Combination and whether the exchange of ExcelFin Public Warrants for PubCo Warrants qualifies as part of a “reorganization” within the meaning of Section 368 of the Code.
The summary above is qualified in its entirety by the more detailed discussion provided in the section entitled “The Business Combination Proposal — Material U.S. Federal Income Tax Considerations.” We strongly urge you to consult your tax advisors regarding the tax consequences to you of the Business Combination.
Q:
If I am a warrants holder, can I exercise redemption rights with respect to my warrants?
A:
No. The holders of warrants have no redemption rights with respect to such warrants. All of the 11,500,000 ExcelFin Public Warrants that are currently outstanding will be converted into PubCo Warrants upon the closing of the Business Combination regardless of the number of shares of ExcelFin Class A Common Stock redeemed, which results in additional dilution to non-redeeming holders of ExcelFin Class A Common Stock upon exercise of such PubCo Warrants. Assuming maximum redemptions, the value of the ExcelFin Public Warrants that may be retained by redeeming stockholders based upon recent trading prices as of the Record Date was $[•] million or $[•] per Public Warrant.
Q:
What will happen to the public warrants and private warrants?
A:
The ExcelFin Public Warrants will become PubCo Warrants upon the closing of the Business Combination. The ExcelFin Private Placement Warrants, all of which are owned by the Sponsor, will be terminated upon the closing of the Business Combination and no additional consideration will be issued to the holder thereof upon such termination. However, the Sponsor will be issued up to 4,500,000 PubCo Ordinary Shares (including 1,350,000 Earnout Shares) in exchange for its founder shares.
Q:
When are the PubCo Warrants redeemable?
A:
Each whole PubCo Warrant will entitle the registered holder to purchase one PubCo Ordinary Share at a price of $11.50 per share, subject to adjustment as discussed below, at any time commencing 30 days after the closing of the Business Combination. Pursuant to the warrant agreement, a holder of PubCo Warrants may exercise such Warrants only for a whole number of PubCo Ordinary Shares. PubCo will not be obligated to deliver any PubCo Ordinary Shares pursuant to the exercise of a PubCo Warrant and will have no obligation to settle such PubCo Warrant exercise unless a registration statement under the Securities Act covering the issuance of the PubCo Ordinary Shares issuable upon exercise of the PubCo Warrants is then effective and a current prospectus relating to such PubCo Ordinary Shares is available. No PubCo Warrant will be exercisable for cash or on a cashless basis, and PubCo will not be obligated to issue any shares to holders seeking to exercise their PubCo Warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder,
 
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or an exemption from registration is available. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a PubCo Warrant, the holder of such PubCo Warrant will not be entitled to exercise such PubCo Warrant and such PubCo Warrant may have no value and expire worthless.
Once the PubCo Warrants become exercisable, PubCo may call the PubCo Warrants for redemption:

in whole and not in part;

at a price of $0.01 per PubCo Warrant;

upon a minimum of 30 days’ prior written notice of redemption, or the 30-day redemption period, to each PubCo Warrant holder; and

if, and only if, the last reported sale price of the PubCo Ordinary Shares has been at least $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any ten (10) trading days within the twenty (20) trading-day period ending on the third (3rd) trading day prior to the date on which the notice of redemption is given to the PubCo Warrant holders.
If and when the PubCo Warrants become redeemable, PubCo may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. The ExcelFin Class A Common Stock has not historically traded above $18.00 per share, the threshold that would allow PubCo to redeem its PubCo Warrants. PubCo will give public notice to its shareholders, including beneficial owners, by means of a press release and the filing of a Form 6-K with the SEC in the event that the PubCo Warrants become eligible for redemption.
Q:
Do I have appraisal rights in connection with the proposed Business Combination?
A:
Under the DGCL, there are no appraisal rights available to holders of shares of ExcelFin Class A Common Stock or holders of our rights in connection with the Business Combination.
Q:
What happens to the funds held in the Trust Account upon consummation of the Business Combination?
A:
If the Business Combination is consummated, the funds held in the Trust Account will be released to pay:

ExcelFin stockholders who properly exercise their redemption rights;

deferred underwriting fees owed to EXOS Securities LLC (“EXOS”) in connection with the Business Combination;

certain other fees, costs and expenses (including regulatory fees, legal fees, accounting fees, printer fees, and other professional fees) that were incurred by ExcelFin or Baird Medical in connection with the transactions contemplated by the Business Combination and pursuant to the terms of the Business Combination Agreement;

any loans owed by ExcelFin to its Sponsor for any ExcelFin transaction expenses or other administrative expenses incurred by ExcelFin; and

for general corporate purposes including, but not limited to, maintenance or expansion of operations of post-transaction businesses, to fund the purchase of other companies or working capital for operations.
Q:
What happens if the Business Combination is not consummated?
A:
There are certain circumstances under which the Business Combination Agreement may be terminated. See the section titled “The Business Combination Proposal — Business Combination Agreement” for information regarding the parties’ specific termination rights.
If, as a result of the termination of the Business Combination Agreement or otherwise, ExcelFin is unable to complete the Business Combination or another initial business combination transaction by April 25, 2024 (or such later date as may be extended by means of an amendment to the ExcelFin Charter), the ExcelFin Charter provides that it will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) business days thereafter, redeem 100% of the
 
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outstanding public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any interest earned on the funds held in the Trust Account net of interest not previously released to ExcelFin to pay taxes payable and up to $100,000 to pay dissolution expenses, divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our Board, dissolve and liquidate, subject (in the case of (ii) and (iii) above) to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. Holders of founder shares have waived any right to any liquidation distribution with respect to those shares.
In the event of liquidation, there will be no distribution with respect to ExcelFin’s outstanding warrants. Accordingly, the warrants will expire worthless.
Q:
When is the Business Combination expected to be completed?
A:
The closing is expected to take place in the first quarter of 2024.
For a description of the conditions to the completion of the Business Combination, see the section titled “The Business Combination Proposal.”
Q:
What will ExcelFin stockholders receive in the Business Combination?
A:
Upon completion of the Business Combination, each outstanding share of ExcelFin Class A Common Stock will be exchanged for PubCo Ordinary Share. Shares held by ExcelFin as treasury stock or that are owned by ExcelFin, which we refer to as the ExcelFin excluded shares, will not be exchanged and will be cancelled.
Q:
If I am an ExcelFin Public Warrants Holder, will my warrants become exchangeable for shares of PubCo Common Stock if the Business Combination is consummated?
A:
Yes. Pursuant to the Business Combination Agreement and the terms of the ExcelFin Public Warrants, each ExcelFin Public Warrant will be exchanged for one PubCo Warrant. However, in the event that ExcelFin does not consummate a business combination by April 25, 2024 (or such later date as may be extended by means of an amendment to the ExcelFin Charter), ExcelFin will be required to liquidate and any ExcelFin Public Warrants you own will expire without value.
Q:
If the Business Combination is completed, when can I expect to receive the PubCo Ordinary Shares for my shares of ExcelFin Class A Common Stock?
A:
After the consummation of the Business Combination, PubCo’s transfer agent will send instructions to ExcelFin security holders regarding the exchange of their ExcelFin securities for PubCo Ordinary Shares. ExcelFin stockholders who exercise their redemption rights must deliver their stock certificates to ExcelFin’s transfer agent electronically at least two (2) business days prior to the vote at the Special Meeting.
Q:
How much cash will be available to PubCo following the closing of the Business Combination, assuming maximum and minimum redemptions? To what extent will PubCo need to secure additional financing in connection with the Business Combination following the Business Combination?
A:
Following the closing of the Business Combination, it is currently anticipated that PubCo will have available to it approximately $[•] million of cash from the Trust Account, after payment of estimated expenses and assuming no additional redemptions are made by ExcelFin public stockholders prior to the closing of the Business Combination, or approximately $[•] million of cash from the Trust Account, after payment of estimated expenses and assuming that the maximum amount of redemptions are made by ExcelFin public stockholders prior to the closing of the Business Combination.
The Sponsor has made certain commitments regarding funding of ExcelFin. The Sponsor has agreed that it will be liable to ExcelFin, if and to the extent any claims by a vendor for services rendered or products sold to ExcelFin, or a prospective target business with which ExcelFin has discussed entering
 
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into a transaction agreement, reduce the amounts in the Trust Account to below $10.20 per share, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under ExcelFin’s indemnity of the underwriters in the IPO against certain liabilities, including liabilities under the Securities Act. In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third party claims. ExcelFin seeks to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for ExcelFin’s independent registered accounting firm), prospective target businesses or other entities with which ExcelFin does business, execute agreements with ExcelFin waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.
In order to meet ExcelFin’s working capital needs, the Sponsor or its affiliates, or our officers and directors may, but are not obligated to, loan ExcelFin funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, and which we refer to as working capital loans. Each such loan would be evidenced by a Working Capital Loan. If ExcelFin does not complete a business combination, ExcelFin may use a portion of proceeds held outside the Trust Account to repay these loans, but no proceeds held in the Trust Account would be used to repay these loans.
There was $802,450 in principal outstanding relating to working capital loans at June 30, 2023. The Sponsor has agreed that at the Closing of the Business Combination, all amounts outstanding under the working capital loans will be converted into PubCo Ordinary Shares at a price of $10.20 per share. See “Certain Relationships and Related Person Transactions.”
In the event of maximum redemptions, we may be in need of additional financing. We expect that from time to time we may need to raise additional financing to maintain our operations, and from time to time we may wish to raise additional financing in order to take advantage of business opportunities. To the extent we need or wish to raise such additional financing, our access to commercial bank financing or the debt and equity capital markets may be limited by various factors, including the condition of overall credit and capital markets, general economic factors, the state of the industry, our financial performance, credit ratings, and other factors. Commercial credit and debt and equity capital may not be available to us on acceptable terms, or at all. While Baird Medical is in continuing discussions with several potential lenders, no commitments for financing have been obtained to date, and there can be no assurances that any such financing will be consummated on terms acceptable to Baird Medical, if at all.
Q:
What do I need to do now?
A:
You are urged to read carefully and consider the information contained in this proxy statement/prospectus, including the annexes, and to consider how the Business Combination will affect you as a stockholder. You should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card or, if you hold your shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee.
Q:
How do I vote?
A:
If you were a holder of record of ExcelFin Class A Common Stock on [•], 2024, the Record Date, you may vote with respect to the Proposals: (i) before the Special Meeting, by accessing www.voteproxy.com and following the on-screen instructions or scanning the QR code with your smartphone; (ii) in person (by virtual attendance) at the Special Meeting; or (iii) by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.
If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or other nominee, you should follow the instructions provided by your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the record holder of your shares with instructions on how to vote your shares or, if you wish to attend the virtual Special Meeting and vote in person (by virtual attendance), obtain a proxy from your broker, bank or nominee and e-mail a copy (a legible photograph is sufficient) of their legal proxy to proxy@astfinancial.com. Beneficial stockholders who e-mail a valid legal proxy will be issued a 12-digit meeting control number that will allow them to register to attend and participate in the special meeting.
 
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After contacting American Stock Transfer & Trust Company, a beneficial holder will receive an e-mail prior to the meeting with a link and instructions for entering the virtual meeting. Beneficial stockholders should contact American Stock Transfer & Trust Company by [•], 2024, at least five (5) business days prior to the meeting date in order to ensure access.
Q:
What will happen if I abstain from voting or fail to vote at the Special Meeting?
A:
Abstentions will have the same effect as a vote “AGAINST” the Business Combination Proposal and the Charter Amendments Proposal.
Abstentions will have no effect on the remaining Proposals in a special meeting with a duly called quorum.
A “broker non-vote” occurs when shares held by a broker for the account of a beneficial owner are not voted for or against a particular proposal because the broker has not received voting instructions from that beneficial owner and the broker does not have discretionary authority to vote those shares in the absence of such instructions. If you do not provide instructions to your broker, your broker will not have discretionary authority to vote on any of the Proposals at the Special Meeting, because ExcelFin does not expect any of the Proposals to be considered a routine matter. Broker non-votes will not be counted as present for the purposes of establishing a quorum.
Broker non-votes will have the same effect as a vote “AGAINST” the Business Combination Proposal and the Charter Amendments Proposal. At a meeting with a quorum, broker non-votes will have no effect on the vote on the remaining Proposals.
Q:
What will happen if I sign and return my proxy card without indicating how I wish to vote?
A:
Signed and dated proxies received by ExcelFin without an indication of how the stockholder intends to vote on a proposal will be voted “FOR” each proposal presented to the stockholders. The proxyholders may use their discretion to vote on any other matters which properly come before the Special Meeting.
Q:
If I am not going to attend the Special Meeting in person (by virtual attendance), should I return my proxy card instead?
A:
Yes. Whether you plan to attend the virtual Special Meeting or not, please read the enclosed proxy statement/prospectus carefully, and vote your shares by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.
Q:
If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?
A:
No. Under the rules of various national and regional securities exchanges, your broker, bank or nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank or nominee. ExcelFin believes the proposals presented to the stockholders will be considered non-discretionary and therefore your broker, bank or nominee cannot vote your shares without your instruction. Your bank, broker or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares in accordance with directions you provide.
Q:
May I change my vote after I have mailed my signed proxy card?
A:
Yes. You may change your vote by sending a later-dated, signed proxy card to ExcelFin’s secretary at the address listed below so that it is received by ExcelFin’s secretary prior to the Special Meeting or virtually attend the Special Meeting in person and vote. You also may revoke your proxy by sending a notice of revocation to ExcelFin’s secretary, which must be received by ExcelFin’s secretary prior to the Special Meeting.
Q:
Who will solicit and pay the cost of soliciting proxies?
ExcelFin will pay the cost of soliciting proxies for the Special Meeting. ExcelFin has engaged Morrow Sodali, which we refer to as “Proxy Solicitor,” to assist in the solicitation of proxies for the Special
 
