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As filed with the U.S. Securities and Exchange Commission on August 26, 2024.

Registration No. 333-274114

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 7 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.
Allen Overy Shearman Sterling US 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.

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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 AUGUST 26, 2024

PROXY STATEMENT FOR SPECIAL MEETING OF STOCKHOLDERS OF
EXCELFIN ACQUISITION CORP.
AND PROSPECTUS FOR UP TO 8,531,044 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 September [•], 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.

We have 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”), 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 1”), Betters Medical Merger Sub 2, Inc., a Delaware corporation and a direct, wholly owned Subsidiary of PubCo (“Merger Sub 2”), and Betters Medical NewCo, LLC, a Delaware limited liability company and a direct, wholly owned Subsidiary of Betters (“NewCo”) (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”). As part of the Business Combination, PubCo directly acquired 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 (“Tycoon 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); (b) prior to Closing, Baird Medical will transfer 1,947,058 PubCo Ordinary Shares (which shares shall not include the Baird Medical Earnout Shares, as defined below) to Newco and the Minority Holders will exchange their ownership interests in Baird Medical for all of the outstanding ownership interests in Newco (the “Newco Share Contribution”); and (c) after the special meeting, Merger Sub 1 will merge with and into ExcelFin, with ExcelFin continuing as the surviving entity and wholly-owned subsidiary of PubCo (the “First Merger”) and Merger Sub 2 will merge with and into Newco, with Newco continuing as the surviving entity and wholly-owned subsidiary of PubCo (the “Second Merger”). However, 8,823,529 of the PubCo Ordinary Shares issued to Baird Medical (the “Baird Medical Earnout Shares”) will not vest unless and until within the eighth 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 with an implied value at or above $12.50 per share. The business purpose of the Second Merger is both to ensure compliance with Nasdaq’s public float requirement as well as to facilitate that additional PubCo shares are held after closing by shareholders most likely to be long-term holders.

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

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(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.

In the Second Merger, 1,947,058 PubCo Ordinary Shares transferred by Baird Medical to Newco will be cancelled, and an equal number of PubCo Ordinary Shares will be issued to the Minority Holders. 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 “Sponsor 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 22,166,014 shares of ExcelFin Class A Common Stock that occurred on May 1, 2023, October 20, 2023, April 25, 2024 and July 25, 2024) and assuming no holders exercise their ExcelFin Public Warrants, no Baird Medical Earnout Shares or Sponsor Earnout Shares (collectively, “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 20.7% of the outstanding PubCo Ordinary Shares, and Baird Medical and the Minority Holders will own approximately 79.3% 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 18.1% of PubCo Ordinary Shares and Baird Medical and the Minority Holders will own approximately 81.9% 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. 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.

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

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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 79.3% of our total issued and outstanding ordinary shares, representing 79.3% 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 August [•], 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 83 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 September [•], 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. (1) Tycoon is a wholly owned subsidiary of PubCo and PubCo conducts its operations solely through Tycoon and its subsidiaries located in China, and (2) PubCo’ s global headquarters are 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.

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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.

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

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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.

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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 August [•], 2024 and will first be mailed to the stockholders of ExcelFin on or about August [•], 2024.

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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 SEPTEMBER [•], 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 September [•], 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”), 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 1”), Betters Medical Merger Sub 2, Inc., a Delaware corporation and a direct, wholly owned Subsidiary of PubCo (“Merger Sub 2”), and Betters Medical NewCo, LLC, a Delaware limited liability company and a direct, wholly owned Subsidiary of Betters (“NewCo”) (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.

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

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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)

In the Second Merger, 1,947,058 PubCo Ordinary Shares transferred by Baird Medical to Newco will be cancelled, and an equal number of PubCo Ordinary Shares will be issued to the Minority Holders. 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 “Sponsor 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.

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 August [•], 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

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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 Combination Period 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 Combination Period 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. ExcelFin deposited $132,000 into the Trust Account providing the extension to complete the initial business combination to January 25, 2024, and subsequently, made three equal monthly deposits in January, February, and March 2024 of $44,031 each extending the initial business combination period to April 25, 2024. On April 25, 2024, ExcelFin held a special meeting of stockholders (the “Third Extension Meeting”) to vote on a proposal to extend the Combination Period from April 25, 2024 to July 25, 2024 (the “Third Extension Amendment Proposal”), and the stockholders approved the Third Extension Amendment Proposal at that meeting. In connection with the vote to approve the Third Extension Amendment Proposal, the holders of 662,217 shares of ExcelFin’s Class A common stock (representing 30% of the shares of Class A common stock then outstanding) properly exercised their rights to redeem their shares for cash. On July 24, 2024, ExcelFin held a special meeting of stockholders (the “Fourth Extension Meeting”) to vote on a proposal to extend the Combination Period from July 25, 2024 to December 25, 2024 (the “Fourth Extension Amendment Proposal”). In connection with the vote to approve the Fourth Extension Amendment Proposal, the holders of 705,330 shares of ExcelFin’s Class A common stock (representing 46% of the shares of Class A common stock then outstanding) properly exercised their rights to redeem their shares for cash. In connection with those four redemptions, approximately $231.7 million was withdrawn from the trust account to fund such redemptions, leaving a balance of approximately $9.1 million. ExcelFin subsequently deposited approximately $25,000 into the Trust Account as was required to effect the first one-month extension approved as part of the Fourth Extension Amendment Proposal. As of August 22, 2024, based on funds in the Trust Account of $9,156,000 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 $10.98 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 September [•], 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

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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 68.3%, ExcelFin’s public stockholders beneficially own 12.7% and parties to non-redemption agreements beneficially own 19.0% of the issued and outstanding shares of

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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

August [•], 2024

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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 the Minority Holders of Baird Medical 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.

Sodali & Co.
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: [•] XFIN@Iinfo.sodali.com

In order for you to receive timely delivery of the documents in advance of the special meeting to be held on September [•], 2024, you must request the information by September [•], 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 413 of this proxy statement/prospectus.

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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 PubCo, 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, Merger Sub 1, Merger Sub 2 or Newco, individually, and PubCo, Merger Sub 1, Merger Sub 2 and Newco 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 Tycoon 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 1, (j) Certificate of Merger 2, (k) the Surviving Corporation Governing Documents, (l) the Surviving LLC Governing Documents, (m) the Post-Closing PubCo Governing Documents and (n) 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 1, Merger Sub 2, Newco 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 Earnout Shares” means the 8,823,529 of the PubCo Ordinary Shares issued to Baird Medical that will not vest unless and until within the eighth 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 with an implied value at or above $12.50 per share.

“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, also referred to as the “Company”.

“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.

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“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 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, Merger Sub 1, Merger Sub 2 and Newco.

“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,

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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 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 1 will merge with and into ExcelFin, with ExcelFin continuing as the surviving entity and wholly-owned subsidiary of PubCo and (c) Merger Sub 2 will merge with and into Newco, with Newco 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 1, (v) Merger Sub 2, (vi) Newco and (vi) Baird Medical, as amended to date.

“Certificate of Merger 1” means the certificate of merger with respect to the First Merger to be filed with the Delaware Secretary of State substantially in the form of Exhibit G-1 to the Business Combination Agreement.

“Certificate of Merger 2” means the certificate of merger with respect to the Second Merger to be filed with the Delaware Secretary of State substantially in the form of Exhibit G-2 to the Business Combination Agreement.

“Certificates of Merger” means Certificate of Merger 1 and Certificate of Merger 2.

“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.

“Combination Period” means the time within which ExcelFin must complete its initial business combination or (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. At the date of this proxy statement/prospectus, the Combination Period ends on December 25, 2024.

“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.

“Contribution Consideration Shares” means 29,411,764 PubCo Ordinary Shares issued to Baird Medical in exchange for the Tycoon Shares.

“DGCL” means the Delaware General Corporation Law.

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“Dollars” and “$” means U.S. Dollars.

“Earnout Shares” means the Baird Medical Earnout Shares and/or the Sponsor Earnout Shares.

“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 Disclosure Letter” means the disclosure letter dated as of the date of the Business Combination Agreement and delivered by ExcelFin to Baird Medical.

“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

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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.

“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.

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“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.

“First Merger” means the merger whereby Merger Sub 1 will merge with and into ExcelFin, with ExcelFin continuing as the surviving entity and wholly-owned subsidiary of PubCo.

“First Merger Consideration Shares” means the PubCo Ordinary Shares to be exchanged for the shares of ExcelFin Stock in the First Merger.

“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.

“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 Sub 1” means Betters Medical Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of PubCo.

“Merger Sub 2” means Betters Medical Merger Sub 2, Inc., a Delaware corporation and a wholly-owned subsidiary of PubCo.

“Minority Holders” means Cheer Aim Investment Limited and National Hero International Limited, shareholders of Baird Medical.

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“Newco” means Betters Medical NewCo, LLC, a Delaware limited liability company and a direct, wholly owned Subsidiary of Baird Medical.

“NewCo Certificate of Formation” means the certificate of formation of NewCo filed with the Delaware Secretary of State.

“NewCo Interests” means the membership interests of NewCo.

“NewCo LLC Agreement” means the limited liability company agreement of NewCo.

“Newco Share Contribution” means the transfer by Baird Medical to Newco of the Transferred PubCo Ordinary Shares and the exchange by the Minority Holders of their shares in Baird Medical for the NewCo Interests.

“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. As of the date of this proxy statement/prospectus, no PIPE Investors have committed to fund any PIPE Investment.

“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.

“PubCo” or the “Company” 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.

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“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 Tycoon 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 September [•], 2024.

“Sponsor” means ExcelFin SPAC LLC, a Delaware limited liability company.

“Sponsor Earnout Shares” means the 1,350,000 of the PubCo Ordinary Shares issued to the Sponsor in the Business Combination that 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.

“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 First Merger.

“Surviving Corporation Governing Documents” means the certificate of incorporation and bylaws of the Surviving Corporation.

“Surviving LLC” means Newco following the effective time of the Second Merger.

“Surviving LLC Governing Documents” means, collectively, the NewCo Certificate of Formation and the NewCo LLC Agreement.

“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 PubCo and its subsidiaries.

“Transactions” means, collectively, each of the transactions contemplated by the Business Combination Agreement or any of the Ancillary Agreements, including the Share Contribution, the First Merger and the potential PIPE Investment.

“Transferred PubCo Ordinary Shares” means 1,947,058 PubCo Ordinary Shares, representing the Minority Holders’ indirect interest in the PubCo Ordinary Shares owned by Baird Medical.

“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.

“Tycoon Shares” means all of the issued shares of Tycoon held by Baird Medical.

“Warrant Agent” means Equiniti Trust Company, LLC, a limited liability trust company organized and existing under the laws of the State of New York.

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“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.

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:

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the benefits of the Business Combination;

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the future financial and business performance of PubCo and its subsidiaries following the Business Combination;

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

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

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

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expansion and other plans and opportunities; and

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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:

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the risks of doing business in China;

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

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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;

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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,

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(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), and (iv) the absence of any injunctions;

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

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

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

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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;

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

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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;

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costs related to the Business Combination;

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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;

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changes in applicable laws or regulations;

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

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the timing of revenue and expenditures;

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

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

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

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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.

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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. See “Risks Related to Doing Business in China — 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.” 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. See “Risks Related to Doing Business in China — Our funds or assets located within the PRC may not be available to fund operations or for other use outside of the PRC.”

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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. See “Risks Related to Doing Business in China — Baird Medical may not be able to maintain or renew all the permits, licenses and certificates required for its business and operations.” 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. See “Risks Related to Doing Business in China — 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.”

•

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. See “Risks Related to Doing Business in China — 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.”

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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 83.

•

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.

•

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.

Risks Related to Doing Business in China.

•

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. For a more complete

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description of this risk, please see “Risks Related to Doing Business in China — 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 emerging market companies upon assessing the qualification of their auditors, especially the non-U.S. auditors who are not inspected by the PCAOB. These developments add uncertainties to our ability to be listed on U.S. stock exchanges.”

•

Refinement of and changes to enforcement patterns and practices in the PRC and the evolution of policies. For a more complete description of this risk, please see “Risks Related to Doing Business in China — Refinement of and changes to enforcement patterns and practices in the PRC and the evolution of policies, rules, and regulations in China could limit the legal protections available to you and us if we are unable to meet any new standards that might apply in the future.”

•

The Chinese government may refine or modify its level of supervision over overseas public offerings conducted by China-based issuers. For a more complete description of this risk, please see “Risks Related to Doing Business in China — The Chinese government may refine or modify its level of supervision of overseas public offerings conducted by China-based issuers, which could significantly limit or completely hinder our ability to offer or continue to offer our securities to investors and could cause the value of our securities to significantly decline or become worthless.”

•

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. For a more complete description of this risk, please see “Risks Related to Doing Business in China — The CSRC has recently released the Trial Measures for China-based companies seeking to conduct overseas offering and listing in foreign markets. 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, which could significantly limit or completely hinder our ability to offer or continue to offer PubCo Ordinary Shares to investors and could cause the value of PubCo Ordinary Shares to significantly decline or such shares to become worthless.”

•

Our business is subject to complex and rapidly evolving laws and regulations in the PRC. The Chinese government may exercise significant oversight and discretion over the conduct of our business and may intervene in or influence our operations at any time, which could result in a material change in our operations and/or the value of our securities. For a more complete description of this risk, please see “Risks Related to Doing Business in China — Our business is subject to complex and rapidly evolving laws and regulations in the PRC. The Chinese government may exercise significant oversight and discretion over the conduct of our business and may intervene in or influence our operations at any time, which could result in a material change in our operations and/or the value of our securities.”