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Meeting. ExcelFin has agreed to pay Proxy Solicitor a fee of $15,000, plus expenses. ExcelFin will reimburse Proxy Solicitor for reasonable out-of-pocket expenses and will indemnify Proxy Solicitor and its affiliates against certain claims, liabilities, losses, damages and expenses. ExcelFin will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of shares of ExcelFin Class A Common Stock for their expenses in forwarding soliciting materials to beneficial owners of the ExcelFin Class A Common Stock and in obtaining voting instructions from those owners. ExcelFin’s directors and officers may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.
Q:
What should I do if I receive more than one set of voting materials?
A:
You may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast your vote with respect to all of your shares.
Q:
Who can help answer my questions?
A:
If you have questions about the proposals or if you need additional copies of this proxy statement/prospectus or the enclosed proxy card you should contact:
Joseph Douglas Ragan III
Chief Executive Officer
ExcelFin Acquisition Corp.
100 Kingsley Park Dr
Fort Mill, South Carolina 29715
(917) 209-8581
You may also contact our Proxy Solicitor at:
Morrow Sodali LLC
333 Ludlow Street, 5th Floor, South Tower
Stamford, Connecticut 06902
Shareholders may call toll-free: (800) 662-5200
Banks and Brokerage Firms, please call: (800) 662-5200
Email: [•]
To obtain timely delivery, ExcelFin stockholders must request the materials no later than [•], 2024, five business days before the Special Meeting.
You may also obtain additional information about ExcelFin from documents filed with the SEC by following the instructions in the section titled “Where You Can Find More Information.”
If you intend to seek redemption of your public shares, you will need to send a letter demanding redemption and deliver your stock electronically to ExcelFin’s transfer agent prior to the Special Meeting in accordance with the procedures detailed under the question “How do I exercise my redemption rights?” If you have questions regarding the certification of your position or delivery of your stock, please contact:
American Stock Transfer & Trust Company
One State Street Plaza, 30th Floor
New York, New York 10004
Attn: SPAC Services Administration
E-mail: SPACSUPPORT@astfinancial.com
 
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SUMMARY OF THE PROXY STATEMENT/PROSPECTUS
This summary, together with the section entitled, “Questions and Answers About the Proposals” summarizes certain information contained in this proxy statement/prospectus and may not contain all of the information that is important to you. To better understand the Business Combination and the Proposals to be considered at the Special Meeting, you should read this entire proxy statement/prospectus carefully, including the annexes. See also the section titled “Where You Can Find More Information.”
Parties to the Business Combination
ExcelFin
ExcelFin is a special purpose acquisition company incorporated on March 15, 2021 for purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses. ExcelFin Class A Common Stock and warrants are currently quoted on the Nasdaq Global Market under the symbols “XFIN” and “XFIN W” respectively. ExcelFin’s executive office is located at 100 Kingsley Park Dr, Fort Mill, South Carolina 29715, and its telephone number is (917) 209-8581.
Sponsor
ExcelFin SPAC, LLC, a Delaware limited liability company, is the sponsor of ExcelFin and currently, together with our officers and directors, owns 72.3% of the issued and outstanding shares of ExcelFin Class A Common Stock. The Sponsor’s executive office is located at 100 Kingsley Park Dr, Fort Mill, South Carolina 29715, and its telephone number is (917) 209-8581.
PubCo
PubCo is a wholly-owned subsidiary of Baird Medical and is the owner of all of the issued and outstanding equity interests of Merger Sub. PubCo was incorporated as an exempt company with limited liability under the laws of the Cayman Islands on June 16, 2023. As of the date of this proxy statement/prospectus, PubCo owns no material assets other than the equity interests of Merger Sub and it does not operate any business. On August 3, 2023, Baird Medical contributed all of the Company Shares to PubCo in exchange for PubCo Ordinary Shares such that Tycoon became a wholly-owned subsidiary of PubCo.
The Holding Foreign Companies Accountable Act (“HFCAA”) would subject PubCo to a number of prohibitions, restrictions and potential delisting if either it or its auditor were designated as an “HFCAA Issuer” or an auditor listed on an HFCAA Determination List, respectively, each as described further herein. An HFCAA Issuer is required to comply with the submission and disclosure requirements in the annual report for each year in which it was identified. If identified as an HFCAA Issuer, PubCo would be prevented from using an auditor that the Public Company Accounting Oversight Board of the U.S., or PCAOB, determines it could not inspect or fully investigate and would (i) prohibit the trading of securities of a company and (ii) require delisting of a company from U.S. national securities exchanges if the PCAOB is unable to inspect its public accounting firm for three consecutive years. As of the date of this proxy statement/prospectus, the auditor of Baird Medical, Marcum Asia CPAs LLP, is not among the auditor firms listed on the HFCAA Determination List, which identifies all of the auditor firms that the PCAOB is not able to inspect.
On August 26, 2022, the PCAOB signed a Statement of Protocol with the CSRC and the Ministry of Finance of the PRC governing inspections and investigations of audit firms based in Mainland China and Hong Kong. The agreement includes detailed and specific commitments from the CSRC that would allow PCAOB inspections and investigations meeting U.S. standards, such as (i) independent discretion by the PCAOB to select any issuer audits for inspection or investigation in accordance with the Sarbanes-Oxley Act; (ii) direct access by the PCAOB to interview or take testimony from all personnel of the audit firms whose issuer engagements are being inspected or investigated; (iii) unfettered ability by the PCAOB to transfer information to the SEC in accordance with the Sarbanes-Oxley Act; and (iv) procedures for PCAOB inspectors to see complete audit work papers without any redactions. Implementation of the aforementioned framework
 
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is subject to uncertainties and will affect the PCAOB’s actual ability to inspect and thoroughly investigate audit firms in Mainland China and Hong Kong.
The registered address of PubCo is at the offices of Conyers Trust Company (Cayman) Limited, Cricket Square, Hutchins Drive, PO Box 2681, Grand Cayman, KY1-1111, Cayman Islands. PubCo’s global headquarters are based in Room 202, 2/F, Baide Building, Building 11, No.15, Rongtong Street, Yuexiu District, Guangzhou People’s Republic of China, or Mainland China. PubCo’s telephone number is +86 020-82185926.
Merger Sub
Merger Sub is a wholly-owned subsidiary of PubCo formed solely for the purpose of effectuating the merger with ExcelFin in which ExcelFin will be the surviving entity. Merger Sub was incorporated under the laws of the State of Delaware on June 16, 2023. Merger Sub owns no material assets and does not operate any business.
The mailing address and telephone number of Merger Sub’s principal executive office is the same as for Baird Medical. At the consummation of the Business Combination, Merger Sub will cease to exist after being merged into ExcelFin.
Baird Medical
Betters Medical Investment Holdings Limited was incorporated in the Cayman Islands as an exempted company with limited liability on January 22, 2021. Baird Medical is not a Chinese operating company but a Cayman Islands holding company holding all of the issued Company Shares in Tycoon, Merger Sub and, prior to closing, PubCo. Cash is transferred among Baird Medical’s PRC subsidiaries in the form of capital contributions or working capital loans. To date, no transfers, dividends or distributions have been made between Baird Medical and its subsidiaries or to investors.
Restrictions on Foreign Exchange and Distribution of Earnings
Baird Medical, its subsidiaries, and, following the Business Combination, PubCo will be subject to restrictions on foreign exchange and their ability to transfer cash between entities, across borders, and to U.S. investors.
Pursuant to the Foreign Exchange Administration Regulations, as amended on August 5, 2008, Renminbi is freely convertible for current account items, including the distribution of dividends, interest payments, and trade and service-related foreign exchange transactions, but not for capital account items, such as direct investments, loans, repatriation of investments and investments in securities outside of China, unless prior approval is obtained from the State Administration of Foreign Exchange (the “SAFE”) and prior registration with SAFE is made. Thus, under PRC foreign exchange regulations, payment of current account items, including profit distributions, interest payments and trade and service-related foreign exchange transactions, can be made in foreign currencies without the prior approval of SAFE by complying with certain procedural requirements. However, approval from, or registration with, appropriate governmental authorities is required where Renminbi is to be converted into foreign currency and remitted out of China to pay capital expenses such as the repayment of loans denominated in foreign currencies.
Under PRC laws and regulations, the PRC subsidiaries are subject to certain restrictions with respect to payment of dividends or other transfers of any of their net assets to Baird Medical or U.S. investors. Remittance of dividends by the PRC subsidiaries out of China is also subject to certain procedures with the banks designated by SAFE.
The principal regulations governing distribution of dividends of foreign-invested enterprises include the PRC Company Law, the Foreign Investment Law of the PRC, and the Implementing Rules. Under these laws and regulations, foreign-invested enterprises in China may pay dividends only out of their accumulated after-tax profits, if any, determined in accordance with PRC accounting standards and regulations. In addition, enterprises in China are required to allocate at least 10% of their respective accumulated profits each year, if any, to fund certain reserve funds until these reserves have reached 50% of the registered capital of the
 
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enterprises. Companies may, at their discretion, allocate a portion of their after-tax profits based on PRC accounting standards to staff welfare and bonus funds. These reserves are not distributable as cash dividends.
Registration Certificates
Baird Medical has obtained (i) five registration certificates for microwave ablation therapeutic apparatus (models MTI-5AT, MTI-5B, MTI-5C, MTI-5DT and MTI-5ET, Class III on February 6, 2023); (ii) six registration certificates for microwave ablation needles (Microwave Thermal Coagulation Ablation Needle, Long Microwave Ablation Needles, Models XR-A2018W, XR-A2015W, XR-A1818W, XR-A1815W, XR-B2018W, XR-B2015W, XR-B1818W and XR-B1815W, Class II on March 26, 2018; Microwave Thermal Coagulation Ablation Needle, Fine Microwave Ablation Needle, Models XR-A1610W, XR-A1608W, XR-A1410W, XR-A1408W, XR-B1610W, XR-B1608W, XR-B1410W and XR-B1408W, Class II on March 26, 2018; Disposable Water-Cooled Microwave Thermal Coagulation Ablation Needle, Long Microwave Ablation Needles, Models XR-A2021W, XR-A2018W, XR-A2015W, XR-A2021R (round head) and XR-A2018R (round head), Class III on February 6, 2023; Disposable Water-Cooled Microwave Thermal Coagulation Ablation Needle, Fine Microwave Ablation Needle, Model XR-A1610W, Class III on February 6, 2023; Disposable Microwave Ablation Needle, Long Microwave Ablation Needles, Models J-20-15, J-20-12, J-20-10, J-20-08, J-20-05, J-18-15, J-18-12, J-18-10, J-18-08 and J-18-05, Class III on July 13, 2023; Disposable Microwave Ablation Needle, Fine Microwave Ablation Needle, Models J-16-15, J-16-12, J-16-10, J-16-08, J-16-05, J-14-15, J-14-12, J-14-10, J-14-08, J-14-05, Class III on July 13, 2023); and (iii) one registration certificate for disposable sterile biopsy needle (Disposable Sterile Biopsy Needle, Model BN-MAR-1, Class II on August 30, 2023).
Manufacture License
On May 25, 2021 Baird Medical obtained the Manufacture License for Class II and Class III Medical Devices for its existing microwave ablation products in China. Such Manufacture License is valid until May 24, 2026. Baird Medical does not believe that the 2022 Supervisory and Administrative Measures for Production will have a material impact on its business operations because (1) the updates and revisions to the 2022 Supervisory and Administrative Measures for Production do not affect the validity of the production license obtained by Baird Medical on May 25, 2021, which remains applicable and is sufficient for Baird Medical to satisfy relevant requirements under the 2022 Supervisory and Administrative Measures for Production, (2) during the process of obtaining the registration certificate for Class III thyroid medical devices, Baird Medical passed an audit, performed by the National Medical Products Administration and in accordance with the 2022 Supervisory and Administrative Measures for Production, for the period from February 9, 2023, to February 10, 2023, and (3) after obtaining the registration certificate for its single-use sterile biopsy needle product, Baird Medical applied to add “Class II: 14-01 Injection and Puncture Instruments” to the production scope of the medical device production license, and obtained the updated medical device production license on October 16, 2023 in accordance with the 2022 Supervisory and Administrative Measures for Production.
Baird Medical’s executive office is located at Room 202, 2/F, Baide Building, Building 11, No.15, Rongtong Street, Yuexiu District, Guangzhou People’s Republic of China, or Mainland China, and its telephone number is +86 020-82185926.
Other Permissions or Approvals
As of the date of this proxy statement/prospectus, Baird Medical and its PRC subsidiaries have received from the relevant PRC authorities all required licenses, permissions, and approvals needed to engage in the businesses currently conducted in the PRC, and no event that could cause these certificates and licenses to be revoked or canceled has occurred. Except for the CSRC filing procedures based on the Trial Measures, which were completed on January 2, 2024, the Company believes that neither Baird Medical nor any of its PRC subsidiaries is required to undergo or obtain any other procedure or permission from the relevant PRC authorities, including the CAC or any other governmental agency that is required to approve our business operations and offering of the securities being registered hereunder to foreign investors. Baird Medical completed the filing procedures required by the CSRC on January 2, 2024, and the result of such CSRC approval was posted on the official website of the CSRC on the same date. If Baird Medical’s conclusions are
 