•

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. For a more complete description of this risk, please see “Risks Related to Doing Business in China — 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, financial condition, results of operations and the value of PubCo’s securities, and may result in our inability to sustain our growth and expansion strategies. The PRC government has significant authority to exert influence on the Chinese operations of an offshore holding company, and offerings conducted overseas and foreign investment in holding companies with China-based subsidiaries, such as PubCo. Changes in China’s economic, political or social conditions or government policies could have a material adverse effect on PubCo’s business, results of operations, financial condition and the value of PubCo’s securities.”

•

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. For a more complete description of this risk, please see “Risks Related to Doing Business in China — 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

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of such securities to decline or in some circumstances become worthless. For a more complete description of this risk, please see “Risks Related to Doing Business in China — Actions by the government of China to exert more supervision over offerings, if any, may limit or completely hinder the Company’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.”

•

Enforcement of the PRC Labor Contract Law and other labor-related regulations in the PRC may become more frequent. For a more complete description of this risk, please see “Risks Related to Doing Business in China — The enforcement of the PRC Labor Contract Law and other labor-related regulations in the PRC may increase our labor costs, impose limitations on our labor practices and materially and adversely affect our business and our results of operations.”

•

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. For a more complete description of this risk, please see “Risks Related to Doing Business in China — PRC regulations relating to foreign exchange registration of overseas investment and roundtrip investment in China by PRC residents through Special Purpose Vehicles may subject our PRC resident beneficial owners of our PRC subsidiaries to liability or penalties, limit our ability to inject capital into the subsidiary, limit PRC subsidiaries’ ability to increase its registered capital or distribute profits to us, or may otherwise materially and 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. For a more complete description of this risk, please see “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.”

•

Under the PRC Enterprise Income Tax Law, we may be classified as a PRC “resident enterprise” for PRC enterprise income tax purposes. For a more complete description of this risk, please see “Risks Related to Doing Business in China — Under the PRC Enterprise Income Tax Law, we may be classified as a PRC “resident enterprise” for PRC enterprise income tax purposes. Such classification would likely result in unfavorable tax consequences to us and our non-PRC enterprise shareholders and have a material adverse effect on our results of operations and the value of your investment.

•

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. For a more complete description of this risk, please see “Risks Related to Doing Business in China — 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. For a more complete description of this risk, please see “Risks Related to Doing Business in China — Fluctuations in exchange rates could result in foreign currency exchange losses to us and may reduce the value of, and amount in U.S. Dollars of dividends payable on, our shares in foreign currency terms and could impact our gross profit and gross margin.”

•

Restrictions on currency exchange may limit our ability to utilize our revenues effectively. For a more complete description of this risk, please see “Risks Related to Doing Business in China — 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. For a more complete description of this risk, please see “Risks Related to Doing Business in China — The approval of the CSRC, the CAC, or other PRC regulatory agencies may be required in connection with the Business Combination under a PRC regulation or any new laws, rules or regulations to be enacted, and if required, we cannot assure you that we will be able to obtain such approval.”

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Our funds or assets located within the PRC may not be available to fund operations or for other use outside of the PRC. For a more complete description of this risk, please see “Risks Related to Doing Business in China — To the extent cash or assets in our business are in the PRC or a PRC entity, the funds or assets may not be available to fund operations or for other use outside of the PRC due to supervision by the PRC government over our and our subsidiaries’ ability to transfer cash or assets, which may materially and adversely affect our business, financial condition and results of operations and may result in our inability to sustain our growth and expansion strategies.”

•

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 more complete description of this risk, please see “Risks Related to Doing Business in China — 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 131.

•

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 First 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.

•

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.

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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.

Why am I receiving this proxy statement/prospectus?

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.

What proposals are stockholders of ExcelFin being asked to vote upon?

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.

Are the proposals conditioned on one another?

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

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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 during the Combination Period, ExcelFin will be required to dissolve and liquidate its Trust Account by returning the then remaining funds in such account to its public stockholders.

What will happen in 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 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); (b) prior to Closing, Baird Medical will transfer 1,947,058 PubCo Ordinary Shares (which shares shall not include the Baird Medical Earnout Shares, as defined below) to Newco and the Minority Holders will exchange their ownership interests in Baird Medical for all of the outstanding ownership interests in Newco (the “Newco Share Contribution”); and (c) after the special meeting, Merger Sub 1 will merge with and into ExcelFin, with ExcelFin continuing as the surviving entity and wholly-owned subsidiary of PubCo (the “First Merger”) and Merger Sub 2 will merge with and into Newco, with Newco continuing as the surviving entity and wholly-owned subsidiary of PubCo (the “Second Merger”). However, 8,823,529 of the PubCo Ordinary Shares issued to Baird Medical (the “Baird Medical Earnout Shares”) will not vest unless and until within the eighth 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 with an implied value at or above $12.50 per share. The business purpose of the Second Merger is both to ensure compliance with Nasdaq’s public float requirement as well as to facilitate that additional PubCo shares are held after closing by shareholders most likely to be long-term holders.

The Business Combination Agreement provides that at the effective time of the Business Combination (the “Effective Time”):

(i)

(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.

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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”.

What conditions must be satisfied to complete the Business Combination?

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.”

Why is ExcelFin providing stockholders with the opportunity to vote on the Business Combination?

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.

How many votes do I have at the Special Meeting?

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 August [•], 2024, the Record Date for the Special Meeting. As of the date of this proxy statement/prospectus, there were 6,583,986 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.

What constitutes a quorum at the Special Meeting?

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, 3,644,659 shares of ExcelFin Common Stock would be required to achieve a quorum assuming ExcelFin has 6,583,986 shares of ExcelFin Common Stock

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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.

What vote is required to approve the proposals presented at the Special Meeting?

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 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 833,986 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.

What happens if a substantial number of the public stockholders vote in favor of the Business Combination Proposal and exercise their redemption rights?

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.

Did the Board of ExcelFin obtain a fairness opinion in determining whether or not to proceed with the Business Combination?

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

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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.”

In connection with the First Amendment to the Business Combination Agreement, which was entered into on March 11, 2024, the Board engaged Houlihan Capital to provide its opinion with respect to the fairness of the transaction, from a financial point of view, to the public stockholder of ExcelFin. On March 8, 2024, Houlihan Capital provided such a fairness opinion (the “Fairness Opinion”), a copy of which is attached to this proxy statement/prospectus as Annex D.

May ExcelFin, the Sponsor or ExcelFin’s directors, officers, advisors or their affiliates purchase shares in connection with the Business Combination?

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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.

What equity stake will current stockholders of ExcelFin and Baird Medical hold in PubCo after the Closing?

ExcelFin’s public stockholders currently own approximately 12.7% of ExcelFin’s issued and outstanding capital stock, and the Sponsor together with our directors and officers currently own approximately 87.3% 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 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 22,166,014 shares of ExcelFin Class A Common Stock that occurred on May 1, 2023, October 20, 2023, April 25, 2024 and July 25, 2024) 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 20.7% of the outstanding PubCo Ordinary Shares, and Baird Medical and the Minority Holders will own approximately 79.3% 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 18.1% of PubCo Ordinary Shares and Baird Medical and the Minority Holders will own approximately 81.9% 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 Baird Medical Earnout Shares (8,823,529), Sponsor 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 48.2% Redemptions			Assuming Maximum Redemptions 96.4%
ExcelFin public stockholders(1)		833,986	3.2%		431,993	1.7%		30,000	0.1%
ExcelFin Sponsor Transferees(2)		1,250,000	4.8%		1,250,000	4.9%		1,250,000	5.0%
ExcelFin Sponsor		3,150,000	12.2%		3,150,000	12.3%		3,150,000	12.5%
ExcelFin Sponsor Loan Conversion(3)		127,123	0.5%		127,123	0.5%		127,123	0.5%
Baird Medical & Minority Holders(4)		20,588,235	79.3%		20,588,235	80.6%		20,588,235	81.9%
Total Shares at closing		25,949,344	100.00%		25,547,351	100.00%		25,145,358	100.00%

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(1)

Outstanding share numbers take into account the redemptions of 22,166,014 shares of Class A Common Stock on May 1, 2023, October 20, 2023, April 25, 2024 and July 25, 2024. Closing is conditioned upon the PubCo Ordinary Shares being approved for listing on Nasdaq, which will require, among other things, PubCo having at least 300 round-lot holders, so the maximum redemption assumes at least 30,000 shares of ExcelFin Class A Common Stock remain outstanding following all redemptions. 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 3,150,000 PubCo Ordinary Shares and 1,350,000 Sponsor Earnout Shares and the transferees will be issued 1,250,000 PubCo Ordinary Shares.

(2)

Assumes $1,296,654 in working capital loans outstanding at Closing are converted into PubCo Ordinary Shares at $10.20 per share. As of December 31, 2023 the total working capital loans outstanding were $1,296,654.

(3)

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 Tycoon Shares, with 20,588,235 shares to be fully vested at closing and 8,823,529 shares to be Baird Medical Earnout Shares. In the Second Merger, 1,947,058 PubCo Ordinary Shares transferred by Baird Medical to Newco will be cancelled, and an equal number of PubCo Ordinary Shares will be issued to the Minority Holders. None of the PubCo Ordinary Shares issued to the Minority Holders in the Second Merger will be Baird Medical Earnout 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 48.2% Redemptions			Assuming Maximum Redemptions 96.4%
ExcelFin public stockholders(1)		833,986	1.6%		431,993	0.8%		30,000	0.1%
ExcelFin Sponsor Transferees(2)		1,250,000	2.4%		1,250,000	2.4%		1,250,000	2.4%
ExcelFin Sponsor		3,150,000	5.9%		3,150,000	6.0%		3,150,000	6.0%
Sponsor Earnout Shares(3)		1,350,000	2.6%		1,350,000	2.6%		1,350,000	2.6%
ExcelFin Sponsor Loan Conversion(4)		127,123	0.2%		127,123	0.2%		127,123	0.2%
Public Warrants(5)		11,500,000	21.7%		11,500,000	21.9%		11,500,000	22.1%
Baird Medical Incentive Plan(6)		5,291,430	10.0%		5,246,764	10.0%		5,202,099	10.0%
Baird Medical Earnout Shares(7)		8,823,529	16.7%		8,823,529	16.8%		8,823,529	17.0%
Baird Medical & Minority Holders(7)		20,588,235	38.9%		20,588,235	39.3%		20,588,235	39.6%
Total Shares at closing		52,914,303	100.0%		52,467,644	100.0%		52,020,986	100.0%

(1)

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redemption assumes at least 30,000 shares of ExcelFin Class A Common Stock remain outstanding following all redemptions.

(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 3,150,000 PubCo Ordinary Shares and 1,350,000 Sponsor Earnout Shares and the transferees will be issued 1,250,000 PubCo Ordinary Shares.

(3)

1,350,000 Sponsor 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)

(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 Tycoon Shares, with 20,588,235 shares to be fully vested at closing and 8,823,529 shares to be Baird Medical Earnout Shares. In the Second Merger, 1,947,058 PubCo Ordinary Shares transferred by Baird Medical to Newco will be cancelled, and an equal number of PubCo Ordinary Shares will be issued to the Minority Holders. None of the PubCo Ordinary Shares issued to the Minority Holders in the Second Merger will be Baird Medical Earnout 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					48.24% Redemptions(2)					Maximum Redemptions 96.4%(3)
	Shares		Value Per Share(4)			Shares		Value Per Share(5)			Shares		Value Per Share(6)
Base Scenario(7)		25,949,344		$	1.08		25,547,351		$	0.93		25,145,358		$	0.78
Including Earnout Shares(8)		36,122,873		$	0.78		35,720,880		$	0.67		35,318,887		$	0.56
Including all shares issuable upon exercise of Warrants and Plan Shares(9)		52,914,303		$	0.53		52,467,644		$	0.46		52,020,986		$	0.38

(1)

Outstanding share numbers take into account the redemptions of 22,166,014 shares of Class A Common Stock on May 1, 2023, October 20, 2023, April 25, 2024 and July 25, 2024. Assumes that no additional shares of ExcelFin Class A Common Stock are redeemed after April 25, 2024.

(2)

Assumes that 401,993 shares of ExcelFin Class A Common Stock, or 48.2% of our public shares outstanding, are redeemed.

(3)

Assumes that 803,986 shares of ExcelFin Class A Common Stock, or 96.4% of our public shares outstanding, are redeemed.

(4)

Based upon a post-transaction equity value of PubCo of $28,149,000.

(5)

Based upon a post-transaction equity value of PubCo of $23,883,000.

(6)

Based upon a post-transaction equity value of PubCo of $19,617,000.

(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

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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.”

What are the effective deferred underwriting fees?

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.

How will the Sponsor and our directors and officers vote?

Our Initial Stockholders currently own 5,750,000 shares of ExcelFin Class A Common Stock, representing 87.3% 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 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.

What interests do ExcelFin’s current officers and directors have in the Business Combination?

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 during the Combination Period, 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.

•

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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 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 8.5% of outstanding PubCo Ordinary Shares in a no additional redemption scenario, 8.6% of outstanding PubCo Ordinary Shares in a 48.2% redemption scenario and 8.6% 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 August 22, 2024 was approximately $49,770,000, 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 Sponsor Earnout Shares) in exchange for its founder shares from which the Sponsor may recover its investment in the private placement warrants.