39

 
incorrect and either Baird Medical or its PRC subsidiaries are required to obtain other licenses, permissions or approvals, then Baird Medical or its PRC subsidiaries may be subject to investigations by competent regulators, subject to fines or penalties, ordered to suspend their regular operations and rectify any non-compliance, or prohibited from engaging in regular business or conducting any offering. These risks could result in a material adverse change in Baird Medical’s operations, significantly limit or prevent us from offering or continuing to offer securities to investors or cause such securities to significantly decline in value or become worthless.
Baird Medical cannot predict whether the applicable laws and regulations, and interpretations thereof, will change and whether Baird Medical will be required to obtain licenses, permissions or approvals in the future. Baird Medical can provide no assurance that new rules or regulations promulgated in the future will not impose any additional requirements or otherwise tighten the regulatory restrictions imposed on the operation of companies. If Baird Medical is unable to meet the requirements of future laws and regulations, regulatory agencies in China may impose fines and penalties on Baird Medical’s operations in China, limit its operating privileges in China, delay or restrict the repatriation of proceeds from offshore fundraising activities into the PRC or take other actions that could materially adversely affect Baird Medical’s business, financial condition and results of operations, as well as the trading price of PubCo’s securities following the consummation of the Business Combination.
Tycoon (or the Company)
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, with operations conducted by its subsidiaries in China. It is one of the leading microwave ablation medical device developers and providers in China for minimally invasive treatment of tumors. Our proprietary medical devices are used for treatment of benign and malignant tumors, including thyroid nodules, liver cancer, lung cancer and breast lumps.
Tycoon’s product offerings and pipeline products mainly consist of microwave ablation apparatus and needles that are used in conjunction with microwave ablation apparatus. Product offerings available for sale include microwave ablation apparatus approved for the treatment of liver cancer and thyroid nodules, long microwave ablation needles, and fine microwave ablation needles. Tycoon’s products are ultimately sold to hospitals through (i) direct sales, (ii) deliverers, or (iii) distributors.
Tycoon’s executive office is located at Room 202, 2/F, Baide Building, Building 11, No.15, Rongtong Street, Yuexiu District, Guangzhou People’s Republic of China, or Mainland China, and its telephone number is +86 020-82185926.
The Combined Company and Baird Medical’s Structure before and after the Business Combination
The ownership structure of Baird Medical before Closing is as follows:
[MISSING IMAGE: fc_combination-bw.jpg]
 
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The ownership structure of the Combined Company giving effect to the Business Combination is as follows:
[MISSING IMAGE: fc_companyeffect-bw.jpg]
Auto King International Limited (“Auto King”), which is controlled by Haimei Wu, owns approximately 59.94% of the outstanding capital stock of Baird Medical. See “Risk Factors — Baird Medical has engaged in transactions with related parties, and such transactions present possible conflicts of interest that could have a material and adverse effect on Baird Medical’s business, financial conditions and results of operations.” Baird Medical will own approximately 81.5% of the PubCo Ordinary Shares following the closing of the Business Combination. Haimei Wu is the Chairwoman and Chief Executive Officer of Baird Medical and, following the closing of the Business Combination, will be Chairwoman and Chief Executive officer of PubCo. She will effectively control each of Baird Medical and PubCo following the closing of the Business Combination Agreement, and, as a result, we will be a “controlled company” as defined under the Nasdaq Listing Rules. Currently, we do not expect to rely on the “controlled company” exemption from the corporate governance requirements under the Nasdaq Listing Rules.
The Business Combination and the Business Combination Agreement
On June 26, 2023, ExcelFin entered into the Business Combination Agreement by and among ExcelFin, PubCo, Merger Sub, Baird Medical and Tycoon. The Business Combination Agreement provides for the combination of ExcelFin and Tycoon under PubCo, a new holding company, as its direct, wholly-owned subsidiaries. In connection with the Transactions, on August 3, 2023, Baird Medical contributed all of the issued shares of Tycoon (“Company Shares”) to PubCo in exchange for PubCo Ordinary Shares such that Tycoon became a wholly-owned subsidiary of PubCo and Baird Medical received in exchange therefor 29,411,764 PubCo Ordinary Shares (the “Share Contribution”), and after the special meeting Merger Sub will merge with and into ExcelFin, with ExcelFin continuing as the surviving entity and wholly-owned subsidiary of PubCo (the “Merger”). For more information about the transactions contemplated by the Business Combination Agreement, please see the section entitled “The Business Combination Proposal — Business Combination Agreement.” A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A, and is incorporated herein by reference.
Transaction Consideration
This registration statement and the accompanying proxy statement/prospectus relate to an offering of PubCo Ordinary Shares and PubCo Warrants. PubCo is the holding company in the Business Combination, which is incorporated in the Cayman Islands. The consideration in this transaction is PubCo Ordinary Shares and PubCo Warrants. After consummation of the Business Combination, PubCo will directly own ExcelFin. PubCo will also directly own Tycoon, which operates through its indirect subsidiaries described above. For
 
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more information about the ownership structure of the Combined Company, see the organizational chart set forth on the page immediately above.
Pursuant to the Business Combination Agreement (a) on August 3, 2023, Baird Medical contributed all of the issued shares of Tycoon held by Baird Medical (“Company Shares”) to PubCo in exchange for PubCo Ordinary Shares such that Tycoon became a wholly-owned subsidiary of PubCo and Baird Medical received in exchange therefor 29,411,764 PubCo Ordinary Shares (the “Share Contribution”) valued at $10.20 per share, that have an aggregate value equal to Three Hundred Million Dollars ($300,000,000); and (b) after the special meeting, Merger Sub will merge with and into ExcelFin, with ExcelFin continuing as the surviving entity and wholly-owned subsidiary of PubCo (the “Merger”).
The Business Combination Agreement provides that at the effective time of the Business Combination (the “Effective Time”):
(i)
each ExcelFin Unit that is issued and outstanding shall be automatically divided, and the holder thereof shall be deemed to hold one share of ExcelFin Class A Common Stock and one-half of one ExcelFin Public Warrant in accordance with the terms of the applicable ExcelFin Unit;
(ii)
each outstanding public shares of ExcelFin Class A Common Stock will be exchanged for one PubCo Ordinary Share; and, subject to a vesting requirement for 1,350,000 of such shares held by the Sponsor, each outstanding share of ExcelFin Class A Common Stock held by the Sponsor or its assignees will be cancelled in exchange for one PubCo Ordinary Share; and
(iii)
the registered holder of each outstanding public warrant to purchase one share of ExcelFin Class A Common Stock (collectively, the “ExcelFin Public Warrants”) will be issued, in exchange for the ExcelFin Public Warrants, an equal number of warrants (collectively, the “PubCo Warrants”) to purchase one PubCo Ordinary Share upon the same terms as were provided in the ExcelFin Public Warrants.
The Business Combination Agreement provides that each of the shares of ExcelFin Class A Common Stock held by the Sponsor or its assignees will be cancelled in exchange for one PubCo Ordinary Share upon the Closing of the Business Combination. However, 1,350,000 of the PubCo Ordinary Shares issued to ExcelFin SPAC, LLC (the “Sponsor”) in the Business Combination in exchange for ExcelFin Class A Common Stock (the “Earnout Shares”) will not vest unless and until within the fifth anniversary of the closing of the Business Combination (a) the volume weighted average price of the PubCo Ordinary Shares on Nasdaq is greater than or equal to $12.50 per share for any 20 trading days within a 30-day trading period or (b) a change of control of PubCo occurs.
For further explanation of the consideration in the Business Combination, see the section entitled “The Business Combination Proposal (Proposal 1) — Transaction Consideration.”
Conditions to Consummation of the Business Combination
The obligation of each party to consummate is subject to the satisfaction of the following conditions, any one or more of which, other than the net tangible assets condition, may be waived in writing by ExcelFin and Baird Medical:

The ExcelFin Stockholders’ Approval shall have been obtained.

All regulatory approvals shall have been obtained.

(i) The PubCo Ordinary Shares and the PubCo Warrants to be issued in connection with the Closing shall have been approved for listing on Nasdaq, subject only to official notice of issuance thereof, and (ii) the proxy statement/prospectus shall have been declared effective under the Securities Act, no stop order shall be in effect and no proceedings for the purpose of suspending the effectiveness of the proxy statement/prospectus shall be pending by the SEC.

No governmental authority shall have enacted, issued, promulgated, enforced or entered any law or Governmental Order which has the effect of making the Transactions illegal or which otherwise prohibits consummation of the Transactions.
 
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There shall not be any action initiated by any governmental authority of its own volition (and not acting at the direction, suggestion, or recommendation, whether directly or indirectly, by or on behalf of any party to the Business Combination Agreement) that remains pending and is reasonably expected to enjoin or otherwise restrict the consummation of the Transactions.

The PIPE Investment, if any, shall have been consummated.

After giving effect to the Closing, ExcelFin shall have net tangible assets of at least $5,000,001 on its pro forma consolidated balance sheet.
The obligation of ExcelFin to consummate the Transactions is subject to the satisfaction of the following additional conditions, any one or more of which may be waived in writing by ExcelFin:

Each of the representations and warranties of the Target Companies shall be true and correct in all material respects on and as of the date of the Business Combination Agreement and on and as of the Closing Date except for, in certain cases, any failures to be so true and correct that have not had, and would not reasonably be expected to have, a Baird Medical Material Adverse Effect.

Each of the covenants and obligations of each of PubCo, Baird Medical, Tycoon and Merger Sub to be performed or complied with as of or prior to the Closing shall have performed and complied with in all material respects.

Since the date of the Business Combination Agreement, there shall not have occurred a Baird Medical Material Adverse Effect that is continuing.

All required approvals, waiver or consents from any third parties shall have been obtained.

Baird Medical and PubCo shall have delivered to ExcelFin each of the closing deliverables described in the Business Combination Agreement.

The Share Contribution shall have been consummated.
The obligation of each of the Baird Medical Companies to consummate the Transactions is subject to the satisfaction of the following additional conditions, any one or more of which, other than the net tangible assets condition, may be waived in writing by Baird Medical:

Each of the representations and warranties of the ExcelFin shall be true and correct in all material respects on and as of the date of the Business Combination Agreement and on and as of the Closing Date except for, in certain cases, any failures to be so true and correct that have not had, and would not reasonably be expected to have, a ExcelFin Material Adverse Effect.

Each of the covenants and obligations of ExcelFin to be performed or complied with as of or prior to the Closing shall have performed and complied with in all material respects.

There shall not have occurred a ExcelFin Material Adverse Effect that is continuing.

ExcelFin shall have delivered to PubCo each of the closing deliverables described in the Business Combination Agreement.

The ExcelFin Closing Cash shall not be less than $15.0 million. ExcelFin Closing Cash is calculated prior to the payment of ExcelFin Transaction Expenses, which expenses are estimated to be $11.7 million.
No party may rely on the failure of any condition to be satisfied if such failure was caused by the failure of such party or its affiliates to act in good faith or to take such actions as may be necessary to cause the conditions of the other parties to the Business Combination Agreement to be satisfied.
Waiver
Any party to the Business Combination Agreement may, at any time prior to the Closing, by action taken by its board of directors or equivalent governing body, or officers thereunto duly authorized, waive in writing any of its rights or conditions in its favor under the Business Combination Agreement. Notwithstanding the foregoing, pursuant to the ExcelFin Charter, ExcelFin cannot consummate the proposed business combination if it has less than $5,000,001 of net tangible assets remaining after the Closing.
 