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•

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 December 31, 2023, ExcelFin has issued a convertible note in an aggregate principal amount of up to $1,500,000 to the Sponsor, with $1,296,654 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 $62,791,564, as of August 22, 2024, 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.

What happens if I sell my shares of ExcelFin Class A Common Stock before the Special Meeting?

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.

What happens if the Business Combination Proposal is not approved?

Pursuant to the ExcelFin Charter, if the Business Combination Proposal is not approved and ExcelFin does not otherwise consummate an alternative business combination during the Combination Period, ExcelFin will be required to dissolve and liquidate its Trust Account by returning the then remaining funds in such account to the public stockholders.

Do I have redemption rights?

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 August 22, 2024, based on funds in the Trust Account of $9,156,000 million, this would have amounted to approximately $10.98 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.

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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 August 22, 2024 was $460,000. 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?”

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 during the Combination Period, 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.

Will how I vote affect my ability to exercise redemption rights?

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.

How do I exercise my redemption rights?

In order to exercise your redemption rights, you must, prior to 5:00 p.m., Eastern time, on September [•], 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 Equiniti Trust Company, our transfer agent, at the following email address:

Equiniti Trust Company, LLC
55 Challenger Road 2nd floor
Ridgefield Park, New Jersey 07660,
Attention: SPACSUPPORT,
Email: SPACSUPPORT@equiniti.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.

What are the U.S. federal income tax consequences of exercising my redemption rights?

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,

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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 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.

What are the U.S. federal income tax consequences if I do not exercise my redemption rights and instead participate in the Business Combination?

As described in the section entitled, “The Business Combination Proposal — Material U.S. Federal Income Tax Considerations,” the Business Combination is expected to qualify as part of a tax-free exchange described in Section 351 of the Internal Revenue Code of 1986, as amended (the “Code”). As such, it is expected that 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. 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, 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.

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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 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 First 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 First 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.

If I am a warrants holder, can I exercise redemption rights with respect to my warrants?

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 August 22, 2024 was $460,000 or $0.04 per Public Warrant.

What will happen to the public warrants and private warrants?

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 Sponsor Earnout Shares) in exchange for its founder shares.

When are the PubCo Warrants redeemable?

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

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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, 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:

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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.

Do I have appraisal rights in connection with the proposed Business Combination?

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.

What happens to the funds held in the Trust Account upon consummation of the Business Combination?

If the Business Combination is consummated, the funds held in the Trust Account will be released to pay:

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ExcelFin stockholders who properly exercise their redemption rights;

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

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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;

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

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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.

What happens if the Business Combination is not consummated?

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.

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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 during the Combination Period, 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 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.

When is the Business Combination expected to be completed?

The closing is expected to take place in the third quarter of 2024.

For a description of the conditions to the completion of the Business Combination, see the section titled “The Business Combination Proposal.”

What will ExcelFin stockholders receive in the Business Combination?

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.

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?

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 during the Combination Period, ExcelFin will be required to liquidate and any ExcelFin Public Warrants you own will expire without value.

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?

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.

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?

Following the closing of the Business Combination, it is currently anticipated that PubCo will have available to it approximately $9,156,000 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 $329,400 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.

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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 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 $1,296,654 in principal outstanding relating to working capital loans at December 31, 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.

What do I need to do now?

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.

How do I vote?

If you were a holder of record of ExcelFin Class A Common Stock on August [•], 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

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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. After contacting Equiniti 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 Equiniti Trust Company by September [•], 2024, at least five (5) business days prior to the meeting date in order to ensure access.

What will happen if I abstain from voting or fail to vote at the Special Meeting?

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.

What will happen if I sign and return my proxy card without indicating how I wish to vote?

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.

If I am not going to attend the Special Meeting in person (by virtual attendance), should I return my proxy card instead?

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.

If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

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.

May I change my vote after I have mailed my signed proxy card?

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.

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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 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.

What should I do if I receive more than one set of voting materials?

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.

Who can help answer my questions?

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:

To obtain timely delivery, ExcelFin stockholders must request the materials no later than September [•], 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:

Equiniti Trust Company, LLC
55 Challenger Road 2nd floor
Ridgefield Park, New Jersey 07660,
Attention: SPACSUPPORT,
Email: SPACSUPPORT@equiniti.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 87.3% 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 1. 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 1 and it does not operate any business. On August 3, 2023, Baird Medical contributed all of the Tycoon 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.

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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 1

Merger Sub 1 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 1 was incorporated under the laws of the State of Delaware on June 16, 2023. Merger Sub 1 owns no material assets and does not operate any business.

The mailing address and telephone number of Merger Sub 1’s principal executive office is the same as for Baird Medical. At the consummation of the Business Combination, Merger Sub 1 will cease to exist after being merged into ExcelFin.

Merger Sub 2

Merger Sub 2 is a wholly-owned subsidiary of PubCo formed solely for the purpose of effectuating the merger with Newco in which Newco will be the surviving entity. Merger Sub 2 was incorporated under the laws of the State of Delaware on June 14, 2024. Merger Sub 2 owns no material assets and does not operate any business.

The mailing address and telephone number of Merger Sub 2’s principal executive office is the same as for Baird Medical. At the consummation of the Business Combination, Merger Sub 2 will cease to exist after being merged into Newco.

Newco

Newco is a wholly-owned subsidiary of PubCo formed solely for the purpose of effectuating the merger with Merger Sub 2 in which Newco will be the surviving entity. Newco was organized under the laws of the State of Delaware on June 14, 2024. Newco owns no material assets and does not operate any business.

The mailing address and telephone number of Newco’s principal executive office is the same as for Baird Medical. At the consummation of the Business Combination, Newco will be the Surviving LLC of the Second Merger, and will continue as a wholly owned subsidiary of PubCo.

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 Tycoon Shares in Tycoon, Merger Sub 1, Merger Sub 2, Newco 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

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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 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) a number of 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); Disposable Microwave Ablation needle, Models G-20-25, G-20-21, G-20-18, G-20-15, G-18-25, G-18-21, G-18-18, G-18-15, G-16-20, G-16-15, G-16-10, G-16-08 Class III on December 4, 2023; Disposable Microwave Ablation Needles, Models J-20-15-XT, J-20-12-XT, J-20-10-XT, J-20-08-XT, J-20-05-XT, J-18-15-XT, J-18-12-XT, J-18-10-XT, J-18-08-XT, J-18-05-XT, J-16-15-XT, J-16-12-XT, J-16-10-XT, J-16-08-XT, J-16-05-XT, J-14-15-XT, J-14-12-XT, J-14-10-XT, J-14-08-XT, and J-14-05-XT Class III on March 19, 2024; 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,

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(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. As of the date of this proxy statement/prospectus, we are subject to and in compliance 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 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

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.

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Medical and the Minority Holders will own approximately 79.3% of the PubCo Ordinary Shares following the closing of the Business Combination (excluding the Baird Medical Earnout Shares). 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

ExcelFin has entered into the Business Combination Agreement by and among ExcelFin, PubCo, Merger Sub 1, Merger Sub 2, Newco, 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 (“Tycoon 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”); prior to Closing, Baird Medical will transfer 1,947,058 PubCo Ordinary Shares (which shares shall not include the Baird Medical Earnout Shares) to Newco and the Minority Holders will exchange their ownership interests in Baird Medical for all of the outstanding ownership interests in Newco (the “Newco Share Contribution”); and after the special meeting, Merger Sub 1 will merge with and into ExcelFin, with ExcelFin continuing as the surviving entity and wholly-owned subsidiary of PubCo (the “First Merger”) and Merger Sub 2 will merge with and into Newco, with Newco continuing as the surviving entity and wholly-owned subsidiary of PubCo (the “Second Merger”). The business purpose of the Second Merger is both to ensure compliance with Nasdaq’s public float requirement as well as to facilitate that additional PubCo shares are held after closing by shareholders most likely to be long-term holders. 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 more information about the ownership structure of the Combined Company, see the organizational chart set forth on the page immediately above.

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share. The business purpose of the Second Merger is both to ensure compliance with Nasdaq’s public float requirement as well as to facilitate that additional PubCo shares are held after closing by shareholders most likely to be long-term holders.

The Business Combination Agreement provides that at the effective time of the Business Combination (the “Effective Time”):

(i)

(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)

In the Second Merger, 1,947,058 PubCo Ordinary Shares transferred by Baird Medical to Newco will be cancelled, and an equal number of PubCo Ordinary Shares will be issued to the Minority Holders. 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 “Sponsor 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 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.

•

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. As of the date of this proxy statement/prospectus, no PIPE Investors have committed to fund any PIPE Investment.

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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 1 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.

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.

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 May 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;

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(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 1 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 because the Outside Date was reached (except if a breach by ExcelFin or the Sponsor (in the case of the Sponsor Support Agreement) of a provision under the Business Combination Agreement or any Ancillary Agreement was the proximate cause of the failure of the Closing to occur on or before the Outside Date, then 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, 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.

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•

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 “Sponsor Earnout Shares”). The Sponsor 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 Sponsor Earnout Shares shall become fully vested immediately prior to such Change of Control. If by the fifth anniversary of the Effective Time the Sponsor Earnout Shares shall not have vested, the Sponsor 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. In addition, the Lock-Up Agreement provides that 8,823,529 of the PubCo Ordinary Shares issued to Baird Medical (the “Baird Medical Earnout Shares”) will not vest unless and until within the eighth 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 with an implied value at or above $12.50 per share.

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 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

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(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, Tycoon, 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 First Merger, the Second 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;

•

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 Tycoon Shares, (ii) grant any proxies with respect to any Tycoon 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.

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Warrant Assignment, Assumption and Amendment Agreement

At the Closing, ExcelFin, PubCo and Equiniti 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 12.7% 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 87.3% 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 22,166,014 shares of ExcelFin Class A Common Stock that occurred on May 1, 2023, October 20, 2023, April 25, 2024 and July 25, 2024) 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 20.7% of the outstanding PubCo Ordinary Shares, and Baird Medical and the Minority Holders will own approximately 79.3% 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 18.1% of PubCo Ordinary Shares and Baird Medical and the Minority Holders will own approximately 81.9% 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.”

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 Baird Medical Earnout Shares (8,823,529), Sponsor 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 48.2% Redemptions			Assuming Maximum Redemptions 96.4%
ExcelFin public stockholders(1)		833,986	3.2%		431,993	1.7%		30,000	0.1%
ExcelFin Sponsor Transferees(2)		1,250,000	4.8%		1,250,000	4.9%		1,250,000	5.0%
ExcelFin Sponsor		3,150,000	12.2%		3,150,000	12.3%		3,150,000	12.5%
ExcelFin Sponsor Loan Conversion(3)		127,123	0.5%		127,123	0.5%		127,123	0.5%
Baird Medical & Minority Holders(4)		20,588,235	79.3%		20,588,235	80.6%		20,588,235	81.9%
Total Shares at closing		25,949,344	100.00%		25,547,351	100.00%		25,145,358	100.00%

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(1)

(2)

(3)

(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 Tycoon Shares, with 20,588,235 shares to be fully vested at closing and 8,823,529 shares to be Baird Medical Earnout Shares. In the Second Merger, 1,947,058 PubCo Ordinary Shares transferred by Baird Medical to Newco will be cancelled, and an equal number of PubCo Ordinary Shares will be issued to the Minority Holders. None of the PubCo Ordinary Shares issued to the Minority Holders in the Second Merger will be Baird Medical Earnout Shares.

	Assuming No Additional Redemptions			Assuming 48.2% Redemptions			Assuming Maximum Redemptions 96.4%
ExcelFin public stockholders(1)		833,986	1.6%		431,993	0.8%		30,000	0.1%
ExcelFin Sponsor Transferees(2)		1,250,000	2.4%		1,250,000	2.4%		1,250,000	2.4%
ExcelFin Sponsor		3,150,000	5.9%		3,150,000	6.0%		3,150,000	6.0%
Sponsor Earnout Shares(3)		1,350,000	2.6%		1,350,000	2.5%		1,350,000	2.6%
ExcelFin Sponsor Loan Conversion(4)		127,123	0.2%		127,123	0.2%		127,123	0.2%
Public Warrants(5)		11,500,000	21.7%		11,500,000	21.9%		11,500,000	22.1%
Baird Medical Incentive Plan(6)		5,291,430	10.0%		5,246,764	10.0%		5,202,099	10.0%
Baird Medical Earnout Shares(7)		8,823,529	16.7%		8,823,529	16.8%		8,823,529	17.0%
Baird Medical & Minority Holders(7)		20,588,235	38.9%		20,588,235	39.3%		20,588,235	39.6%
Total Shares at closing		52,914,303	100.0%		52,467,644	100.0%		52,020,986	100.0%

(1)

(2)

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(3)

(4)

(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 Tycoon Shares, with 20,588,235 shares to be fully vested at closing and 8,823,529 shares to be Baird Medical Earnout Shares. In the Second Merger, 1,947,058 PubCo Ordinary Shares transferred by Baird Medical to Newco will be cancelled, and an equal number of PubCo Ordinary Shares will be issued to the Minority Holders. None of the PubCo Ordinary Shares issued to the Minority Holders in the Second Merger will be Baird Medical Earnout 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	$	(4,800)
ExcelFin cash in Trust	$	9,100	Transaction Fees		13,600
			Sponsor loan		300
Baird Medical Equity Rollover		210,000	Baird Medical Equity Rollover		210,000
Total Sources	$	219,100	Total Uses	$	219,100

The following table summarizes the sources and uses of funds for the Business Combination assuming 48.2% of ExcelFin stockholders exercise their redemption rights:

Sources			Uses
(in thousands)			Cash to Balance Sheet	$	(5,100)
ExcelFin cash in Trust	$	8,800	Transaction Fees		13,600
			Sponsor loan		300
Baird Medical Equity Rollover		210,000	Baird Medical Equity Rollover		210,000
Total Sources	$	218,800	Total Uses	$	218,800

The following table summarizes the sources and uses for funding the Business Combination assuming no public shares of Class A Common Stock remain outstanding after ExcelFin stockholders exercise their redemption rights:

Sources			Uses
(in thousands)			Cash to Balance Sheet	$	(5,400)
ExcelFin cash in Trust	$	8,500	Transaction Fees		13,600
			Sponsor loan		300
Baird Medical Equity Rollover		210,000	Baird Medical Equity Rollover		210,000
Total Sources	$	218,500	Total Uses	$	218,500

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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.

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.

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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 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.

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•

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.

•

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.

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•

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.

•

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 September [•], 2024, and at any adjournment or postponement thereof. This proxy statement/prospectus is first being furnished to you on or about August [•], 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 September [•], 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 August [•], 2024, which is the Record Date for the 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 6,583,986 shares of ExcelFin Class A Common Stock issued and outstanding, 833,986 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

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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 during the Combination Period, we will be required to dissolve and liquidate our Trust Account by returning the then remaining funds in such account to the public stockholders.

The Proposals

The Business Combination Proposal

ExcelFin has entered into the Business Combination Agreement by and among ExcelFin, PubCo, Merger Sub 1, Merger Sub 2, Newco, 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 (“Tycoon Shares”) to PubCo in exchange for PubCo Ordinary Shares such that Tycoon became

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a wholly-owned subsidiary of PubCo and Baird Medical received in exchange therefor 29,411,764 PubCo Ordinary Shares (the “Share Contribution”); (b) prior to Closing, Baird Medical will transfer 1,947,058 PubCo Ordinary Shares (which shares shall not include the Baird Medical Earnout Shares) to Newco and the Minority Holders will exchange their ownership interests in Baird Medical for all of the outstanding ownership interests in Newco (the “Newco Share Contribution”); and (c) after the special meeting, Merger Sub 1 will merge with and into ExcelFin, with ExcelFin continuing as the surviving entity and wholly-owned subsidiary of PubCo (the “First Merger”) and Merger Sub 2 will merge with and into Newco, with Newco continuing as the surviving entity and wholly-owned subsidiary of PubCo (the “Second Merger”). The transactions contemplated by the Business Combination Agreement, the First Merger and the Second 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)

(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)

In the Second Merger, 1,947,058 PubCo Ordinary Shares transferred by Baird Medical to Newco will be cancelled, and an equal number of PubCo Ordinary Shares will be issued to the Minority Holders. 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 “Sponsor 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. The business purpose of the Second Merger is both to ensure compliance with Nasdaq’s public float requirement as well as to facilitate that additional PubCo shares are held after closing by shareholders most likely to be long-term holders.

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 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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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.

•

The PIPE Investment, if any, shall have been consummated. As of the date of this proxy statement/prospectus, no PIPE Investors have committed to fund any PIPE Investment.

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 covenants and obligations of each of Baird Medical, PubCo, Tycoon and Merger Sub 1 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.

•

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.

Waiver

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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 September 30, 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 Consents 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 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 Consents 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.”

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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 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:

•

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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.

•

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 8.5% of outstanding PubCo Ordinary Shares in a no additional redemption scenario, 8.6% of outstanding PubCo Ordinary Shares in a 48.2% redemption scenario and 8.6% 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 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 August 22, 2024 was approximately $49,770,000, 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

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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 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 December 31, 2023, ExcelFin has issued a convertible note in an aggregate principal amount of up to $1,500,000 to the Sponsor with $1,296,654 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.

•

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 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

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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 — Factors considered by the Board,” 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.

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 August 22, 2024, the pro rata portion of the funds available in the Trust Account for the public shares was approximately $10.98 per share (net of taxes payable). ExcelFin anticipates the per share redemption price will be approximately $10.98 (net of taxes payable) at the closing of the Business Combination, which is anticipated to occur during the third 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

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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 September [•], 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

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.”

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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, 2023 and 2022, and the balance sheets data as of December 31, 2023 and 2022, from its audited consolidated 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 “PubCo’s Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

	For years ended December 31,
Consolidated Statements of Operations Data:	2023			2022
Revenues		$	31,457,908		$	35,091,174
Cost of revenues			(4,227,409)			(7,054,323)
Gross profit			27,230,499			28,036,851
Total operating expenses			(15,368,744)			(14,405,134)
Income from operations			11,861,725			13,631,717
Other expenses, net			(10,211)			(194,580)
Income before income tax			12,359,202			14,521,868
Income tax provision			(1,701,019)			(1,746,897)
Net income			10,658,183			12,774,971
Less: net income attributable to non-controlling interests			(112,205)			(206,221)
Net income attributable to Baird Medical Investment Holdings Limited’s shareholders		$	10,545,978		$	12,568,750
Basic and diluted earnings per common share		$	0.36		$	0.43
Weighted average number of share outstanding – basic and diluted			29,411,765			29,411,765
Consolidated Cash Flow Data:
Net cash (used in) provided by operating activities			(1,019,964)			485,968
Net cash used in investing activities			(2,638,488)			(5,921,464)
Net cash provided by financing activities			3,461,118			4,411,918

	For years ended December 31,
Consolidated Statements of comprehensive income (loss) data:	2023			2022
Net income		$	10,658,183		$	12,774,971
Other comprehensive loss income
Foreign currency translation adjustment			(728,688)			(1,506,905)
Comprehensive income			9,929,495			11,268,066
Non-controlling interests			(112,205)			(206,221)
Comprehensive income attributable to Baird Medical Investment Holdings Limited’s shareholders		$	9,817,290		$	11,061,845

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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Defined terms included below have the same meaning as terms defined and included elsewhere in this proxy statement/prospectus.

Introduction

The following unaudited pro forma condensed combined financial statements of ExcelFin present the combination of the historical financial information of ExcelFin and the Target Group adjusted to give effect for the Business Combination between ExcelFin and the Target Group. The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X.

The unaudited pro forma condensed combined balance sheet as of December 31, 2023, combines the historical balance sheet of ExcelFin and the historical balance sheet of the Target Group, on a pro forma basis as if the Business Combination had been consummated on December 31, 2023. Effective as of December 31, 2023, the Target Group and PubCo’s financial statements have been prepared on a combined consolidated basis.

The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2023 combines the historical statements of operations of ExcelFin and the Target Group for such period on a pro forma basis as if the Business Combination had been consummated on January 1, 2023, the beginning of the earliest period presented.

The unaudited pro forma condensed combined financial statements have been developed from and should be read in conjunction with:

•

the accompanying notes to the unaudited pro forma condensed combined financial statements;

•

the historical audited financial statements of ExcelFin as of and for the year ended December 31, 2023 and the related notes thereto, included elsewhere in this proxy statement/prospectus;

•

the historical audited financial statements of PubCo as of and for the year ended December 31, 2023 and the related notes thereto, included elsewhere in this proxy statement/prospectus;

•

the sections entitled “ExcelFin’ s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “PubCo’s Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and other financial information relating to ExcelFin and PubCo included elsewhere in this proxy statement, including the Business Combination Agreement

The unaudited pro forma condensed combined financial information has been presented for illustrative purposes only and does not necessarily reflect what PubCo’s financial condition or results of operations would have been had the Business Combination occurred on the dates indicated.

Further, the unaudited pro forma condensed combined financial information also may not be useful in predicting the future financial condition and results of operations of PubCo. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors. The unaudited transaction accounting adjustments represent management’s estimates based on information available as of the date of this unaudited pro forma condensed combined financial information and are subject to change as additional information becomes available and analyses are performed. Assumptions and estimates underlying the unaudited pro forma adjustments set forth in the unaudited pro forma condensed combined financial statements are described in the accompanying notes. The parties believe that the assumptions and methodologies provide a reasonable basis for presenting all of the significant effects of the Business Combination based on information available to management at this time and that the transaction accounting adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma condensed combined financial information.

Description of transaction

ExcelFin has entered into the Business Combination Agreement with Tycoon and certain other entities. The purchase price is $300,000,000, subject to certain adjustments, which will be paid in ExcelFin stock at a value of $10.20 per share (29,411,764 PubCo Ordinary Shares valued at $10.20 per share). However, 8,823,529 of the PubCo Ordinary Shares issued to Baird Medical (the “Baird Medical Earnout Shares”) will not vest

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unless and until within the eighth 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 with an implied value at or above $12.50 per share.

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 and Baird Medical received in exchange therefor 29,411,764 PubCo Ordinary Shares; (b) prior to Closing, Baird Medical will transfer 1,947,058 PubCo Ordinary Shares (which shares shall not include the Baird Medical Earnout Shares) to Newco and the Minority Holders will exchange their ownership interests in Baird Medical for all of the outstanding ownership interests in Newco; and (c) after the special meeting, Merger Sub 1 will merge with and into ExcelFin, with ExcelFin continuing as the surviving entity and wholly-owned subsidiary of PubCo (the “First Merger”) and Merger Sub 2 will merge with and into Newco, with Newco continuing as the surviving entity and wholly-owned subsidiary of PubCo (the “Second Merger”).

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; (ii) each outstanding public shares of ExcelFin Class A Common Stock will be exchanged for one PubCo Ordinary Share; and (iii) the registered holder of each ExcelFin Public Warrant will receive, in exchange for the ExcelFin Public Warrants, an equal number of warrants to purchase one PubCo Ordinary Share upon the same terms as applicable to the ExcelFin Public Warrants. Each share 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. However, 1,350,000 of the PubCo Ordinary Shares issued to the Sponsor in the Business Combination 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.

In the Second Merger, 1,947,058 PubCo Ordinary Shares transferred by Baird Medical to Newco will be cancelled, and an equal number of PubCo Ordinary Shares will be issued to the Minority Holders.

The per-share valuation of $10.20 utilized in the Business Combination Agreement was set solely for the purposes of determining how many shares to issue in the Business Combination and does not reflect the actual price that the shares may be valued at following the Business Combination.

Closing is conditioned upon the PubCo Ordinary Shares being approved for listing on Nasdaq, which will require, among other things, PubCo having at least 300 round-lot holders, so the maximum redemption assumes at least 30,000 shares of ExcelFin Class A Common Stock remain outstanding following all redemptions.

The unaudited pro forma condensed combined information contained herein assumes that ExcelFin stockholders approve the Business Combination. Pursuant to the Existing Charter, public stockholders are being offered the opportunity to redeem, upon the Closing, public shares then held by them for cash equal to their pro rata share of the aggregate amount on deposit in the Trust Account (as of two business days prior to the Closing). Pursuant to the Existing Charter, all holders of public shares may vote in favor of the Business Combination and still exercise their redemption rights.

Solely for illustrative purposes, the unaudited pro forma condensed combined financial information has been prepared assuming two alternative levels of additional redemptions of ExcelFin Class A Common Stock, after giving effect to the May 1, 2023, October 20, 2023, April 25, 2024 and July 25, 2024 redemptions:

•

Assuming No Additional Redemptions (“Minimum Redemption”) — this scenario assumes that no public shares are redeemed after the effects of the redemptions of 22,166,014 shares of Class A Common Stock on May 1, 2023, October 20, 2023, April 25, 2024 and July 25, 2024; and

•

Assuming Maximum Redemptions (“Maximum Redemption”) — this scenario assumes the redemption of an additional 444,830 public shares at $10.74 per share, the estimated redemption value per share as of December 31, 2023, for aggregate payment of approximately $4.8 million from the Trust Account. Closing is conditioned upon the PubCo Ordinary Shares being approved for listing on Nasdaq, which will require, among other things, PubCo having at least 300 round-lot holders, so the maximum

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Pro Forma Information
EXCELFIN AND TARGET GROUP
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET AS OF
DECEMBER 31, 2023
(Amounts in thousands of U.S. dollars, except per share data)