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Termination Rights
This Agreement may be terminated and the Transactions abandoned at any time prior to the Closing:
(a)
by mutual written consent of Baird Medical and ExcelFin;
(b)   by written notice from Baird Medical or ExcelFin to the other if any of the Closing Conditions have not been satisfied or waived by April 25, 2024 (as it may be extended, the “Outside Date”); provided, further, however, that the right to terminate the Business Combination Agreement under this scenario shall not be available to a party if a breach by such party was the proximate cause of the failure of the Closing to occur;
(c)   by written notice from Baird Medical or ExcelFin to the other if any governmental authority shall have enacted any law or order preventing or prohibiting the consummation of the Transactions;
(d)   by written notice from Baird Medical to ExcelFin within 10 business days after there has been a ExcelFin Modification in Recommendation;
(e)   by written notice from Baird Medical or ExcelFin to the other if the ExcelFin Stockholders’ Approval shall not have been obtained by reason of the failure to obtain the required vote of the ExcelFin Stockholders at the ExcelFin Stockholder Meeting;
(f)   by written notice from ExcelFin to Baird Medical if either the Baird Resolutions or the Merger Sub Written Consent had not been delivered to ExcelFin within five business days after the execution of the Business Combination Agreement (though both documents were, in fact, timely delivered);
(g)   by written notice to Baird Medical from ExcelFin if there has been a breach by any of the Baird Medical Parties of any of their respective representations or covenants in the Business Combination Agreement such that the Closing Conditions cannot be satisfied at the Closing and such breach cannot be cured by the Outside Date; or
(h)   by written notice to ExcelFin from Baird Medical if (i) there has been a breach by ExcelFin of any of its representations or covenants set forth in the Business Combination Agreement such that the Closing Conditions would not be satisfied at the Closing and such breach cannot be cured by the Outside Date.
Effect of Termination
In the event of the termination of the Business Combination Agreement, the Business Combination Agreement shall become null and void and have no further force or effect, without any liability on the part of any party, except that (i) the provisions of Section 11.2 (governing the effects of termination) and Article XII (miscellaneous) and the NDA shall survive any termination of the Business Combination Agreement. If the Business Combination agreement is terminated, the parties will not be released from any liability (A) for any willful and material breach of the Business Combination Agreement occurring prior to such termination or (B) in respect of any claim for Fraud.
In the event of the termination of the Business Combination Agreement by Baird Medical: (a) because the Outside Date was reached (but only if a breach by a Baird Medical Company of a provision under the Business Combination Agreement was the proximate cause of the failure of the Closing to occur on or before the Outside Date), (b) because the Baird Resolutions or the Merger Sub Written Consent had not been timely delivered or (c) or if there has been a breach by any of the Baird Medical Parties of any of their respective representations or covenants in the Business Combination Agreement such that the Closing Conditions cannot be satisfied at the Closing and such breach cannot be cured by the Outside Date, then, in each case, Baird Medical is obligated to pay to ExcelFin a break-up fee (the “Break-Up Fee”) in an amount in cash equal to the lesser of (i) the reasonable and documented out-of-pocket expenses of ExcelFin in connection with the negotiation, preparation, execution, authorization or performance of the Business Combination Agreement and (ii) $6,000,000.
Related Agreements
This section describes the material provisions of certain additional agreements entered into or to be entered into pursuant to the Business Combination Agreement, and which we refer to as Related Agreements,
 
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but does not purport to describe all of their terms. The following summary is qualified in its entirety by reference to the complete text of each of these Related Agreements, which are included as exhibits to this proxy statement/prospectus. You are urged to read such Related Agreements in their entirety.
Sponsor Support Agreement
In connection with the signing of the Business Combination Agreement, the Sponsor, ExcelFin, and PubCo entered into the Sponsor Support Agreement. Pursuant to this agreement, the Sponsor:

Agreed to vote all ExcelFin Common Stock held by the Sponsor at such time in favor of the approval and adoption of the Business Combination Agreement and the Transactions and all other Transaction Proposals;

Agreed to surrender all 11,700,000 of the ExcelFin Private Placement Warrants which are owned by the Sponsor to ExcelFin for no additional consideration effective as of immediately prior to the Effective Time.

Agreed to convert all of the unpaid balances under the Sponsor Loans into PubCo Ordinary Shares at a price of $10.20 per share immediately prior to the Effective Time and subject to the consummation of the Business Combination.

Agreed not to transfer any shares or ExcelFin Common Stock prior to the Closing.

Agreed to abstain from exercising any redemption rights of any shares of ExcelFin Common Stock held by it in connection with the ExcelFin Stockholders’ Approval.

Waived its right to an adjustment of the Conversion Ratio (as defined in Section 4.3(b) of the ExcelFin Charter) with respect to any conversion of its shares of ExcelFin Class B Common Stock in connection with the Transactions.
The parties also agreed that (x) 3,150,000 of the PubCo Ordinary Shares to be held by the Sponsor immediately following the Effective Time shall be fully vested and freely tradable, subject only to the restrictions on transfer set forth in the Insider Letter, as amended by the Amendment to Insider Letter, and (y) the remaining 1,350,000 of the PubCo Ordinary Shares to be held by the Sponsor immediately following the Effective Time shall be subject to vesting and forfeiture (the “Earnout Shares”). The Earnout Shares shall become fully vested if, at any time from the Effective Time through the date that is the fifth anniversary of the Effective Time, the VWAP of PubCo Ordinary Shares is greater than or equal to $12.50 over any 20 trading days within any 30-day trading period. For purposes hereof, “VWAP” means the dollar volume-weighted average price for such security on the principal securities exchange or securities market on which such security is then traded. If there is a Change of Control of PubCo after the Effective Time and prior to the fifth anniversary of the Effective Time, the Earnout Shares shall become fully vested immediately prior to such Change of Control. If by the fifth anniversary of the Effective Time the Earnout Shares shall not have vested, the Earnout Shares shall be forfeited for no consideration and shall cease to represent any interest in PubCo, effective as of such date.
Baird Medical Lock-Up Agreement
At Closing, Baird Medical and PubCo will enter into the Baird Medical Lock-Up Agreement. Pursuant to the Business Combination Agreement, Baird Medical will agree not to transfer any PubCo Ordinary Shares acquired by it in the Share Contribution prior to the earlier of (a) a Change of Control of PubCo or (b) six months from the Closing Date. The agreement allows for transfers to certain permitted transferees so long as such transferee agrees to the same restrictions on the transfer of the PubCo Ordinary Shares that apply to Baird Medical.
Insider Letter Amendment
In connection with the signing of the Business Combination Agreement, ExcelFin, the Sponsor, and each officer, director or board advisor of ExcelFin (each, an “Insider”) entered into an Amendment to Letter Agreement to amend the terms of the Insider Letter. Pursuant to this amendment, the Lock-Up in the Insider
 
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Letter was amended to provide that the Sponsor and the Insiders may not Transfer any founder shares (or any securities into which founder shares are converted or exchangeable pursuant to a Business Combination) until the earlier of:
(i)
one year after the completion of ExcelFin’s initial Business Combination and
(ii)
subsequent to ExcelFin’s Business Combination,
(x)
the date on which ExcelFin (or its successor) completes a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of the Public Stockholders having the right to exchange their shares of Class A Common Stock (or any securities into which shares of Class A Common Stock are converted pursuant to a Business Combination) for cash, securities or other property, or
(y)
the date on which the VWAP of the Class A Common Stock (or any securities into which shares of Class A Common Stock are converted or exchangeable pursuant to such Business Combination) equals or exceeds $15.00 per share for any 20 trading days within any 30-trading day period commencing after ExcelFin’s Business Combination.
Registration Rights Agreement
ExcelFin, the Sponsor and certain other parties entered into a registration rights agreement (the “Sponsor Registration Rights Agreement”) on October 21, 2021 in connection with the ExcelFin IPO. At Closing, PubCo, the Sponsor, Baird Medical and certain other parties will enter into a registration rights agreement (the “Registration Rights Agreement”) concerning the PubCo Ordinary Shares issued to those parties (“Holders”) in connection with the Business Combination (“Registrable Securities”). The Registration Rights Agreement will terminate and replace the Sponsor Registration Rights Agreement upon the Closing of the Business Combination. The Registration Rights Agreement provides that no later than 30 business days following the Closing Date, PubCo shall prepare and file with the Commission a shelf registration statement under Rule 415 of the Securities Act covering the resale of all the Registrable Securities on a delayed or continuous basis and shall use its commercially reasonable efforts to have such registration statement declared effective as soon as practicable after the filing thereof and no later than the earlier of (x) the 90th calendar day (or the 120th calendar day if the Commission notifies PubCo that it will “review” the registration statement) following the Closing Date and (y) the 10th business day after the date PubCo is notified by the Commission that such Shelf Registration Statement will not be “reviewed” or will not be subject to further review. Pursuant to the agreement, PubCo also grants certain demand and unlimited piggyback registration rights to the holders of Registrable Securities. All of the costs of these registrations will be borne by PubCo, other than selling commissions incurred by the Holders of Registrable Securities.
Under the Registration Rights Agreement, PubCo will indemnify the holders of Registrable Securities and certain persons or entities related to them, such as their officers, directors, employees, agents and representatives, against any losses or damages resulting from any untrue statement or omission of a material fact in any registration statement or prospectus pursuant to which they sell Registrable Securities, unless such liability arose from their misstatement or omission, and the holders of Registrable Securities, including Registrable Securities in any registration statement or prospectus, will agree to indemnify PubCo and certain persons or entities related to PubCo, such as its officers and directors and underwriters, against all losses caused by their misstatements or omissions in those documents.
Baird Medical Shareholder Support Agreement
In connection with the signing of the Business Combination Agreement, Baird Medical, PubCo, the Company, the Key Baird Medical Shareholders and ExcelFin entered into the Baird Medical Shareholder Support Agreement. Pursuant to such agreement, each Key Baird Medical Shareholder:

Agreed that at any meeting of the shareholders of Baird Medical at which approval of the Business Combination Agreement, any other Ancillary Agreements, the Share Contribution, the Merger, or any other Transactions is sought, or at any adjournment thereof, it will vote in favor of such proposals and to vote against any competing proposals;
 
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Agreed that prior to the Closing, it will not transfer or sell any shares of Baird Medical except to certain permitted transferees who agree to be bound by similar restrictions;

Waived any dissenters’ or appraisal rights under Cayman Islands law and any other similar statute in connection with the Transactions and the Business Combination Agreement; and

Revoked any inconsistent proxies previously given in respect of the Baird Medical Shares.
In addition, prior to the Closing, Baird Medical has agreed not to (i) transfer any Company Shares, (ii) grant any proxies with respect to any Company Shares, (iii) take any action that would make any representation or warranty of Baird Medical untrue or incorrect in any material respect or (iv) commit or agree to take any of the foregoing actions.
Warrant Assignment, Assumption and Amendment Agreement
At the Closing, ExcelFin, PubCo and American Stock Transfer & Trust Company, LLC, in its capacity as Warrant Agent will enter into a Warrant Assignment, Assumption and Amendment Agreement for the purpose of assigning ExcelFin’s obligations under the ExcelFin Public Warrant Agreement to PubCo. Pursuant to the Business Combination Agreement, at the Closing, ExcelFin will assign to PubCo all of its right, title and interest in the ExcelFin Public Warrant Agreement and PubCo will assume all of ExcelFin’s liabilities and obligations under the ExcelFin Public Warrant Agreement. Each whole ExcelFin Public Warrant that is outstanding immediately prior to the Effective Time shall automatically be converted into one PubCo Warrant representing a right to acquire that number of PubCo Ordinary Shares equal to the number of shares of ExcelFin Class A Common Stock set forth in such ExcelFin Public Warrant, on substantially the same terms as were in effect immediately prior to the Effective Time under the ExcelFin Public Warrant Agreement. The Warrant Assignment, Assumption and Amendment Agreement also provides for the cancellation and termination of the ExcelFin Private Placement Warrant Agreement with no additional consideration to be issued to the holder thereof.
Total Shares to be Issued in the Business Combination
ExcelFin’s public stockholders currently own approximately 27.7% of ExcelFin’s issued and outstanding capital stock, and the ExcelFin Initial Stockholders, consisting of the Sponsor together with our directors and officers, currently own approximately 72.3% of ExcelFin’s issued and outstanding capital stock. It is anticipated that, immediately following completion of the Business Combination and if (other than the redemptions of 20,798,467 shares of ExcelFin Class A Common Stock that occurred on May 1, 2023 and October 20, 2023) there are no additional redemptions by ExcelFin’s public stockholders and assuming no holders exercise their ExcelFin Public Warrants, no Earnout Shares vest and no shares are issued pursuant to the Baird Medical Incentive Plan, ExcelFin’s existing stockholders, including ExcelFin SPAC, LLC (the “Sponsor”), will own approximately 18.5% of the outstanding PubCo Ordinary Shares, and Baird Medical will own approximately 81.5% of the outstanding PubCo Ordinary Shares. If there are redemptions by ExcelFin’s public stockholders up to the maximum level that would permit completion of the Business Combination, and likewise assuming no holders exercise their ExcelFin Public Warrants, assuming no Earnout Shares vest and no shares are issued pursuant to the Baird Medical Incentive Plan, immediately following completion of the Business Combination, ExcelFin’s existing stockholders will own approximately 16.7% of PubCo Ordinary Shares and Baird Medical will own approximately 83.3% of PubCo Ordinary Shares. These percentages are calculated based on a number of assumptions (as described in this proxy statement/prospectus) and are subject to adjustment in accordance with the terms of the Business Combination Agreement. For a discussion of these assumptions, see “Summary of the Proxy Statement/Prospectus — The Business Combination Proposal (Proposal 1) — Transaction Consideration.”
If the actual facts are different from these assumptions (which they are likely to be), the percentage ownership in PubCo will be different. See “Unaudited Pro Forma Condensed Consolidated Combined Financial Information” for further information.
The following table illustrates varying ownership levels of the issued and outstanding shares of PubCo (on an undiluted basis), assuming varying levels of redemptions by ExcelFin’s public stockholders, excluding
 