	Target Group (Historical)			ExcelFin (Historical)		ExcelFin 4/25/2024 7/25/2024 Redemption		Pro Forma Adjustments Assuming Minimum Redemption				Pro Forma Combined Assuming Minimum Redemption			Pro Forma Adjustments Assuming Maximum Redemption			Pro Forma Combined Assuming Maximum Redemption
ASSETS
Current assets:
Cash and cash equivalents		$	1,510		45				$	9,096	A		$	8,532		(8,532)	F		—
										(6,140)	B
										(5,874)	J
										(323)	D
										(1,610)	J
										395	N
										11,433	O
Accounts receivable, net			31,100											31,100					31,100
Accounts receivable from related parties			—											—					—
Inventories			1,143											1,143					1,143
Amounts due from related parties			395							(395)	N			—					—
Prepayments, net			5,935		73									6,008					6,008
Total current assets			40,083		118		—			6,582				46,783		(8,532)			38,251
Non-current assets:
Cash and marketable securities held in Trust Account			—		23,996		(14,900)			(9,096)	A			—					—
Right-of-use assets			861											861					861
Goodwill			59											59					59
Prepayments – non current			7,699											7,699					7,699
Deposits and other assets – non current			152											152					152
Intangible assets, net			26											26					26
Deferred tax assets			814		9									823					823
Deferred offering costs			875											875					875
Property and equipment, net			6,139											6,139					6,139
Total non-current assets			16,625		24,005		(14,900)			(9,096)				16,634		—			16,634
TOTAL ASSETS			56,708		24,123		(14,900)			(2,514)				63,417		(8,532)			54,885
LIABILITIES, TEMPORARY EQUITY AND STOCKHOLDERS’ EQUITY (DEFICIT)
Short-term bank loans			8,166							11,433	O			19,599					19,599
Accounts payable and accrued expenses			4,338		5,874					(5,874)	J			4,338					4,338
Contract liability			500											500					500
Excise tax payable			—		2,170									2,170					2,170
Tax payables			771		96									867					867
Franchise taxes payable			—		36									36					36
Accrued offering costs			—		401									401					401
Amounts due to related parties			3,785		323					(323)	D			3,785					3,785
Unrecognized tax benefit			—		131									131					131
Lease liability			504											504					504
Deferred tax liabilities			93											93					93
Long-term loans, current portion			818											818					818
Working capital loan – sponsor			—		1,297					(1,297)	H			—					—
Total current liabilities			18,975		10,328		—			3,939				33,242					33,242

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	Target Group (Historical)		ExcelFin (Historical)		ExcelFin 4/25/2024 7/25/2024 Redemption		Pro Forma Adjustments Assuming Minimum Redemption			Pro Forma Combined Assuming Minimum Redemption		Pro Forma Adjustments Assuming Maximum Redemption			Pro Forma Combined Assuming Maximum Redemption
Non-current liabilities:
Lease liability		412									412					412
Long-term loans		1,614									1,614					1,614
Deferred underwriting fee payable		—		1,610				(1,610)	J		—					—
Total non-current liabilities		2,026		1,610		—		(1,610)			2,026		—			2,026
Total liabilities		21,001		11,938		—		2,329			35,268		—			35,268
COMMITMENTS AND CONTINGENCIES
Temporary equity:
Common stock subject to possible redemption		—		23,750		(14,900)		(8,850)	C		—					—
Stockholders’ equity (deficit):
Ordinary shares		3									3					3
Class A common stock		—		1				4	G		5					5
Class B common stock		—		—							—
Additional paid-in capital		18,850		—				8,850	C		101,787		(8,532)	F		93,255
								(11,566)	E
								(6,140)	B
								(4)	G
								1,297	H
								(13,514)	I
								13,388	K
								238	L
								90,389	M
Statutory reserve		4,508									4,508					4,508
Retained earnings (Accumulated deficit)		14,394		(11,566)				11,566	E		(76,106)					(76,106)
								13,514	I
								(13,388)	K
								(238)	L
								(90,389)	M
Accumulated other comprehensive (loss) income		(2,005)									(2,005)					(2,005)
Total controlling shareholder’s equity		35,750		(11,565)		—		4,007			28,192		(8,532)			19,660
Non-controlling interests		(43)									(43)					(43)
Total equity		35,707		(11,565)		—		4,007			28,149		(8,532)			19,617
TOTAL LIABILITIES, TEMPORARY EQUITY AND STOCKHOLDERS’ EQUITY (DEFICIT)		56,708		24,123		(14,900)		(2,514)			63,417		(8,532)			54,885

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EXCELFIN AND TARGET GROUP
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2023
(Amounts in thousands of U.S. dollars or thousands of shares, except per share data)

	Target Group (Historical)			ExcelFin (Historical)			Pro Forma Adjustments Assuming Minimum Redemption				Pro Forma Combined Assuming Minimum Redemption			Pro Forma Adjustments Assuming Maximum Redemption			Pro Forma Combined Assuming Maximum Redemption
Revenues		$	31,458		$	—		$	—			$	31,458		$	—		$	31,458
Cost of revenue			4,228			—			—				4,228			—			4,228
Gross profit			27,230			—			—				27,230			—			27,230
Operating costs and expenses:
Research and development expenses			4,275			—							4,275						4,275
Selling and marketing expenses			2,547										2,547						2,547
Financial services and administrative fees – related party			—			120							120						120
Franchise taxes			—			202							202						202
General and administrative expenses			8,547			6,919							15,466						15,466
Total operating costs and expenses			15,369			7,241			—				22,610			—			22,610
Income (Loss) from operations			11,861			(7,241)			—				4,620			—			4,620
Other income (expense):
Interest income			2			4,938			(4,938)	AA			2						2
Interest expense			(286)						(972)	BB			(1,258)						(1,258)
Subsidiary income			792										792						792
Other expense			(10)										(10)						(10)
Total other income (expense)			498			4,938			(5,910)				(474)			—			(474)
Net income (loss) before income tax provision			12,359			(2,303)			(5,910)				4,146			—			4,146
Income tax provision			(1,701)			(985)							(2,686)						(2,686)
Net income attributed to controlling shareholder			10,658			(3,288)			(5,910)				1,460						1,460
Less: net income attributable to non-controlling interests			112										112						112
Net income (loss)			10,546			(3,288)			(5,910)				1,348			—			1,348

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NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

Note 1 — Description of the Transaction

ExcelFin has entered into the Business Combination Agreement with PubCo and certain other entities. The purchase price is $300,000,000, subject to certain adjustments, which will be paid in ExcelFin stock at a value of $10.20 per share (29,411,764 PubCo Ordinary Shares). However, 8,823,529 of the PubCo Ordinary Shares issued to Baird Medical (the “Baird Medical Earnout Shares”) will not vest unless and until within the eighth 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 with an implied value at or above $12.50 per share.

In the Second Merger, 1,947,058 PubCo Ordinary Shares transferred by Baird Medical to Newco will be cancelled, and an equal number of PubCo Ordinary Shares will be issued to the Minority Holders.

Note 2 — Basis of Presentation

The unaudited pro forma condensed combined financial information was prepared in accordance with Article 11 of SEC Regulation S-X as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses.” The historical financial information of ExcelFin and the Target Group include transaction accounting adjustments to illustrate the estimated effect of the Business Combination and certain other adjustments to provide relevant information necessary for an understanding of PubCo upon consummation of the Business Combination described herein.

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The business combination between ExcelFin and the Target Group under both the minimum and maximum redemption scenarios is expected to be accounted for as a reverse recapitalization with PubCo as the accounting acquirer.

The unaudited pro forma condensed combined financial information has been prepared using both the Minimum Redemption and Maximum Redemption scenarios with respect to the potential redemption of public shares into cash solely for illustrative purposes.

The unaudited pro forma condensed combined financial information includes the effect of the ExcelFin May 1, 2023, October 20, 2023, April 25, 2024 and July 25, 2024 redemptions as they directly impact the transaction accounting.

The unaudited pro forma condensed combined financial information does not reflect the income tax effects of the transaction accounting adjustments as any change in the deferred tax balance would be offset by an increase in the valuation allowance given the companies’ incurred losses during the historical period presented.

Note 3 — Transaction Accounting Adjustments to the ExcelFin and Target Group Unaudited Pro Forma Condensed Combined Balance Sheet as of December 31, 2023

The transaction accounting adjustments included in the unaudited pro forma condensed combined balance sheet as of December 31, 2023, are as follows, after giving effect to the May 1, 2023, October 20, 2023, April 25, 2024 and July 25, 2024 redemptions:

Reflects the reclassification of $9.1 million of cash and cash equivalents held in the Trust Account at the balance sheet date that becomes available to fund expenses in connection with the Business Combination or future cash needs of the Company.

Represents transaction expenses totaling $6.1 million.

Reflects the reclassification of approximately $8.9 million of Class A shares subject to possible redemption to permanent equity.

Settlement of related party payables.

Reflects closing out accumulated deficit.

Represents the issuance of 29.4 million PubCo Ordinary Shares to Tycoon equity holders as consideration for the reverse recapitalization.

Note converted to stock at $10.20/share

Reflects the fair value of the Sponsor earnout. The Company utilized a Monte Carlo simulation analysis to determine the fair value of the earnout. In a Monte Carlo simulation, a computer is used to generate random price movements, which are constrained by the expected volatility of the underlying security. Key assumptions included: stock price of $10.71; dividend of 0%, term of 5 years, risk free rate of 3.77% and volatility of 60%. 1,350,000 ordinary shares will fully vest if Baird’s share price either (i) equals or exceeds $12.50 per share (subject to adjustments) for any 20 out of 30 consecutive trading days within a five (5) year period, or (ii) a Change of Control event occurs within a five (5) year period.

The accounting for the Sponsor Earnout Shares was first evaluated under ASC 718 to determine if the arrangement represents a share-based payment arrangement. Because there are no service conditions nor any requirement of the participants to provide goods or services, the Company determined that the Sponsor Earnout Shares are not within the scope of ASC 718.

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Next, the Company determined that the Sponsor Earnout Shares represent a freestanding equity-linked financial instrument to be evaluated under ASC 480 and ASC 815-40. Based upon the analysis, the Company concluded that the Sponsor Earnout Shares should not be classified as a liability under ASC 480.

The Company next considered the equity classification conditions in ASC 815-40-25. The earnout does not meet the criteria in ASC 480-10-25, above, for liability classification and therefore is not within the scope of ASC 480. Specifically:

The arrangement is not a liability under ASC paragraph 480-10-25-8 because (a) it does not embody an obligation to repurchase the issuer’s shares (nor is it indexed to the obligation) and (b) it would not require the issuer to settle the obligation by transferring assets. Additionally, the arrangement is not a liability under ASC paragraph 480-10-25-14 because it does not embody an obligation that ExcelFin may settle by issuing a variable number of its shares (it embodies an obligation that ExcelFin may be required to settle by delivering a fixed number of its shares).

There are 1,350,000 Sponsor Earnout Shares. There is one trigger in the provisions that results in the earning of the shares — a specific stock price. The following table presents the potential impact of the Sponsor Earnout Shares on shares outstanding and earnings per share as presented in the pro forma financial information.

	For the year ended December 31, 2023
	Pro forma Minimum Redemption		Pro forma Maximum Redemption
Weighted average shares outstanding – common stock (as presented)		25,949,344		25,145,358
Potential Sponsor Earnout Shares		1,350,000		1,350,000
Potential Baird Medical Earnout Shares		8,823,529		8,823,529
Weighted average shares outstanding – common stock (as adjusted)		36,122,873		35,318,887
Basic and diluted net loss per share – common stock (as presented)		0.05		0.05
Basic and diluted net loss per share – common stock (as adjusted)		0.04		0.04

Payment of deferred underwriting fee

Sponsor founder shares transferred to non-redeeming shareholders (1,250,000 shares @$10.71 (closing price on December 31, 2023))

Sponsor surrender or warrants in connection with the business combination (11,700,000 Warrants at @$0.02 (closing price on December 31, 2023))

Reflects the fair value of the Baird Medical Earnout Shares. The Company utilized a Monte Carlo simulation analysis to determine the fair value of the earnout. In a Monte Carlo simulation, a computer is used to generate random price movements, which are constrained by the expected volatility of the underlying security. Key assumptions included: stock price of $10.71; dividend of 0%, term of 8 years, risk free rate of 3.81% and volatility of 50%. 8,823,529 ordinary shares will fully vest if Baird Medical’s Ordinary Share price either (i) equals or exceeds $12.50 per share (subject to adjustments) for any 20 out of 30 consecutive trading days within an eight (8) year period, or (ii) a Change of Control event occurs within an eight (8) year period, assuming that the corresponding valuation implied by the Change of Control event is greater than or equal to the $12.50 per share price target.

Ms. Wu, the Company’s founder, chief executive officer and chairperson of the board of directors, would from time to time enter into loan arrangements from, and/or in favor of, the Company or one or more of its subsidiaries, such as the loans underlying the amounts due from Ms. Wu as of December 31, 2023. As of the date of this proxy statement, the $0.4 million of amount due from Ms.Wu as of December 31, 2023 was fully settled.

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As the settlement of liabilities would exceed cash on hand under this scenario, the Company has included an assumption of a ceiling of either additional borrowing from related parties or potential bank debt, or vendor liabilities unsettled (i.e. negative cash reclassified to liabilities on the balance sheet) necessary to occur in order to complete the business combination. Assumes a 12-month term with an annual interest rate of 8.5%, the U.S. bank prime loan rate. If the annual interest rate were to vary by 1/8th of one percent, it would change the interest expense incurred by $14,291 per annum.

The accounting for the Baird Medical Earnout Shares was first evaluated under ASC 718 to determine if the arrangement represents a share-based payment arrangement. Because there are no service conditions nor any requirement of the participants to provide goods or services, the Company determined that the Baird Medical Earnout Shares are not within the scope of ASC 718.

Next, the Company determined that the Baird Medical Earnout Shares represent a freestanding equity-linked financial instrument to be evaluated under ASC 480 and ASC 815-40. Based upon the analysis, the Company concluded that the Baird Medical Earnout Shares should not be classified as a liability under ASC 480.