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Earnout Shares (1,350,000), shares issuable upon exercise of Public Warrants (11,500,000) and shares issuable following the closing under the Baird Medical Incentive Plan (10% of the shares outstanding at closing on a fully diluted basis):
Assuming
No Additional
Redemptions
Assuming
17.7% Redemptions
Assuming
Maximum Redemptions
(35.4%)
ExcelFin public stockholders(1)
2,201,533 6.10% 1,811,667 5.08% 1,421,801 4.03%
ExcelFin Sponsor Transferees(2)
1,250,000 3.46% 1,250,000 3.50% 1,250,000 3.54%
ExcelFin Sponsor
3,150,000 8.73% 3,150,000 8.82% 3,150,000 8.92%
ExcelFin Sponsor Loan
Conversion(3)
78,672 0.22% 78,672 0.22% 78,672 0.22%
Baird Medical(4)
29,411,765 81.49% 29,411,765 82.38% 29,411,765 83.29%
Total Shares at closing
36,091,970 100.00% 35,702,104 100.00% 35,312,238 100.00%
(1)
Outstanding share numbers take into account the redemptions of 20,798,467 shares of Class A Common Stock on May 1, 2023 and October 20, 2023. The Maximum Redemptions Number is calculated based upon ExcelFin Closing Cash held in Trust of $15.0 million divided by $10.55 per share, the estimated redemption value per share as of June 30, 2023. The definition of ExcelFin Closing Cash includes the proceeds, if any, of the PIPE Investment (which for purposes of these calculations is assumed to be $0 since, as of the date of this proxy statement/prospectus, no PIPE Investors have committed to purchase such securities). In addition, the closing condition that ExcelFin Closing Cash equal at least $15.0 million could be waived by the parties to the Business Combination Agreement.
(2)
In connection with the extension of the expiration date of ExcelFin to October 25, 2023, ExcelFin Sponsor agreed to transfer 1,250,000 founder shares upon the closing of the Business Combination to certain parties who agreed not to redeem their ExcelFin public shares in connection with that extension. As a result, at Closing the Sponsor will be issued 3,150,00 PubCo Ordinary Shares and 1,350,000 Earnout Shares and the transferees will be issued 1,250,000 PubCo Ordinary Shares.
(3)
Assumes $802,450 in working capital loans outstanding at Closing are converted into PubCo Ordinary Shares at $10.20 per share. As of June 30, 2023 the total working capital loans outstanding were $802,450.
(4)
The number of PubCo Ordinary Shares to be held by Baird Medical in each redemption scenario includes 29,411,764 shares issued to Baird Medical on August 3, 2023 in exchange for all issued and outstanding Company Shares.
The following table illustrates varying ownership levels of the issued and outstanding shares of PubCo, assuming varying levels of redemptions by ExcelFin’s public stockholders, on a fully diluted basis, showing full exercise and conversion of all securities expected to be outstanding as of the Closing of the Business Combination, including any outstanding securities of PubCo:
Assuming
No Additional
Redemptions
Assuming
17.7% Redemptions
Assuming
Maximum Redemptions
(35.4%)
ExcelFin public stockholders(1)
2,201,533 4.05% 1,811,667 3.36% 1,421,801 2.67%
ExcelFin Sponsor Transferees(2)
1,250,000 2.30% 1,250,000 2.32% 1,250,000 2.33%
ExcelFin Sponsor
3,150,000 5.79% 3,150,000 5.84% 3,150,000 5.88%
Earnout Shares(3)
1,350,000 2.48% 1,350,000 2.50% 1,350,000 2.52%
ExcelFin Sponsor Loan Conversion(4)
78,672 0.14% 78,672 0.15% 78,672 0.15%
Public Warrants(5)
11,500,000 21.15% 11,500,000 21.32% 11,500,000 21.49%
Baird Medical Incentive Plan(6)
5,437,997 10.00% 5,394,768 10.00% 5,351,360 10.00%
Baird Medical(7)
29,411,765 54.09% 29,411,765 54.51% 29,411,765 54.96%
Total Shares at closing
54,379,967 100.0% 53,946,782 100.0% 53,513,598 100.0%
 
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(1)
Outstanding share numbers take into account the redemptions of 20,798,467 shares of Class A Common Stock on May 1, 2023 and October 20, 2023. The Maximum Redemptions Number is calculated based upon ExcelFin Closing Cash held in Trust of $15.0 million divided by $10.55 per share, the estimated redemption value per share as of June 30, 2023. The definition of ExcelFin Closing Cash includes the proceeds, if any, of the PIPE Investment (which for purposes of these calculations is assumed to be $0 since, as of the date of this proxy statement/prospectus, no PIPE Investors have committed to purchase such securities). In addition, the closing condition that ExcelFin Closing Cash equal at least $15.0 million could be waived by the parties to the Business Combination Agreement.
(2)
In connection with the extension of the expiration date of ExcelFin to October 25, 2023, ExcelFin Sponsor agreed to transfer 1,250,000 founder shares upon the closing of the Business Combination to certain parties who agreed not to redeem their ExcelFin public shares in connection with that extension. As a result, at Closing the Sponsor will be issued 3,150,00 PubCo Ordinary Shares and 1,350,000 Earnout Shares and the transferees will be issued 1,250,000 PubCo Ordinary Shares.
(3)
1,350,000 Earnout Shares will vest only if within the fifth anniversary of the closing of the Business Combination (a) the volume weighted average price of the PubCo Ordinary Shares on Nasdaq is greater than or equal to $12.50 per share for any 20 trading days within a 30-day trading period or (b) a change of control of PubCo occurs.
(4)
Assumes $802,450 in working capital loans outstanding at Closing are converted into PubCo Ordinary Shares at $10.20 per share. As of June 30, 2023 the total working capital loans outstanding were $802,450.
(5)
Exercisable beginning 30 days following the closing of the Business Combination at $11.50 per share.
(6)
Under the Baird Medical Incentive Plan, to be approved prior to Closing, awards with respect to 10% of PubCo’s Ordinary Shares, on a fully diluted basis, may be issued.
(7)
The number of PubCo Ordinary Shares to be held by Baird Medical in each redemption scenario includes 29,411,764 shares to be issued to Baird Medical on August 3, 2023 in exchange for all issued and outstanding Company Shares.
Sources and Uses of Funds for the Business Combination
The following table summarizes the sources and uses of funds for the Business Combination assuming no additional ExcelFin stockholders exercise their redemption rights:
Sources
Uses
(in thousands)
Cash to Balance Sheet
$ 9,600
ExcelFin cash in Trust
$ 23,200
Transaction Fees
13,300
Sponsor loan
300
Baird Medical Equity Rollover
300,000
Baird Medical Equity Rollover
300,000
Total Sources
$ 323,200
Total Uses
$ 323,200
The following table summarizes the sources and uses of funds for the Business Combination assuming 17.7% of ExcelFin stockholders exercise their redemption rights:
Sources
Uses
(in thousands)
Cash to Balance Sheet
$ 5,500
ExcelFin cash in Trust
$ 19,100
Transaction Fees
13,300
Sponsor loan
300
Baird Medical Equity Rollover
300,000
Baird Medical Equity Rollover
300,000
Total Sources
$ 319,100
Total Uses
$ 319,100
The following table summarizes the sources and uses for funding the Business Combination assuming 1,421,801 shares of Class A Common Stock ($15.0 million in value at $10.55 per share, the estimated redemption value per share as of June 30, 2023) remain outstanding after ExcelFin stockholders exercise their redemption rights:
 
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Sources
Uses
(in thousands)
Cash to Balance Sheet
$ 1,400
ExcelFin cash in Trust
$ 15,000
Transaction Fees
13,300
Sponsor loan
300
Baird Medical Equity Rollover
300,000
Baird Medical Equity Rollover
300,000
Total Sources
$ 315,000
Total Uses
$ 315,000
Waiver of Certain Deferred Underwriting Fees
Approximately $8,050,000 of the underwriting fee in connection with ExcelFin’s IPO was deferred and conditioned upon completion of a business combination. Eighty percent (80%), or $6,440,000 in the aggregate, of the deferred underwriting fees have been waived for this transaction, leaving $1,610,000 of deferred underwriting fees payable to EXOS upon Closing.
Pursuant to the Business Combination Agreement, ExcelFin agreed to use commercially reasonable efforts to obtain from UBS Securities a waiver of the fees to which UBS Securities was entitled pursuant to the Underwriting Agreement entered into in connection with ExcelFin’s IPO. The purpose of such waiver was to decrease the total expenses due in connection with the Proposed Transaction. In the first week of August 2023, ExcelFin management reached out to UBS Securities and KeyBanc Capital Markets Inc. (“KeyBanc”), also an underwriter in the ExcelFin IPO, and asked them to waive their right to receive deferred underwriting fees arising out of the ExcelFin IPO despite UBS Securities and KeyBanc already having performed all their obligations to earn such fee in connection with the Business Combination with Baird Medical. ExcelFin entered into fee waiver agreements with KeyBanc and UBS Securities on August 7, 2023 and August 11, 2023, respectively. The UBS Securities waiver applies solely to the Business Combination with Baird Medical, while the KeyBanc waiver applies to any business combination. Neither UBS Securities nor KeyBanc communicated to ExcelFin the reasons for its waiver of the deferred underwriting fees, and ExcelFin did not correspond with UBS Securities or KeyBanc about the reasons for their waiver of fees. Such waivers were provided without any consideration from ExcelFin and without any conditions. Neither UBS Securities nor KeyBanc communicated to ExcelFin, nor is ExcelFin aware, that their waiver was the result of any dispute or disagreement with ExcelFin, including any disagreement relating to the disclosure in this proxy statement/prospectus. For more information, see “The Business Combination Proposal — Background of the Business Combination.”
Factors considered by the Board
ExcelFin was organized for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses. ExcelFin has sought to capitalize on the ability of its management team to identify, acquire and partner with management to operate a business.
The Board, in evaluating the Business Combination, consulted with ExcelFin’s management and legal, accounting and financial advisors. In reaching its unanimous resolution (i) that the Business Combination Agreement and the transactions contemplated thereby, including the Business Combination, are advisable and in the best interests of ExcelFin and its stockholders and (ii) to recommend that ExcelFin’s stockholders adopt the Business Combination Agreement and approve the Business Combination and the other transactions contemplated by the Business Combination Agreement, the Board considered a range of factors, including, but not limited to, the factors discussed below.
In light of the number and wide variety of factors considered in connection with its evaluation of the Business Combination, the Board did not consider it practicable to, and did not attempt to, quantify or otherwise assign relative weights to the specific factors that it considered in reaching its determination. The Board viewed its decision as being based on a comprehensive and holistic analysis of the information available and the factors presented to and considered by it. In addition, individual directors may have given different weight to different factors. Many factors were considered by ExcelFin, and the factors outlined herein may or may not have been considered by any director, member of management, or advisor of ExcelFin. Notwithstanding whether any of these factors were considered by any individual board member, the Board voted unanimously to proceed with the transaction.
 
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This explanation of factors considered by the Board and all other information presented in this section may be forward-looking in nature and, therefore, should be read in light of the factors discussed under “Cautionary Note Regarding Forward-Looking Statements.” These assumptions, as well as assumptions with respect to, industry performance, general business and economic conditions and numerous other matters, are beyond the control of ExcelFin, Baird Medical or any other parties to the Business Combination.
The officers and directors of ExcelFin have substantial experience in evaluating the operating and financial merits of companies operating in a wide range of industries and the Company believes that their financial skills, experience and background, together with the experience and advice of the advisors ExcelFin hired to perform due diligence and legal and financial analysis, with particular expertise in the medical device industry and in China, enabled them to exercise the necessary business judgment to decide to determine that the Business Combination Agreement and the transactions contemplated thereby are advisable and in the best interests of ExcelFin shareholders, and to recommend that ExcelFin shareholders approve the Business Combination.
Based on input from its advisors and ExcelFin management, the Board considered a number of factors pertaining to the Business Combination and the transactions contemplated thereby, including, but not limited to, the following material factors:

Strong Financial Profile.   Baird Medical has a strong financial profile with recorded revenues of $35 million, net income of $13 million and adjusted EBITDA margin of 55% in fiscal 2022. ExcelFin believes Baird Medical has a defensible recurring revenue model and sustainable gross margin profile.

Market Leader.   Baird Medical is a leading developer and provider of MWA medical devices for treating thyroid nodules and breast lumps with substantial market share in China.

Market Opportunity.   ExcelFin believes that the medical device industry, including MWA, has high growth potential and anticipates an increasing demand for MWA products given rising incidence rates of thyroid nodules and the advantages of using MWA compared to alternative therapies.

Growth Prospects.   ExcelFin believes Baird Medical has multiple levers for growth including by broadening its product portfolio, expanding into foreign and emerging markets, plant and automation improvements and potential strategic acquisitions or investments.

Broad Customer Base and Extensive Sales and Distribution Network.   ExcelFin believes that there is a growing customer base for medical devices in China, particularly the medical devices produced by Baird Medical, and Baird Medical intends to leverage its extensive sales and distribution network to expand into more provinces and increase its penetration of hospital end users within the provinces it currently operates.

Delivering Value Across Stakeholders in the Value Chain.   Baird Medical delivers value across the value chain, including to patients, hospitals, medical practitioners and insurers given that its products are minimally invasive, require a shorter hospital stay, reduce operation time and risk, and are preventative.

Strong R&D Capabilities.   ExcelFin believes that Baird Medical possess an experienced in-house R&D team who regularly collaborate with well-regarded parties.