The Company next considered the equity classification conditions in ASC 815-40-25 and concluded that all of them were met. Therefore, the Baird Medical Earnout Share arrangement is appropriately classified in equity. We specifically considered the control of control provision in assessing the scope exception for an entity’s own stock. The Business Combination Agreement provides that the Company will issue to the Baird shareholders aggregate consideration of 20,588,235 shares of PubCo Ordinary Shares at the effective time of the Business Combination Agreement, plus up to an additional 8,823,529 shares of PubCo Ordinary Shares (the “Earnout Shares”) upon the occurrence of the achievement of certain volume weighted average prices (“VWAP”) of the PubCo Ordinary Shares. Further, upon a change of control of PubCo the Baird Medical Earnout Shares are due Baird Medical shareholders but subject to (and only to the extent that) the valuation of the PubCo Ordinary Shares implied by such change of control transaction meeting the VWAP. In evaluating the change of control provision under step two, the Company determined that the change of control provision includes a stock price element and that the manner in which the change in control price is determined and VWAP are both reasonable means in which to measure the fair value of PubCo’s Ordinary Shares as the change of control price is based on the implied value of the change of control transaction and as such the change of control provision is considered indexed to PubCo’s own Ordinary Shares.

As the merger is expected to be accounted for as a reverse recapitalization, the fair value of the Baird Medical Earnout Share arrangement will be accounted for as an equity transaction as of the closing date of the merger. As such, this adjustment to accumulated deficit and additional paid in capital is for the estimated fair value of the Baird Medical Earnout Shares.

There are 8,823,529 Baird Medical Earnout Shares. There is one trigger in the provisions that results in the earning of the shares — a specific stock price. The following table presents the potential impact of the Baird Medical Earnout Shares on shares outstanding and earnings per share as presented in the pro forma financial information.

	For the year ended December 31, 2023
	Pro forma Minimum Redemption		Pro forma Maximum Redemption
Weighted average shares outstanding – common stock (as presented)		25,949,344		25,145,358
Potential Sponsor Earnout Shares		1,350,000		1,350,000
Potential Baird Medical Earnout Shares		8,823,529		8,823,529
Weighted average shares outstanding – common stock (as adjusted)		36,122,873		35,318,887
Basic and diluted net loss per share – common stock (as presented)		0.05		0.05
Basic and diluted net loss per share – common stock (as adjusted)		0.04		0.04

Note 4 — Transaction Accounting Adjustments to the ExcelFin and Target Group Unaudited Pro Forma Condensed Combined Statement of Operations for the Year Ended December 31, 2023

The transaction accounting adjustments included in the unaudited pro forma condensed combined statement of operations for the year ended December 31, 2023 are as follows:

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(AA)

Reflects the elimination of interest income in the Trust Account

(BB)

Interest expense will increase as a result of the expected financing transactions described in (O) on the balance sheet. For purposes of determining the impact on the Unaudited Pro Forma Condensed Combined Statements of Income, interest expense was estimated for new borrowings based on the U.S. bank prime loan rate of 8.5 percent. If the annual interest rate were to vary by 1/8th of one percent, it would change the interest expense incurred by $14,291 per annum.

Note 5 — Loss Per Share

Net loss per share calculated using the historical weighted average shares outstanding, and the issuance of additional shares in connection with the Business Combination assuming the shares were outstanding since January 1, 2022. As the Business Combination is being reflected as if it had occurred at the beginning of the periods presented, the calculation of weighted average shares outstanding for basic and diluted net loss per share assumes that the shares issuable relating to the Business Combination have been outstanding for the entire period presented. If the maximum number of shares are redeemed, this calculation is retroactively adjusted to eliminate such shares for the entire periods.

The unaudited pro forma condensed combined financial information has been prepared for two redemption scenarios for the year ended December 31, 2023, after giving effect to the April 25, 2024 redemption.

Year ended December 31, 2023	Target Group Historical		ExcelFin Historical		Pro forma Minimum Redemption		Pro forma Maximum Redemption
Weighted average shares outstanding – common stock		29,412		—		36,123		36,319
Basic and diluted net income per share – common stock		0.36		—		0.04		0.04
Weighted average shares outstanding – common stock subject to redemption		—		9,417		—		—
Basic and diluted net income per share – common stock subject to redemption		—		(0.22)		—		—
Weighted average shares outstanding – common stock		—		5,750		—		—
Basic and diluted net income per share – common stock		—		(0.22)		—		—

Presented below are the components of outstanding shares as of December 31, 2023, after giving effect to the April 25, 2024 redemption. (Amounts not in thousands)

	Minimum redemption			Maximum redemption
Public stockholders		833,986	2.3%		30,000	0.1%
Sponsor(1)		5,750,000	15.9%		5,750,000	16.2%
Target Group		20,588,235	57.0%		20,588,235	58.3%
Baird Earnout		8,823,529	24.4%		8,823,529	25.0%
Sponsor Loan		127,123	0.4%		127,123	0.4%
Total		36,122,873			35,318,887

(1)

1,350,000 subject to forfeiture

Presented below are the potentially dilutive share equivalents as of December 31, 2023, after giving effect to the April 25, 2024 redemption.

	Public warrants					11,500,000
	Private warrants					11,700,000
	Total					23,200,000

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COMPARATIVE SHARE INFORMATION

The following table sets forth the historical comparative share information for Target Group and ExcelFin on a stand-alone basis and the unaudited pro forma combined share information for the year ended December 31, 2023, after giving effect to the Business Combination, (1) assuming no ExcelFin stockholders exercise redemption rights with respect to their ExcelFin Class A Common Stock upon the consummation of the Business Combination; (2) assuming that ExcelFin stockholders exercise their redemption rights with respect to 48.2% shares of ExcelFin Common Stock upon consummation of the Business Combination and (3) assuming that ExcelFin stockholders exercise their redemption rights with respect to a maximum of 444,830 shares of ExcelFin Common Stock upon consummation of the Business Combination. The number of shares redeemed may vary. PubCo has 29,411,764 shares outstanding as of December 31, 2023. Each of those shares will remain outstanding in the Business Combination. Therefore, the exchange ratio for those shares is 1-to-1.

You should read the information in the following table in conjunction with the selected historical financial information summary included elsewhere in this proxy statement/prospectus, and the historical financial statements of ExcelFin and Target Group and related notes that are included elsewhere in this proxy statement/prospectus. The unaudited pro forma combined share information is derived from, and should be read in conjunction with, the unaudited pro forma combined consolidated financial statements and related notes included elsewhere in this proxy statement/prospectus.

The unaudited pro forma combined earnings per share information below does not purport to represent the earnings per share which would have occurred had the companies been combined during the periods presented, nor earnings per share for any future date or period.

(Amounts in thousands, except for per share data)

	Target Group (Historical)			ExcelFin (Historical)			Pro Forma Combined Assuming No Additional redemptions in Cash			Pro Forma Combined Assuming 48.2% Redemptions in Cash			Pro Forma Combined Assuming Maximum Redemptions 96.4% in Cash
For the Year Ended December 31, 2023
Net income (loss)		$	10,546		$	(3,288)		$	1,348		$	1,348		$	1,348
Weighted average shares outstanding, basic and diluted			29,411,765						36,122,873			35,720,880			35,318,887
Net income (loss) per share – basic and diluted		$	0.36		$	(0.22)		$	0.04		$	0.04		$	0.04
Book value per share – basic and diluted		$	1.21		$	(0.76)		$	0.96		$	0.81		$	0.67
Cash dividends per share – basic and diluted		$	0.00		$	0.00		$	0.00		$	0.00		$	0.00
Weighted average shares outstanding – Class A Common Stock subject to redemption						9,417,482
Net income per share Class A Common Stock subject to redemption – basic and diluted						(0.22)
Weighted average shares outstanding – Class B Common Stock						5,750,000
Net income per share Class B Common Stock – basic and diluted						(0.22)

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RISK FACTORS

Stockholders should carefully consider the following risk factors, together with all of the other information included in this proxy statement/prospectus, before deciding whether to vote or instruct their vote to be cast to approve the Proposals described in this proxy statement/prospectus.

Unless the context otherwise requires, all references in this section to “Baird Medical,” or the “Company” refer to Baird Medical and its subsidiaries prior to the consummation of the Business Combination, which will be the business of PubCo and its subsidiaries following the consummation of the Business Combination. References to “we,” “us” or “our” refer to ExcelFin prior to Closing. The occurrence of one or more of the events or circumstances described in these risk factors, alone or in combination with other events or circumstances, may have a material adverse effect on the business, financial condition, results of operations, cash flows and future prospects of PubCo, in which event the market price of PubCo Ordinary Shares could decline, and you could lose part or all of your investment. The risk factors described below are not necessarily exhaustive and you are encouraged to perform your own investigation with respect to the business of Baird Medical.

Risk Factors Relating to Baird Medical’s Business and Industry

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.

The history of the Target Group traces back to June 2012 when Baide Suzhou Medical Co., Ltd., a limited liability company formed in the PRC (“Baide Suzhou”), was established by Haimei Wu, her husband, Wenyuan Wu, and two other independent third parties. Thereafter, the Company commenced its business, which consisted of the distribution of general medical devices in Guangdong, China. In May 2017, Baide Suzhou acquired a 51% equity interest in Nanjing Changcheng Medical Equipment Co., Ltd., a limited liability company formed in the PRC in January 2016 (“Nanjing Changcheng”) and expanded the Company’s business to include the development and provision of microwave ablation medical devices in China. In March 2019, Baide Suzhou acquired the remaining 49% equity interest in Nanjing Changcheng, and Nanjing Changcheng became a wholly owned subsidiary of Baide Suzhou. Over the years, Baird Medical has developed a strategically managed network with hospitals and medical device distributors, and has gradually expanded its market share in the distribution and sales of microwave ablation medical devices in the PRC.

The short operating history of Baird Medical may not serve as an adequate basis for evaluating Baird Medical’s prospects and future operating results, including, but not limited to, Baird Medical’s key operating data, net revenue, cash flows and operating margins. In addition, the microwave ablation medical devices industry in China is at an early stage of development and will continue to evolve. There is no guarantee that hospitals or distributors will accept the microwave ablation medical devices at a price point that Baird Medical will deem acceptable. In addition, we may not generate sufficient revenues to cover costs which would have a negative impact on the business, financial results and results of operation. As a result, you may not be able to fully discern the market dynamics that Baird Medical is subject to in order to assess its business prospects. Baird Medical has encountered, and may continue to encounter, risks, challenges and uncertainties frequently experienced by companies at an early stage, including those relating to its ability to adapt to the industry, to maintain and monetize its customer base, to introduce new offerings and services and to maintain consistent business growth. If Baird Medical is unable to successfully address these risks, challenges and uncertainties, Baird Medical’s business, financial condition and results of operations could be materially and adversely affected.

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 cannot assure you that its historical operating results, and in particular its high gross profit margin, will be indicative of future performance for various reasons, including that the success of Baird Medical’s existing and new products is uncertain, changes in the market and the regulatory environment, as well as Baird Medical’s ability to manage its sales network and the intensified competition in the microwave ablation medical device market in China. For example, Baird Medical’s profitability for future years may be negatively affected by low-margin sales and competition strategies adopted by Baird Medical’s competitors, increasing costs of raw materials and increasing sale and distribution costs occurring as a result of the

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expansion of Baird Medical’s sales and distribution network. As a result, Baird Medical’s gross profit margin may not be sustainable. Investors should not rely on Baird Medical’s historical results as an indication of its future financial or operating performance.

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 needs to complete regulatory filings or obtain registration certificates for its microwave medical devices from the National Medical Products Administration in the PRC (the “NMPA”) or its local branches at the provincial or prefectural city level. In China, medical devices are classified into Class I, Class II and Class III, depending on the degree of risk associated with each medical device and the amount of oversight required to ensure safety and effectiveness. Class I medical devices need to be filed with the local branches at the prefectural city level of the NMPA before they can be commercialized. Class II and Class III medical devices are examined by the provincial branches of the NMPA and the NMPA, respectively, and are required to obtain registration certificates from competent authorities for commercialization. The filing and registration process is unpredictable, may be lengthy and costly, and depends on numerous factors, for example, authorities may require Baird Medical to conduct clinical trials or monitoring as a precondition for certain approvals. Even if the microwave ablation medical devices offered by Baird Medical are to successfully obtain approval from the regulatory authorities, that approval might significantly limit the approved indications for use, require that precautions, contraindications or warnings be included on the product labelling. Following an approval for commercial sale of Baird Medical’s product candidates, certain changes to the product, such as changes in manufacturing processes and changes to product labelling, may be subject to additional review and approval by the NMPA and/or comparable regulatory authorities.

In addition, even if Baird Medical obtains the registration certificates for its microwave ablation medical devices, if Baird Medical or other third parties later identify safety issues with its microwave ablation medical devices, Baird Medical may be forced to suspend sales and marketing, and regulatory authorities may cancel the registration certificates for such medical devices.