Management Team Continuity.   Baird Medical’s senior management team is highly experienced and intends to remain with the Combined Company in the capacity of officers and/or directors following the Business Combination, providing beneficial continuity in advancing Baird Medical’s strategic and growth goals.

Due Diligence.   Extensive due diligence review and interviews with Baird Medical’s management were conducted by ExcelFin, including relating to Baird Medical’s business, operations, financial results, industry dynamics, competitive landscape, projected growth, material contracts, intellectual property and regulatory compliance.

Valuation Supported by Financial Analysis.   The Board determined that the valuation analysis conducted by ExcelFin’s management team along with its financial advisors, including Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC (“Cohen”) and EXOS, based on its analysis of operational, financial and valuation data of comparable companies, trading levels of comparable companies and the materials and financial estimates provided by Baird Medical, supported
 
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the equity valuation of Baird Medical. For more information on the valuation analysis, see “Comparable Company Analysis.”

Stockholder Liquidity.   The obligation in the Business Combination Agreement to have PubCo Ordinary Shares issued as merger consideration listed on the Nasdaq, a major U.S. stock exchange, which ExcelFin believes has the potential to offer ExcelFin stockholders enhanced liquidity following the Business Combination.

Lock-Up.   Key Baird Medical (including its management team) agreed to be subject to lockup provisions of 6 months in respect of their PubCo Ordinary Shares (subject to certain customary exceptions), which would provide important stability to the Combined Company.

Other Alternatives.   The Board believes, after a thorough review of other business combination opportunities reasonably available to ExcelFin that the proposed Business Combination represents the most promising potential business combination for ExcelFin and the most attractive opportunity based upon the process utilized to evaluate and assess other potential acquisition targets.

Negotiated Transaction.   The financial and other terms of the Business Combination Agreement and the fact that such terms and conditions are reasonable and were the product of arm’s length negotiations between ExcelFin and Baird Medical.
The Board also considered a variety of uncertainties and risks and other potentially negative factors concerning the Business Combination including, but not limited to, the following:

Risks of Doing Business in China.   Baird Medical is subject to numerous risks and uncertainties because of its operations in China, including but not limited to regulatory risks in China, political tensions between China and the United States, and market sentiment toward Chinese companies, which create uncertainty and could have a material negative impact on Baird Medical.

Business Plan and Growth Initiatives May Not Be Achieved.   Baird Medical may not be able to execute on its business plan and realize the potential financial performance presented to ExcelFin’s management team, and Baird Medical’s growth initiatives may not be fully achieved or may not be achieved within the expected timeframe.

Valuation Risk.   The Board did not obtain an opinion from any independent investment banking or accounting firm analyzing whether the contributions to be made by Baird Medical in exchange for its interest in ExcelFin is fair to ExcelFin or its stockholders from a financial point of view. Accordingly, the Board considered that ExcelFin may not have properly valued Baird Medical.

Loss of Key Personnel.   Baird Medical depends on certain key personnel to operate and grow its business and to develop new and enhanced products. The loss of, or the failure to attract and retain, such key personnel could adversely affect Baird Medical’s operations.

Competition.   Baird Medical operates in a highly competitive MWA market, and increased competition may adversely affect its business, financial condition and results of operations.

Benefits Not Achieved.   The anticipated benefits of the Business Combination may not be fully achieved, or may not be achieved within the expected timeframe.

Financing.   No pre-Closing financing or PIPE investment has been committed as of the date of the Business Combination Agreement.

Redemption Risk.   A significant number of ExcelFin stockholders may elect to redeem their shares prior to the consummation of the Business Combination and pursuant to the ExcelFin Certificate of Incorporation, which would potentially make the Business Combination more difficult or impossible to complete, or result in ExcelFin’s failure to satisfy certain conditions to the consummation of the Business Combination.

Stockholder Vote.   ExcelFin’s stockholders may fail to provide the votes necessary to effect the Business Combination.

Closing Conditions.   Completion of the Business Combination is conditioned on the satisfaction of certain closing conditions that are not within ExcelFin’s control.
 
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Litigation.   Litigation challenging the Business Combination is possible, and an adverse judgment granting permanent injunctive relief could indefinitely enjoin consummation of the Business Combination.

Listing Risks.   There are challenges associated with preparing Baird Medical, a private entity, for the applicable disclosure and listing requirements to which the Combined Company will be subject as a publicly traded company on the Nasdaq.

Benefits May Not Be Achieved.   The potential benefits of the Business Combination may not be fully achieved or may not be achieved within the expected timeframe.

Liquidation of ExcelFin.   The risks and costs to ExcelFin if the Business Combination is not completed, including the risk of diverting management focus and resources from other business combination opportunities, which could result in ExcelFin being unable to effect a business combination by April 25, 2024 (or such later date as may be extended by means of an amendment to the ExcelFin Certificate of Incorporation), the termination date under the Business Combination Agreement.

Regulatory Risks.   The adoption of Baird Medical’s technology includes national and local and environmental regulations, which are subject to change.

Board and Independent Committees.   The Combined Company’s board of directors post-Closing and independent committees may not possess adequate skills within the context of the Combined Company operating as a public company.

Holders of ExcelFin Class A Common Stock, and ExcelFin Public Warrants Receiving a Minority Position in the Combined Company.   ExcelFin stockholders will hold a minority position in the Combined Company.

Fees and Expenses.   The fees and expenses associated with completing the Business Combination. and

Other Risk Factors.   Various other risk factors associated with the business of Baird Medical, as described in the section entitled “Risk Factors” appearing elsewhere in this proxy statement/prospectus.
The above discussion of the material factors considered by the Board is not intended to be exhaustive, but instead sets forth the principal factors considered by the Board.
The Board concluded that the potential benefits expected to be achieved by ExcelFin and its stockholders resulting from the Business Combination outweighed the potentially negative factors associated with the Business Combination. Accordingly, the Board determined that the Business Combination was advisable and in the best interests of ExcelFin and its stockholders.
ExcelFin Special Meeting
ExcelFin is furnishing this proxy statement/prospectus to its stockholders as part of the solicitation of proxies by the Board for use at the Special Meeting to be held on [•], 2024, and at any adjournment or postponement thereof. This proxy statement/prospectus is first being furnished to you on or about [•], 2024. This proxy statement/prospectus provides you with information you need to know to be able to vote or instruct how your vote shall be cast, at the Special Meeting.
Date, Time and Place of Special Meeting
The Special Meeting will be virtually held at 10:00 a.m. Eastern Time on [•], 2024, or at another time, on another date and at another location if the meeting is adjourned or postponed. The special meeting can be accessed via live webcast by visiting [meeting internet address], where you will be able to listen to the meeting live and vote during the meeting.
Voting Power; Record Date
You will be entitled to vote, or direct votes to be cast, at the Special Meeting if you owned shares of ExcelFin Class A Common Stock as of the close of business on [•], 2024, which is the Record Date for the
 
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Special Meeting. You are entitled to one vote for each share of ExcelFin Class A Common Stock that you owned as of the close of business on the Record Date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker, bank or other nominee to ensure that votes related to the shares you beneficially own are properly counted. As of the date of this proxy statement/prospectus, there were 7,951,533 shares of ExcelFin Class A Common Stock issued and outstanding, 2,201,533 of which were issued in ExcelFin’s IPO, and 5,750,000 of which were issued upon conversion of the founder shares. The Sponsor’s ownership of ExcelFin Common Stock set forth herein includes 1,250,000 shares of ExcelFin Class A Common Stock that the Sponsor has agreed to transfer to certain parties following the closing of the Business Combination. The Sponsor will remain the registered holder of such shares at the Special Meeting and will vote those shares in favor of each of the Proposals at the Special Meeting. At the Closing, the PubCo Ordinary Shares that would have otherwise been issued to the Sponsor in exchange for such ExcelFin Class A Common Stock will instead be issued to the parties to whom the Sponsor has agreed to transfer such shares. As a result, and because the Initial Shareholders have agreed to vote their shares in favor of the Business Combination, we need none of the ExcelFin public shares to vote in order to have our Business Combination approved.
Quorum and Required Vote for Proposals for the Special Meeting
A quorum of ExcelFin stockholders is necessary to hold a valid meeting. A quorum will be present at the Special Meeting if a majority of the common stock outstanding and entitled to vote at the Special Meeting is represented in person (by virtual attendance) or by proxy. Abstentions will count as present for the purposes of establishing a quorum. Broker non-votes will not be counted for purposes of establishing a quorum.
Approval of the Business Combination Proposal and the Charter Amendments Proposal requires the affirmative vote of a majority of the issued and outstanding shares of ExcelFin Class A Common Stock as of the Record Date. Accordingly, an ExcelFin stockholder’s failure to vote by proxy or to vote in person (by virtual attendance) at the Special Meeting or an abstention will have the same effect as a vote “AGAINST” the Business Combination Proposal and Charter Amendments Proposal.
The approval of the remaining Proposals (consisting of the Advisory Charter Amendment Proposal and the Adjournment Proposal) each requires the affirmative vote of a majority of the votes cast by stockholders present in person (by virtual attendance) or represented by proxy at the Special Meeting. Accordingly, an ExcelFin stockholder’s failure to vote by proxy or to vote in person (by virtual attendance) at the Special Meeting or the failure of an ExcelFin stockholder who holds his or her shares in “street name” through a broker or other nominee to give voting instructions to such broker or other nominee (a “broker non-vote”) will result in that stockholder’s shares not being counted towards the number of shares of ExcelFin Class A Common Stock required to validly establish a quorum, but if a valid quorum is otherwise established, it will have no effect on the outcome of any vote on the Advisory Charter Amendment Proposal or the Adjournment Proposal. Abstentions of persons appearing at the Special Meeting likewise will also have no effect on the outcome of these proposals.
The transactions contemplated by the Business Combination Agreement will be consummated only if the Required Transaction Proposals (consisting of the Business Combination Proposal and the Charter Amendments Proposal) are approved at the Special Meeting. The Advisory Charter Amendment Proposal and the Adjournment Proposal are not Required Transaction Proposals for consummation of the Business Combination, and the Adjournment Proposal does not require the approval of any other proposal to be effective.
It is important for you to note that in the event that the Business Combination Proposal and the other Required Transaction Proposals do not receive the requisite vote for approval, after taking into account any approved adjournment or postponement, if necessary, we will not consummate the Business Combination. If we do not consummate the Business Combination and fail to complete an initial business combination by April 25, 2024 (or such later date as may be extended by means of an amendment to the ExcelFin Charter), we will be required to dissolve and liquidate our Trust Account by returning the then remaining funds in such account to the public stockholders.
 
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The Proposals
The Business Combination Proposal
On June 26, 2023, ExcelFin entered into the Business Combination Agreement by and among ExcelFin, PubCo, Merger Sub, Baird Medical and Tycoon.
The Business Combination Agreement provides that ExcelFin and Tycoon will become direct, wholly-owned subsidiaries, of PubCo, a new holding company. Pursuant to the Business Combination and the Business Combination Agreement (a) Baird Medical contributed all of the issued shares of Tycoon held by Baird Medical (“Company Shares”) to PubCo in exchange for PubCo Ordinary Shares such that Tycoon became a wholly-owned subsidiary of PubCo and Baird Medical received in exchange therefor 29,411,764 PubCo Ordinary Shares (the “Share Contribution”), and thereafter (b) Merger Sub will merge with and into ExcelFin, with ExcelFin continuing as the surviving entity and a wholly-owned subsidiary of PubCo (the “Merger”). The transactions contemplated by the Business Combination Agreement and the Merger we refer to herein as the “Business Combination.” A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A.
Transaction Consideration
Subject to the terms and conditions set forth in the Business Combination Agreement, at the Effective Time of the Business Combination:
(i)
each ExcelFin Unit that is issued and outstanding shall be automatically divided, and the holder thereof shall be deemed to hold one share of ExcelFin Class A Common Stock and one-half of one ExcelFin Public Warrant in accordance with the terms of the applicable ExcelFin Unit;
(ii)
each outstanding public shares of ExcelFin Class A Common Stock will be exchanged for one PubCo Ordinary Share; and, subject to a vesting requirement for 1,350,000 of the PubCo Ordinary Shares to be held by the Sponsor, each outstanding share of ExcelFin Class A Common Stock held by the Sponsor or its assignees will be cancelled in exchange for one PubCo Ordinary Share; and
(iii)
the registered holder of each outstanding public warrant to purchase one share of ExcelFin Class A Common Stock (collectively, the “ExcelFin Public Warrants”) will be issued, in exchange for the ExcelFin Public Warrants, an equal number of warrants (collectively, the “PubCo Warrants”) to purchase one PubCo Ordinary Share upon the same terms as were provided in the ExcelFin Public Warrants.
The Business Combination Agreement provides that each of the shares of ExcelFin Class A Common Stock held by the Sponsor or its assignees will be cancelled in exchange for one PubCo Ordinary Share upon the Closing of the Business Combination. However, 1,350,000 of the PubCo Ordinary Shares to be issued to ExcelFin SPAC, LLC (the “Sponsor”) in the Business Combination in exchange for ExcelFin Class A Common Stock (the “Earnout Shares”) will not vest unless and until within the fifth anniversary of the closing of the Business Combination (a) the volume weighted average price of the PubCo Ordinary Shares on Nasdaq is greater than or equal to $12.50 per share for any 20 trading days within a 30-day trading period or (b) a change of control of PubCo occurs.
For further explanation of the consideration in the Business Combination, see the section entitled “The Business Combination Proposal (Proposal 1) — Transaction Consideration.”
Closing Conditions and Termination Rights
The obligation of each party to consummate the Transactions is subject to the satisfaction of the following conditions, any one or more of which, other than the net tangible assets condition, may be waived in writing by ExcelFin and Baird Medical:

The ExcelFin Stockholders’ Approval shall have been obtained.