Moreover, registration certificates for medical devices have a five-year term and must be renewed by filing renewal applications with the NMPA or its provincial branches at least six months prior to the expiration of the certificate. 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) a number of 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); Disposable Microwave Ablation needle, Models G-20-25, G-20-21, G-20-18, G-20-15, G-18-25, G-18-21, G-18-18, G-18-15, G-16-20, G-16-15, G-16-10, G-16-08 Class III on December 4, 2023; Disposable Microwave Ablation Needles, Models J-20-15-XT, J-20-12-XT, J-20-10-XT, J-20-08-XT, J-20-05-XT, J-18-15-XT, J-18-12-XT, J-18-10-XT, J-18-08-XT, J-18-05-XT, J-16-15-XT, J-16-12-XT, J-16-10-XT, J-16-08-XT, J-16-05-XT, J-14-15-XT, J-14-12-XT, J-14-10-XT, J-14-08-XT, and J-14-05-XT Class III on March 19, 2024; and (iii) one registration certificate for disposable sterile biopsy needle (Disposable Sterile Biopsy Needle, Model BN-MAR-1, Class II on August 30, 2023). When deciding whether or not to grant renewal, the NMPA or its provincial branches usually focuses on, among other things, whether the product conforms to the latest applicable standards or quality requirements and whether the registrant files a registration renewal application within the prescribed time limit. With respect to a medical device used for treating rare diseases or urgently needed to respond to public health emergencies, the NMPA or its provincial branches will also focus on

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whether the matters as specified in the medical device registration certificate have been completed within a prescribed time limit as required by the registration approval authority. If the NMPA or its provincial branches decide not to grant the renewal of registration certificates held by Baird Medical or require Baird Medical to obtain additional registration certificates, Baird Medical will not be able to continue to manufacture and sell the relevant microwave medical devices, which would have a material and adverse effect on Baird Medical’s business, financial condition and results of operations.

Baird Medical may not be able to maintain or renew all the permits, licenses and certificates required for its business and operations.

Major aspects of Baird Medical’s operations, including product registration or filing, manufacturing, packaging, sales and distribution, pricing and environmental protection, are regulated by comprehensive local, regional and national regulatory regimes. For example, in China, in addition to the registration certificates, companies engaging in manufacturing of Class II and Class III medical devices are required to obtain and maintain a Manufacture License for Medical Devices. Companies engaging in the operation and sale of Class III medical devices are also required to obtain and maintain a Business Operation License for Medical Device. Such permits, licenses and certificates are subject to periodic reviews and renewals by relevant government authorities. There can be no assurance that the relevant authorities will approve the application for such permits, licenses and certificates or their renewal in the future. Failure to comply with relevant regulations or obtain or renew any permit, license or certificate necessary for the operations of Baird Medical may result in penalties, fines, governmental sanctions, proceedings and/or suspension or revocation of its permits, licenses or certificates necessary to conduct its business, and may also result in the issuance of an order to suspend or cease operations and the confiscation of income derived from non-compliant activities.

In addition, the regulatory framework for the microwave medical device industry in China is constantly evolving, and Baird Medical expects it will continue to evolve. In recent years, the healthcare regulatory framework in China has undergone significant changes, including changes with respect to quality control, supply, pricing and the tender process for medical devices. Baird Medical cannot predict the likelihood, nature or extent of regulatory changes that may arise from future legislation in China. Furthermore, if new regulations come into effect, Baird Medical may be required to obtain additional permits, licenses or certificates. There is no assurance that Baird Medical will respond successfully and timely to such changes. Such changes may also result in increased compliance costs or prevent Baird Medical’s successful development, manufacture and commercialization of products in China, which would adversely affect Baird Medical’s business, financial condition and results of operations.

Baird Medical cannot assure you that it will not be subject to any warning, investigations or penalties in the future. If any part of the business of Baird Medical’s subsidiaries operates without obtaining proper approvals, licenses or permits as required by the new laws or regulations, such entities may become subject to various penalties, including fines, termination or restrictions on the business of Baird Medical’s subsidiaries, or revocation of business licenses held by these entities, which may materially and adversely affect Baird Medical’s business, financial conditions and results of operations.

Baird Medical may fail to maintain or renew its relationship with existing distributors and customers, or maintain its sales network.

Baird Medical’s growth and future success depend upon its ability to maintain good relationships with its customers and solidify its market position. Baird Medical’s ability to maintain good relationships with existing customers and attract new customers significantly depends on, among other things, Baird Medical’s ability to continuously anticipate and effectively respond to changing customers’ demands and preferences, and anticipate and respond to changes in the competitive and changing landscape of the industry. Baird Medical may face significant challenges and risks in managing a geographically dispersed distribution network and retaining the individuals who make up that network. In the event that Baird Medical cannot maintain good relationships with its customers, or maintain or guarantee the high quality of its microwave ablation medical devices, Baird Medical’s business and financial performance will be adversely affected. In addition, if some or all of Baird Medical’s current customers were to decrease their orders for Baird Medical’s products, there can be no assurance that Baird Medical would be able to identify an alternative customer or customers as a replacement. This risk is magnified by the fact that Baird Medical’s customer base is concentrated. For the

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year ended December 31, 2023, Guangdong Provincial Hospital of Traditional Chinese Medicine and one distributor accounted for 14.3% and 10.4% of the Company’s total revenue, respectively, whereas for the year ended December 31, 2022, one customer, Zhuhai People’s Hospital, accounted for 10.3% of the Company’s total revenue, and for the year ended December 31, 2021, two customers, Guangdong Provincial People’s Hospital and Zhuhai People’s Hospital, accounted for 13.7% and 12.0% of the Company’s total revenue, respectively.

Baird Medical relies largely on delivery service providers and distributors to distribute products to hospitals. The performance of Baird Medical’s deliverers and distributors and the ability of Baird Medical’s distributors to distribute products and expand its businesses and its sales network are crucial to the growth of Baird Medical’s business and may directly affect Baird Medical’s sales volume and profitability. Any reduction, delay or cancellation of orders from distributors, or any failure to renew the agreements with deliverers and distributors or failure to timely identify and engage additional or replacement distributors upon the loss of one or more of Baird Medical’s deliverers or distributors, may cause fluctuations or declines in Baird Medical’s revenue or the sustainability of its growth and have a material and adverse effect on Baird Medical’s business, financial condition and results of operations. In addition, a decline in the performance of Baird Medical’s distributors could have a negative impact on Baird Medical’s results of operations.

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

Demand for, prices of, and ability to sell products offered by Baird Medical is impacted by the availability of governmental and private health insurance in China for treatments using its products. China has a complex medical insurance system that is currently undergoing reform. The governmental insurance coverage or reimbursement level in China for new procedures and the medical devices used in such procedures varies from region to region and is subject to uncertainty, as the PRC government may change, reduce, or eliminate the governmental insurance coverage then available for treatments using Baird Medical’s products. Baird Medical’s products are included in the medical insurance reimbursement list in ten provinces in China. Baird Medical has sold products to direct customers in eight of these provinces, namely Guangdong Province, Fujian Province, Jiangxi Province, Hebei Province, Henan Province, Yunnan Province, Shanxi Province and Jiangsu Province. Baird Medical cannot assure you that its products and pipeline products (upon commercialization) will be included in the medical insurance reimbursement list at all times, or at all. To the extent that Baird Medical’s products are not included in the medical insurance reimbursement list or if any such insurance schemes are modified or cancelled which result in the removal of any such products from medical insurance catalogues, hospitals may recommend and patients may choose alternative treatment methods, which will reduce demand for Baird Medical’s products, and its sales may be adversely impacted or not able to achieve expected levels.

In addition, the national medical insurance program in China will generally reimburse patients for a higher percentage of the product cost if they use a medical device manufactured by a Chinese domestic company as opposed to an imported device. Baird Medical cannot guarantee that this favorable policy will be maintained in the future. Moreover, Baird Medical may need to lower the prices of its products in order to have them included in the medical insurance reimbursement list.

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.

Baird Medical has five types of pipeline products. In order to obtain the registration certificates for Class III medical devices, such pipeline products are required to go through product registration testing to demonstrate their safety and effectiveness. Such testing is conducted by third party testing institutions recognized by the NMPA. The product registration testing schedule of these testing institutions is beyond Baird Medical’s control, and Baird Medical cannot assure you that its pipeline products will pass these tests in a timely manner, or at all.

In order to obtain the registration certificates for Class III medical devices for Baird Medical’s pipeline products, Baird Medical is required to conduct, at its own expense, clinical trials, unless such products fall under certain exemptions as decided by the relevant authorities. Clinical trials may be expensive, and the duration of a clinical trial generally varies substantially with the type, complexity, novelty and intended use of

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the product. In the past, clinical trials for Baird Medical’s products have taken one to two years to complete, depending on the complexity and degree of innovation of the products. Delays or setbacks may occur in clinical trials for many reasons, including but not limited to:

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failure to begin or complete clinical trials due to disagreements with regulatory authorities;

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disagreement about Baird Medical’s interpretation of data from clinical trials;

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failure of clinical trial results to meet the level of statistical significance required for approval;

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failure to enroll sufficient patients in clinical trials; or

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clinical sites, or other parties that participate in clinical trials, deviating from trial protocol or failing to conduct the clinical trial in accordance with regulatory requirements, or dropping out of the clinical trial.

Baird Medical cannot guarantee that clinical trials will demonstrate safety and effectiveness results as expected. Furthermore, success in testing procedures does not guarantee success in clinical trials. Negative or inconclusive results or safety issues associated with its pipeline products could cause Baird Medical or regulatory authorities to interrupt, delay, suspend or terminate clinical trials, or could result in the delay or denial of regulatory approvals from the NMPA. Failure in product registration testing or clinical trials or any other failure to adequately demonstrate the safety and effectiveness of any of the pipeline products would prevent receipt of the required regulatory approvals from the NMPA in a timely manner or at all and, ultimately, the commercialization of those pipeline products. In addition, if Baird Medical experiences delays in any other non-clinical development stage of any of its pipeline products, the commercial prospects of those products may also be harmed, the product development and approval process may be delayed, Baird Medical’s costs may be increased, and Baird Medical’s ability to generate sales revenue from any of these products would be jeopardized.

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.

The NMPA published the Microwave Ablation Equipment Guidelines on November 25, 2021, which stipulate that microwave ablation equipment should be administrated as a Class III medical device under the Medical Device Classification Catalog. Hence, only Class III medical device registration certificates will be considered for all new microwave ablation needle registrations. In addition, the Microwave Ablation Equipment Guidelines stipulate that (i) applicants applying for Class III registration certificates for microwave ablation equipment should set out the scope of application of their microwave ablation equipment based on the characteristics of the product, limit or modify the scope of application of their microwave ablation equipment based on clinical data, the relevant clinical diagnosis and treatment specifications; and (ii) the scope of application should clearly identify the specific organs or tissues on which the microwave ablation equipment is to be applied.

Baird Medical has engaged Nanjing Huitong Medical Technology Co., Ltd.(“NH”), a third party research institution, to provide services in connection with the applications for (i) Class III medical device registration certificates specifically approved for the treatment of liver cancer and thyroid nodules for all existing models of Baird Medical’s Class II microwave ablation needles; and (ii) expanding the indications on Baird Medical’s Class III medical device registration certificate to include breast lumps, pulmonary nodules, varicose veins, bone tumors and uterine fibroids, which all such indications are expected to be obtained by 2025 or 2026.

However, because delays in product registration testing and clinical trials may occur due to the factors that are beyond Baird Medical’s control, Baird Medical cannot guarantee that the above applications will be completed and approved in a timely manner, or at all. If Baird Medical fails to obtain Class III medical device registration certificates for its Class II medical devices before the expiration of its existing Class II medical device registration certificates, Baird Medical’s ability to generate sales revenue from such medical devices will be negatively impacted.

Baird Medical may fail to effectively manage its deliverers or distributors. Actions taken by Baird Medical’s deliverers or distributors in violation of the framework agreements or sales guidelines could materially and adversely affect Baird Medical’s business, prospects and reputation.

Baird Medical has limited control over the operations and actions of the deliverers or distributors engaged by Baird Medical. Baird Medical relies on framework agreements and sales guidelines and policies to manage

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the deliverers or distributors engaged by Baird Medical, including their compliance with laws, rules, regulations and policies. Baird Medical cannot guarantee that it will be able to effectively manage these deliverers or distributors, or that these deliverers or distributors will not breach their agreements with or the policies of Baird Medical. If these deliverers or distributors take one or more of the following actions, Baird Medical’s business, results of operations, prospects and reputation may be adversely affected:

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breaching the framework agreements, including by selling products to customers other than their designated hospitals;

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failing to deliver products to designated hospitals in a timely manner;

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failing to maintain the requisite licenses, permits or approvals, or failure to comply with applicable regulatory requirements when selling the products offered by Baird Medical; or

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violating anti-corruption, anti-bribery, anti-competition or other laws and regulations of China or other jurisdictions.

Any violation or alleged violation by the deliverers or distributors engaged by Baird Medical of the framework agreements, sales guidelines and policies or any applicable laws and regulations could result in the erosion of Baird Medical’s goodwill, a decrease in the market value of Baird Medical’s brand and negative public perception of the quality of Baird Medical’s products, resulting in a material adverse effect on Baird Medical’s business, financial condition, results of operations and prospects.

Moreover, some of the distributors may engage sub-distributors or deliverers to distribute the products offered by Baird Medical. Baird Medical does not engage these sub-distributors or deliverers directly or maintain contractual relationships with them, and mainly relies on the distributors to manage and control them in accordance with regulatory requirements and the terms of the framework agreements entered into with the distributors. As a result, Baird Medical has limited control over these sub-distributors and deliverers. There is no assurance that these sub-distributors and deliverers will comply with the geographical restrictions agreed to by Baird Medical’s deliverers or distributors, will distribute only to authorized hospitals or other medical institutions or will comply with other distribution requirements under the framework agreements or sales guidelines. Baird Medical has no direct legal recourse against such sub-distributors and deliverers if their activities cause harm to Baird Medical’s business or reputation. Furthermore, Baird Medical cannot assure you that it will be able to identify or correct all the sub-distributors’ and deliverers’ practices that are detrimental to Baird Medical’s business in a timely manner or at all, which may adversely affect Baird Medical’s results of operations and reputation.