All regulatory approvals shall have been obtained.
 
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(i) The PubCo Ordinary Shares and the PubCo Warrants to be issued in connection with the Closing shall have been approved for listing on Nasdaq, subject only to official notice of issuance thereof, and (ii) the proxy statement/prospectus shall have been declared effective under the Securities Act, no stop order shall be in effect and no proceedings for the purpose of suspending the effectiveness of the proxy statement/prospectus shall be pending by the SEC.

No governmental authority shall have enacted, issued, promulgated, enforced or entered any law or Governmental Order which has the effect of making the Transactions illegal or which otherwise prohibits consummation of the Transactions.

There shall not be any action initiated by any governmental authority of its own volition (and not acting at the direction, suggestion, or recommendation, whether directly or indirectly, by or on behalf of any party to the Business Combination Agreement) that remains pending and is reasonably expected to enjoin or otherwise restrict the consummation of the Transactions.

The PIPE Investment, if any, shall have been consummated.

After giving effect to the Closing, ExcelFin shall have net tangible assets of at least $5,000,001 on its pro forma consolidated balance sheet.
The obligation of ExcelFin to consummate the Transactions is subject to the satisfaction of the following additional conditions, any one or more of which may be waived in writing by ExcelFin:

Each of the representations and warranties of the Target Companies shall be true and correct in all material respects on and as of the date of the Business Combination Agreement and on and as of the Closing Date except for, in certain cases, any failures to be so true and correct that have not had, and would not reasonably be expected to have, a Baird Medical Material Adverse Effect.

Each of the covenants and obligations of each of Baird Medical, PubCo, Tycoon and Merger Sub to be performed or complied with as of or prior to the Closing shall have performed and complied with in all material respects.

Since the date of the Business Combination Agreement, there shall not have occurred a Baird Medical Material Adverse Effect that is continuing.

All required approvals, waiver or consents from any third parties shall have been obtained.

Baird Medical and PubCo shall have delivered to ExcelFin each of the closing deliverables described in the Business Combination Agreement.

The Share Contribution shall have been consummated.
The obligation of each of the Baird Medical Companies to consummate the Transactions is subject to the satisfaction of the following additional conditions, any one or more of which may be waived in writing by Baird Medical:

Each of the representations and warranties of the ExcelFin shall be true and correct in all material respects on and as of the date of the Business Combination Agreement and on and as of the Closing Date except for, in certain cases, any failures to be so true and correct that have not had, and would not reasonably be expected to have, a ExcelFin Material Adverse Effect.

Each of the covenants and obligations of ExcelFin to be performed or complied with as of or prior to the Closing shall have performed and complied with in all material respects.

There shall not have occurred a ExcelFin Material Adverse Effect that is continuing.

ExcelFin shall have delivered to PubCo each of the closing deliverables described in the Business Combination Agreement.

The ExcelFin Closing Cash shall not be less than $15.0 million. ExcelFin Closing Cash is calculated prior to the payment of ExcelFin Transaction Expenses, which expenses are estimated to be $11.7 million.
 
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No party may rely on the failure of any condition to be satisfied if such failure was caused by the failure of such party or its affiliates to act in good faith or to take such actions as may be necessary to cause the conditions of the other parties to the Business Combination Agreement to be satisfied.
Waiver
Any party to the Business Combination Agreement may, at any time prior to the Closing, by action taken by its board of directors or equivalent governing body, or officers thereunto duly authorized, waive in writing any of its rights or conditions in its favor under the Business Combination Agreement. Notwithstanding the foregoing, pursuant to the ExcelFin Charter, ExcelFin cannot consummate the proposed business combination if it has less than $5,000,001 of net tangible assets remaining after the Closing.
Termination Rights
This Agreement may be terminated, and the Transactions abandoned, at any time prior to the Closing:
(a)
by mutual written consent of Baird Medical and ExcelFin;
(b)
by written notice from Baird Medical or ExcelFin to the other if any of the Closing Conditions have not been satisfied or waived by April 25, 2024 (as it may be extended, the “Outside Date”); provided, further, however, that the right to terminate the Business Combination Agreement under this scenario shall not be available to a party if a breach by such party was the proximate cause of the failure of the Closing to occur;
(c)
by written notice from Baird Medical or ExcelFin to the other if any governmental authority shall have enacted any law or order preventing or prohibiting the consummation of the Transactions;
(d)
by written notice from Baird Medical to ExcelFin within 10 business days after there has been a ExcelFin Modification in Recommendation;
(e)
by written notice from Baird Medical or ExcelFin to the other if the ExcelFin Stockholders’ Approval shall not have been obtained by reason of the failure to obtain the required vote of the ExcelFin Stockholders at the ExcelFin Stockholder Meeting;
(f)
by written notice from ExcelFin to Baird Medical if either the Baird Resolutions or the Merger Sub Written Consent had not been delivered to ExcelFin within five business days after the execution of the Business Combination Agreement (though both documents were, in fact, timely delivered);
(g)
by written notice to Baird Medical from ExcelFin if there has been a breach by any of the Baird Medical Parties of any of their respective representations or covenants in the Business Combination Agreement such that the Closing Conditions cannot be satisfied at the Closing and such breach cannot be cured by the Outside Date; or
(h)
by written notice to ExcelFin from Baird Medical if (i) there has been a breach by ExcelFin of any of its representations or covenants set forth in the Business Combination Agreement such that the Closing Conditions would not be satisfied at the Closing and such breach cannot be cured by the Outside Date.
Effect of Termination
In the event of the termination of the Business Combination Agreement, the Business Combination Agreement shall forthwith become null and void and have no further force or effect, without any liability on the part of any party, except that (i) the provisions of Section 11.2 (governing the effects of termination) and Article XII (miscellaneous) and the NDA shall survive any termination of the Business Combination Agreement and (ii) nothing in this Section shall be from any liability (A) for any willful and material breach of the Business Combination Agreement occurring prior to such termination or (B) in respect of any claim for Fraud.
In the event of the termination of the Business Combination Agreement by Baird Medical: (a) because the Outside Date was reached (but only if a breach by a Baird Medical Company of a provision under the
 
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Business Combination Agreement was the proximate cause of the failure of the Closing to occur on or before the Outside Date), (b) because the Baird Resolutions or the Merger Sub Written Consent had not been timely delivered or (c) or if there has been a breach by any of the Baird Medical Parties of any of their respective representations or covenants in the Business Combination Agreement such that the Closing Conditions cannot be satisfied at the Closing and such breach cannot be cured by the Outside Date, then, in each case, Baird Medical is obligated to pay to ExcelFin a break-up fee (the “Break-Up Fee”) in an amount in cash equal to the lesser of (i) the reasonable and documented out-of-pocket expenses of ExcelFin in connection with the negotiation, preparation, execution, authorization or performance of the Business Combination Agreement and (ii) $6,000,000.
For more information about the termination rights under the Business Combination Agreement, see the section titled “The Business Combination Proposal — Business Combination Agreement — Termination.”
The Business Combination involves numerous risks. For more information about these risks, see the section titled “Risk Factors.”
The Charter Amendments Proposal
Assuming the Business Combination Proposal is approved, in connection with the Business Combination, ExcelFin is proposing that its stockholders approve amendments to the Post-Closing PubCo Governing Documents for the following:
(a)
An authorized share capital of $50,000 divided into 500,000,000 ordinary shares of a par value of $0.0001 each
Advisory Charter Amendment Proposal
Assuming the Business Combination Proposal and other Required Transaction Proposals are approved, ExcelFin’s stockholders are also being asked to approve the Advisory Charter Amendment Proposal in connection with the Post-Closing PubCo Governing Documents. In accordance with SEC guidance, this proposal is being presented separately and will be voted upon on a non-binding advisory basis.
A summary of these provisions is set forth in the “Advisory Charter Amendment Proposal (Proposal 3)” section of this proxy statement/prospectus and a complete copy of these provisions is attached hereto as Annex B. You are encouraged to read them in their entirety.
The Adjournment Proposal
ExcelFin is proposing that its stockholders approve and adopt a proposal to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if ExcelFin is unable to consummate the Business Combination for any reason.
Recommendation to ExcelFin Stockholders
After careful consideration, the Board has concluded that the Business Combination is in the best interests of ExcelFin’s stockholders. Our directors believe that the proposals being presented at the Special Meeting are in the best interests of ExcelFin’s stockholders, and they recommend that ExcelFin’s stockholders vote FOR each of the proposals.
The existence of financial and personal interests of one or more of ExcelFin’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of ExcelFin and its stockholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that stockholders vote for the proposals. In addition, ExcelFin’s officers have interests in the Business Combination that may conflict with your interests as a stockholder. See the section entitled “— Interests of ExcelFin’s Directors and Officers in the Business Combination” for a further discussion of these considerations.
Interests of ExcelFin’s Directors and Officers in the Business Combination
When you consider the recommendation of the Board in favor of the Proposals, you should keep in mind that our directors and officers have interests in the Business Combination that are different from or in addition
 
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to (and which may conflict with) your interests as a stockholder. Our directors considered these interests, among other matters, in evaluating the Business Combination and in recommending to the stockholders that they approve the Business Combination. These interests include, among other things:

If the Business Combination, or another business combination, is not consummated by April 25, 2024 (or such later date as may be extended by means of an amendment to the ExcelFin Charter), then ExcelFin will (i) cease all operations except for the purpose of winding up, (ii) redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to us to pay our franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

The Sponsor (including its representatives and affiliates) and ExcelFin’s directors and officers, are, or may in the future become, affiliated with entities that are engaged in a similar business to ExcelFin’s and the Sponsor and ExcelFin’s directors and officers are not prohibited from sponsoring, or otherwise becoming involved with, any other blank check companies prior to ExcelFin completing its initial business combination, and as result of which, the Sponsor and ExcelFin’s officers and directors may become aware of business opportunities which may be appropriate for presentation to ExcelFin, and the other entities to which they owe fiduciary or contractual duties, and may have conflicts of interests in determining to which entity a particular business opportunity should be presented (and these conflicts may include presentation to other entities prior to their presentation, if at all, to ExcelFin, and may not always be resolved in the favor of ExcelFin). ExcelFin’s Charter provides that the doctrine of corporate opportunity shall not apply to any corporate opportunity with respect to any of its directors or officers unless such corporate opportunity is offered to such person solely in his or her capacity as a director or officer of ExcelFin and such opportunity is one ExcelFin is legally and contractually permitted to undertake and would otherwise be reasonable for ExcelFin to pursue and the director or officer is permitted to refer that opportunity to ExcelFin without violating any legal obligation.

On June 30, 2023, Grand Fortune Capital (HK) Company Limited (“GFC”), an affiliate of one of the members of the Sponsor, acquired 641,371 preference shares of Baird Medical (the “Purchased Preference Shares”) previously issued to BOCI Investment Limited (“BOCI”) for an aggregate purchase price of approximately $8,712,178 (the “BOCI Purchase Price”). GFC has acquired all of the rights applicable to the Purchased Preference Shares previously granted to BOCI with respect to the Purchased Preference Shares, including the right to appoint one member of Baird Medical’s board of directors. No later than six months following the closing of the Business Combination, GFC shall tender all of the Purchased Preference Shares to Baird Medical, and Baird Medical shall issue in exchange thereto to GFC a portion of the PubCo Ordinary Shares held by Baird Medical as of such date proportional to GFC’s pro rata ownership of Baird Medical (calculated on a fully diluted and as-converted basis) as of such date. If the Business Combination does not close by the Outside Date, GFC has the right to require Baird Medical, the Key Baird Medical Shareholder or Haimei Wu, the Chairwoman and Chief Executive Officer of Baird Medical, to repurchase all or a portion of the Purchased Preference Shares at a purchase price equal to the sum of (i) the BOCI Purchase Price, (ii) the costs incurred by GFC in connection with such repurchase and (iii) an amount sufficient to guarantee GFC an agreed internal rate of return.

The Sponsor and its affiliates’ total potential ownership in the Combined Company, assuming the exercise and conversion of all of securities following the consummation of the Business Combination, is estimated to comprise approximately 8.7% of outstanding PubCo Ordinary Shares in a no additional redemption scenario, 8.8% of outstanding PubCo Ordinary Shares in a 17.7% redemption scenario and 8.9% of outstanding PubCo Ordinary Shares in a maximum redemption scenario (see the section entitled “Security Ownership of Certain Beneficial Owners and Management” for more information).

The Sponsor paid an aggregate of approximately $25,000 for 5,750,000 founder shares. In connection with the shareholder meeting to extend the term of ExcelFin to October 25, 2023, ExcelFin and the
 
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Sponsor entered into non-redemption agreements (the “Non-Redemption Agreements”) with unaffiliated third parties, pursuant to which such third parties agreed not to redeem an aggregate of 5,020,000 shares of ExcelFin Common Stock in connection with such meeting. In exchange for the foregoing commitments, the Sponsor has agreed to transfer an aggregate of 1,250,000 founder shares held by the Sponsor to such third parties immediately following consummation of an initial business combination, leaving the Sponsor beneficially owning 4,500,000 shares of ExcelFin Common Stock upon consummation of the business combination. The market value of such shares as of the Record Date was approximately $[•], and the value of such shares is expected to be greater than $25,000 at the time of the Business Combination. If ExcelFin does not complete an initial business combination, such shares will expire worthless. On October 25, 2023, the Sponsor, which held of record 5,750,000 founder shares (which includes 1,250,000 shares transferable to the parties to the Non-Redemption Agreements upon Closing), exercised its right to convert all of the founder shares into an equal number of shares of ExcelFin Class A Common Stock. This conversion was done to ensure that ExcelFin remained in compliance with Nasdaq’s continuing listing requirements (market value of listed securities) prior to Closing. This conversion will have no effect on the consideration to be issued to the former holders of founder shares under the Business Combination Agreement.

The Sponsor paid an aggregate of $11,700,000 for the 11,700,000 private placement warrants in connection with the IPO, at a price of $1.00 per warrant. In connection with the Business Combination Agreement, the Sponsor has agreed to surrender all of the private placement warrants for no additional consideration. However, the Sponsor will be issued up to 4,500,000 PubCo Ordinary Shares (including 1,350,000 Earnout Shares) in exchange for its founder shares from which the Sponsor may recover its investment in the private placement warrants. If the Business Combination does not close, the private placement warrants will expire worthless and the Sponsor will have no means to recover its $11,700,000 investment in ExcelFin.

The Sponsor and each of its permitted transferees, including our officers and directors, have waived their rights to liquidating distributions from the Trust Account with respect to any founder shares (but not public shares) held by them if ExcelFin fails to complete its initial business combination by the time required prior to ExcelFin’s liquidation in accordance with the ExcelFin Charter (which waiver was provided in connection with the IPO and without any separate consideration paid in connection with providing such waiver), and therefore if ExcelFin is unable to consummate a business combination by that time, those shares would expire worthless.

The Sponsor, officers and directors of ExcelFin and their affiliates can earn a positive rate of return on their overall investment in ExcelFin and Baird Medical after the Business Combination, even if other holders of ExcelFin Class A Common Stock experience a negative rate of return, due to having purchased the founder shares, as described above, for $25,000 or approximately $0.004 per share.

As of June 30, 2023, ExcelFin has issued a convertible note in an aggregate principal amount of up to $1,500,000 to the Sponsor with $802,450 outstanding (the “Working Capital Loan”). The Working Capital Loan bears no interest and is due and payable upon the earlier of the consummation of the initial business combination or the date of the liquidation of ExcelFin. If ExcelFin does not complete a business combination, ExcelFin may use a portion of the proceeds held outside the Trust Account to repay the Working Capital Loan, but no proceeds held in the Trust Account may be used to repay this loan. The Sponsor has agreed that at the Closing of the Business Combination, all amounts outstanding under the Working Capital Loan will be converted into PubCo Ordinary Shares at a price of $10.20 per share.

In summation of the foregoing, the aggregate dollar amount that the Sponsor and its affiliates risk losing if an initial business combination, including the Business Combination, is not consummated is approximately $[•], as of the Record Date, which amount includes the current value of securities held (valued at the current price of ExcelFin Class A Common Stock and ExcelFin Public Warrants) and consists of (i) the founder shares, (ii) the private placement warrants purchased in connection with the IPO, and (iii) the Working Capital Loan.

As a result of the foregoing the Sponsor, and officers and directors of ExcelFin, will benefit from the completion of an initial business combination, including the Business Combination, and may be
 
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incentivized to complete an acquisition or business combination of a less favorable target company or on terms less favorable to shareholders of ExcelFin rather than liquidate.
Certain of ExcelFin’s officers and directors presently have, and any of them in the future may have additional, fiduciary or contractual obligations to other entities, including entities that are affiliates of the Sponsor, pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he has then-current fiduciary or contractual obligations, he will honor his fiduciary or contractual obligations to present such business combination opportunity to such entity, subject to his fiduciary duties under Delaware and applicable law. Given the substantial target universe considered by ExcelFin’s management team, which included initial contact with over 20 companies, entry into non-disclosure agreements with approximately 15 companies and proposed LOIs with 5 companies, the Board did not believe that the other fiduciary duties or contractual obligations of its officers and directors materially affected ExcelFin’s ability to source a potential business combination. The Board considered the factors supporting, and risks and uncertainties related to, a business combination with Baird Medical as set forth above under “The Business Combination Proposal — Board of Directors’ Reasons for the Business Combination,” and did not believe that such other fiduciary duties or contractual obligations impacted such consideration.
Risk Factors
In evaluating the proposals set forth in this proxy statement/prospectus, you should carefully read this proxy statement/prospectus, including the annexes and the other documents referred to herein, for a discussion of factors, including the risks to holders of ExcelFin Class A Common Stock who do not redeem in connection with the Special Meeting, you should consider carefully before making an investment decision.
Accounting Treatment for the Business Combination
The Business Combination will be accounted for as a “reverse recapitalization” in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Under this method of accounting, PubCo will be treated as the “acquired” company for financial reporting purposes. This determination is primarily based on Baird Medical expecting to have a majority of the voting power of the Combined Company, Tycoon conducting the ongoing operations of the Combined Entity, Baird Medical comprising a majority of the governing body of the Combined Company, and Baird Medical’s senior management comprising the senior management of the Combined Company. Accordingly, for accounting purposes, the Business Combination will be treated as the equivalent of Baird Medical issuing stock for the net assets of ExcelFin, accompanied by a recapitalization. The net assets of ExcelFin will be stated at historical cost, with no goodwill or other intangible assets will be recorded. Operations prior to the Business Combination will be those of Baird Medical.
U.S. Federal Income Tax Considerations
For a discussion summarizing certain U.S. federal income tax considerations in connection with the Business Combination, please see section entitled “Material U.S. Federal Income Tax Considerations” of this proxy statement/prospectus.
Regulatory Matters
Neither ExcelFin nor Baird Medical is aware of any material regulatory approvals or actions that are required for completion of the Business Combination. It is presently contemplated that if any such additional regulatory approvals or actions are required, those approvals or actions will be sought. There can be no assurance, however, that any additional approvals or actions will be obtained.
ExcelFin Appraisal Rights
Under the DGCL, there are no appraisal rights available to holders of shares of ExcelFin Class A Common Stock or ExcelFin Public Warrants in connection with the Business Combination.
 
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Redemption Rights
In connection with the Business Combination, holders of ExcelFin Class A Common Stock may elect to have their shares redeemed for cash at the applicable redemption price per share calculated in accordance with the ExcelFin Charter. As of the Record Date, the pro rata portion of the funds available in the Trust Account for the public shares was approximately $[•] per share (net of taxes payable). ExcelFin anticipates the per share redemption price will be approximately $[•] (net of taxes payable) at the closing of the Business Combination, which is anticipated to occur during the first quarter of 2024. If a holder exercises its redemption rights, then such holder will be exchanging its shares of ExcelFin Class A Common Stock for cash and will no longer own shares of ExcelFin Class A Common Stock and will not participate as a future shareholder of PubCo. Our public stockholders are not required to affirmatively vote for or against the Business Combination in order to redeem their shares of ExcelFin Class A Common Stock for cash. This means that public stockholders who hold shares of ExcelFin Class A Common Stock on or before [•], 2024 (two (2) business days before the Special Meeting) will be eligible to elect to have their shares of ExcelFin Class A Common Stock redeemed for cash in connection with the Special Meeting, whether or not they are holders as of the Record Date, and whether or not such shares are voted at the Special Meeting. To redeem their shares of ExcelFin Class A Common Stock for cash, holders of ExcelFin Class A Common Stock can demand that ExcelFin convert their public shares into cash and tender their shares to ExcelFin’s transfer agent in accordance with the procedures described herein. See the section entitled “Special Meeting of ExcelFin Stockholders — Redemption Rights” for the procedures to be followed if you wish to redeem your shares for cash. The transactions contemplated by the Business Combination Agreement will be consummated only if the Required Transaction Proposals (consisting of the Business Combination Proposal and the Charter Amendments Proposals) are approved at the Special Meeting. Neither the Advisory Charter Amendment Proposal nor the Adjournment Proposal is conditioned on the approval of any other proposal set forth in this proxy statement/prospectus.
Directors and Officers of PubCo Following the Business Combination
Upon the Closing, (1) the board of directors of PubCo (the “PubCo Board”) shall consist of seven directors, four of whom shall meet the standards of independence applicable to companies subject to the rules and regulations of Nasdaq; (2) the members of the PubCo Board shall include four individuals designated by Baird Medical, one individual designated by ExcelFin and two individuals designated jointly by Baird Medical and ExcelFin; and (3) Haimei Wu, the Chairwoman and Chief Executive Officer of Baird Medical, will serve as the initial Chair of the PubCo Board. Additionally, the officers of Tycoon as of the effective time of the Business Combination will become all of the officers of PubCo. Upon the Closing, the PubCo Board will not be divided into classes.
Upon the consummation of the Business Combination, PubCo’s directors and executive officers will be as follows:
Name
Age
Position
Haimei Wu
42
Chairwoman of the Board of Directors and Chief Executive Officer
Wei Hou
54
Director
Quan Qiu
31
Director and Chief Administrative Officer
Joseph Douglas Ragan III
62
Director
Steven Thomas Halverson
68
Director
Mingzhao Xing
60
Director
Jianguo Ma
62
Director
Rongjian Lu
58
Co-chief Technical Officer and Deputy General Manager
Hailong Sun
34
Co-chief Technical Officer and technical department manager
Kun Seng Ng
38
Chief Financial Officer and Company Secretary
Jianwei Yuan
56
Production Department Manager
Jin Xu
36
Quality Assurance Department Manager
Wei Xu
34
Merchandising Department Manager
Christian Alexander Chilcott
48
Chief Commercial Officer, Americas
 
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Directors
Baird Medical has designated Haimei Wu, Wei Hou, Quan Qiu, and Mingzhao Xing, ExcelFin has designated Joseph Douglas Ragan III, and Baird Medical and ExcelFin have jointly designated Steven Thomas Halverson and Jianguo Ma to serve on the board of directors of PubCo. Messrs. Wu, Hou, Qiu, Xing, and Ma have all been duly appointed as directors of PubCo, and it is expected that Messrs. Ragan and Halverson shall be appointed as directors of PubCo upon the closing of the Business Combination. For more information about the new directors and management of PubCo, see “Management of PubCo After the Business Combination.”
Quotation of PubCo Securities
It is anticipated that the PubCo Ordinary Shares and PubCo Warrants will be traded on the Nasdaq Global Market under the symbols “BDMD” and “BDMD W” following the closing of the Business Combination.
 
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SELECTED HISTORICAL FINANCIAL INFORMATION OF THE TARGET GROUP
The following tables present selected historical financial data for the Target Group. The Target Group derived the selected statements of operations data for the fiscal years ended December 31, 2022 and 2021, and the balance sheets data as of December 31, 2022 and 2021, from its audited consolidated financial statements that are included elsewhere in this proxy statement/prospectus. The Target Group derived the selected statements of operations data for the six months ended June 30, 2023 and 2022, and the balance sheets data as of June 30, 2023, from its unaudited condensed financial statements that are included elsewhere in this proxy statement/prospectus. The Target Group’s historical results are not necessarily indicative of the results that may be expected in any future period. All amounts are in dollars.
You should read this information together with the Target Group’s consolidated financial statements and related notes included elsewhere in this proxy statement/prospectus and in the section titled “Baird Medical’s Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
For the six months ended June 30,
For years ended December 31,
Consolidated Statements of Operations Data:
2023
2022
2022
2021
Revenues
$ 11,546,247 $ 13,672,974 $ 35,091,174 $ 27,722,368
Cost of revenues
(2,042,987) (3,807,020)  (7,054,323) (4,544,193)
Gross profit
9,503,260 9,865,954 28,036,851 23,178,175
Total operating expenses
(6,500,799) (7,032,179) (14,405,134) (11,990,837)
Income from operations
3,002,461 2,833,775 13,631,717 11,187,338
Other income, net
(56,440) 96,979 890,151 688,346
Income before income taxes
2,946,021 2,930,754 14,521,868 11,875,684
Income tax provision
(581,924) (560,099) (1,746,897) (2,203,600)
Net income
2,364,097 2,370,655 12,774,971 9,672,084
Less: net income attributable to non-controlling interests
(24,653) (13,930) (206,221) (88,907)
Net income attributable to Tycoon Choice Global Limited’s shareholders
$ 2,339,444 $ 2,356,725 $ 12,568,750 $ 9,583,177
Basic and diluted earnings per common share
2,339,444 2,356,725 $ 12,568,750 $ 9,583,177
Weighted average number of share outstanding – basic and diluted
1 1 1 1
Consolidated Cash Flow Data:
Net cash provided by operating activities
642,946 533,350 485,968 5,255,079
Net cash used in investing activities
(1,264,414) (1,049,876)