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, in response to changes in market conditions.

Baird Medical believes that its ability to continue to develop and launch new products is crucial to its continued success. Baird Medical cannot guarantee that it will be successful in developing new products or that it will be able to identify promising product development opportunities. Development of new products and technologies, and improvements to existing products and technologies, requires substantial technical, financial and human resources. Baird Medical conducts in-house research and development, and actively pursues collaborations with third parties in developing pipeline products. See the section entitled “Business — Research and Development.” However, Baird Medical cannot assure you that such efforts will be able to deliver the intended results.

Even if Baird Medical is able to develop new medical devices and obtain the necessary registration certificates to commercialize such products, Baird Medical cannot guarantee that any new medical devices will be commercially successful or that such products will yield the anticipated returns to cover Baird Medical’s investment. Medical technology is a rapidly developing and highly competitive field, with new breakthroughs occurring and new treatments and technologies being developed frequently. Baird Medical cannot assure you that it will be able to respond to emerging market trends and introduce new products into the market in a timely and effective manner.

If Baird Medical has difficulty launching new services, our reputation may be harmed and our financial results adversely affected. Baird Medical has focused its product portfolio on microwave ablation medical

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devices. Baird Medical cannot guarantee that microwave ablation treatments using its products, especially in the ablation of tumors in the thyroid, breast, lung and liver on which Baird Medical focuses, will not be replaced by more advanced or disruptive treatments or technologies. Moreover, Baird Medical’s competitors may launch new and competing products before Baird Medical does so, its competitors may market such products in a more effective manner, or Baird Medical’s end customers may prefer their competitors’ products. Baird Medical’s business may not continue to grow as expected, which could decrease demand for Baird Medical’s products or cause such products to become obsolete. Baird Medical may not be able to respond and adapt to the introduction of new treatments, products or technologies or develop products that continue to be in demand in response to changes in market conditions in a timely manner, in which case Baird Medical may not be able to maintain or enhance its market share in the microwave ablation medical device industry, and Baird Medical’s business, results of operations and prospects may be materially and adversely affected.

In addition, Baird Medical may focus its efforts and resources on pipeline products or other potential technologies that are ultimately unsuccessful, and Baird Medical’s business, financial condition and results of operations may be materially and adversely affected as a result.

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

The design, manufacture and marketing of medical devices involve certain inherent risks. Baird Medical’s microwave ablation medical devices are designed to be used in surgeries and any quality defect may result in serious clinical incidents and product liability claims. Product liability claims against Baird Medical’s products may include allegations of defects in design and manufacturing, improper handling or transportation of products, negligence, strict liability and breach of warranties. Although Baird Medical has established measures to ensure the quality of its products, Baird Medical may be subject to product liability claims if its products have latent quality issues that were undetected during inspections and quality control. Even if Baird Medical’s products do not have latent defects, other factors that are out of its control, such as the quality and skill of doctors using its products and the surgery methodology and the choice of products used during surgery, may affect the safety and outcome of the surgery. Patients may still initiate legal proceedings against Baird Medical, and hospitals and doctors may claim, with or without merit, that Baird Medical’s products have latent defects. Irrespective of the merits or eventual outcome, product liability claims may result in:

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decreased demand for Baird Medical’s products;

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damage to Baird Medical’s reputation;

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withdrawal of clinical trial participants;

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a diversion of management’s time and attention and Baird Medical’s resources;

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substantial monetary compensation to trial participants or patients;

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product recalls, withdrawals or marketing or promotion restrictions;

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loss of revenue;

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the inability to commercialize Baird Medical’s pipeline products; and

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a decline in the trading price of PubCo’s Ordinary Shares.

Furthermore, as Baird Medical does not maintain product liability insurance, it will not be able to seek compensation under any insurance policy for losses sustained as a result of product liability claims. Product liability insurance for these types of claims is becoming more limited and Baird Medical may also be unable to acquire such insurance at a reasonable cost or in an amount adequate to satisfy any liability that may arise. In any such event, Baird Medical’s business, financial condition and results of operations would be adversely and materially affected.

The growth and success of Baird Medical’s business depends on its ability to successfully market its products to hospitals through tender processes.

Baird Medical’s future growth and success significantly depends on its ability to successfully market its products to hospitals, either directly or through deliverers or distributors. Baird Medical’s microwave ablation

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medical devices being sold to public hospitals are required to go through a standard public tender process established in some provinces and regions. of China. Other hospitals may organize their own tender process to select suppliers for medical devices. If Baird Medical’s microwave ablation medical devices win the bids, such products would be qualified for future procurement by public hospitals in that particular region and the bidding prices would generally determine the maximum retail price of such products.

Baird Medical’s bids during the public tender process may not be successful and its products may not be chosen for a number of reasons, including where: (i) prices are not competitive; (ii) Baird Medical’s products fail to meet the technical or quality requirements imposed by the hospitals; (iii) the products are less clinically effective than competing products; (iv) Baird Medical’s reputation is adversely affected by unforeseeable events; or (v) Baird Medical’s quality of service or any other aspect of Baird Medical’s operation fails to meet the relevant requirements. If Baird Medical is unable to win the bids during the public tender process, Baird Medical’s ability to expand its overall sales network may be limited, which may in turn materially and adversely affect its business and results of operations.

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.

Pursuant to the relevant laws and regulations in the PRC, the PRC subsidiaries of Baird Medical are required to open registration accounts for social insurance and the housing provident fund, in addition to making contributions to social insurance and the housing provident fund for its employees. The PRC subsidiary that is a party to the relevant employment contract, and not the branch office where the employee works, is required to make the social insurance and housing provident fund contributions. For the fiscal year ended December 31, 2021 and through May 31, 2022, Baird Medical had (i) engaged third-party human resource agencies to pay social insurance and housing provident funds for some of its employees; (ii) failed to make full contributions to social insurance and the housing provident fund for some of its employees as required by the relevant PRC laws and regulations; and (iii) Baide Suzhou, the entity that entered into employment contracts with its employees, failed to make the social insurance and housing provident fund contributions for some of its employees. Instead, such contributions were made by Baide Suzhou’s Guangdong branch office. As a result, the PRC subsidiaries of Baird Medical may be required by the relevant authorities to pay the outstanding amount and could be subject to late payment penalties or an enforcement application made to the court. Baird Medical has accounted for these historical inadequate contributions in its financial statements included elsewhere in this proxy statement/prospectus. For the fiscal years ended December 31, 2022 and 2023, the aggregate outstanding amount of social insurance and housing provident fund contributions were $0.4 million and $0.3 million, respectively. Baird Medical has also arranged for the branch office of the relevant subsidiary to enter into new employment contracts with the relevant employees and has made the appropriate social insurance and housing provident fund contributions. Baird Medical cannot assure you that the relevant local government authorities will not require that the relevant PRC subsidiaries pay the outstanding amount within a specified time frame, or that they will not impose late fees or fines, which may materially and adversely affect Baird Medical’s financial condition and results of operations.

On July 20, 2018, the General Office of the Communist Party of China and the General Office of the State Council of the PRC issued the Reform Plan of the State Tax and Local Tax Collection Administration System (the “Reform Plan”). Pursuant to the Reform Plan, starting on January 1, 2019, tax authorities shall be responsible for the collection of social insurance contributions in the PRC.

Baird Medical relies on marketing service providers in the development and marketing of its products.

Baird Medical’s relationships with marketing service providers play an important role in its sales and marketing activities. Baird Medical actively interacts with doctors and marketing service providers to gain first-hand knowledge of unmet clinical needs, doctors’ preferences and clinical practice trends, all of which are critical to Baird Medical’s ability to develop new market-responsive products and improve its existing products. In addition, Baird Medical engages marketing service providers as a part of its marketing strategy, which enables Baird Medical to strengthen the promotion of its products to end-users by leveraging the sales and marketing expertise. of these marketing service providers. See the section entitled “Information about Baird Medical — Branding and Marketing.”

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Baird Medical cannot assure you that it will be able to maintain or strengthen its relationships with these industry participants, or that its efforts to maintain or strengthen such relationships will yield the successful development of new products or increased sales. These industry participants may leave their roles, change their business or practice focus, choose to no longer cooperate with Baird Medical or choose to cooperate with Baird Medical’s competitors instead. Even if they continue to cooperate with Baird Medical, their market insights and perceptions, which Baird Medical considers in its research and development process, may be inaccurate and lead Baird Medical to develop products that do not have significant market potential. Even if their insights and perceptions are correct, Baird Medical may fail to develop commercially viable products. Moreover, Baird Medical cannot assure you that its marketing strategy will continue to be effective. If Baird Medical is unable to develop new products or generate returns from its relationships with industry participants as anticipated, or at all, Baird Medical’s business, financial condition and results of operations may be materially and adversely affected.

Baird Medical has relied on and expects to continue to rely on third parties to supply raw materials to manufacture microwave ablation medical devices, and Baird Medical’s business could be harmed if it is unable to obtain such raw materials in sufficient quantities or at acceptable quality or prices.

Some of the principal materials used in Baird Medical’s microwave ablation needles include metal, needles, needle connectors, plastic handles, coaxial cable and tube. The principal materials used in Baird Medical’s microwave ablation therapeutic apparatus include a peristaltic pump, monitor, and various components and accessories of computers. For the years ended December 31, 2023 and 2022, Baird Medical procured all raw materials in China and had four and three suppliers that contributed more than 10% of Baird Medical’s total cost of revenues for such respective fiscal years. Any disruption in production or the ability of its suppliers to produce adequate quantities to meet its needs could impair Baird Medical’s ability to manufacture products as scheduled and adversely affect Baird Medical’s business, financial condition and results of operations. This risk is magnified by the fact that Baird Medical substantially relies upon the three major suppliers described above. Although management believes that there are viable alternatives in the market that can meet Baird Medical’s demands and needs at comparable price points and quality, and Baird Medical maintains a list of qualified suppliers of key materials for microwave ablation medical devices which is reviewed and updated annually, there can be no assurance that Baird Medical would be able to identify an alternative supplier or suppliers and obtain the necessary raw materials if there were a disruption in production or the ability of the three major suppliers described above to produce adequate quantities to meet its needs. Moreover, as Baird Medical expands the scale of its business and commercializes its medical devices, it will require larger quantities of raw materials, and Baird Medical cannot guarantee that its current suppliers will be able to meet this demand. Baird Medical is also exposed to the risk that the cost of raw materials will increase, and if Baird Medical is unable to pass this increased cost on to its customers, its profitability will decrease. In addition, although Baird Medical has implemented quality inspection procedures on such raw materials before they are used in the manufacturing process and requires its suppliers to maintain high quality standards, Baird Medical cannot guarantee that it will detect all quality issues in the raw materials it uses. Baird Medical also cannot assure you that these third parties will be able to maintain and renew all licenses, permits and approvals necessary for their operations or that they will comply with all applicable laws and regulations. Their failure to do so may lead to interruption in their business operations, which in turn may result in a shortage of the raw materials supplied to Baird Medical. If Baird Medical is unable to procure raw materials from alternative sources and the quality of its products suffers as a result, Baird Medical may have to delay manufacturing and sales, recall products, defend against product liability claims, risk non-compliance with continuing regulatory requirements and incur significant costs to rectify such issue.

Baird Medical is increasingly dependent on information technology and if Baird Medical fails to effectively maintain or protect its information systems or data, including from data breaches, its business could be adversely affected.

Baird Medical is increasingly dependent on sophisticated information technology for its products and infrastructure. Baird Medical’s business involves collecting and retaining certain internal and customer data. Baird Medical also maintains information about various aspects of operations as well as regarding employees. The integrity and protection of customers, employees and company data is critical to the business and compliance with various privacy laws.

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Baird Medical’s information systems, and those of third-party suppliers with whom it may contract, require an ongoing commitment of significant resources to maintain, protect and enhance existing systems and develop new systems to keep pace with continuing changes in information technology, evolving systems and regulatory standards, changing threats and vulnerabilities, and the increasing need to protect customer information. In addition, given their size and complexity, these systems could be vulnerable to service interruptions or to security breaches from inadvertent or intentional actions by our employees, third-party vendors and/or business partners, or from cyber-attacks by malicious third parties attempting to gain unauthorized access to our products, systems or confidential information.

Like other corporations with international and expanding operations, Baird Medical may experience instances of phishing attacks on email systems or other cyber-attacks, including state-sponsored cyber-attacks, industrial espionage, insider threats, computer denial-of-service attacks, computer viruses, ransomware and other malware, payment fraud or other cyber incidents. Our incident response efforts, business continuity procedures and disaster recovery planning may not be sufficient for all eventualities. If Baird Medical fails to maintain or protect our information systems and data integrity effectively, it could:

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lose existing customers, vendors and business partners;

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have difficulty attracting new customers;

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have problems in determining product cost estimates and establishing appropriate pricing;

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suffer outages or disruptions in our operations or supply chain;

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have difficulty preventing, detecting, and controlling fraud;

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have disputes with customers, physicians, and other healthcare professionals;

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have regulatory sanctions or penalties imposed;

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incur increased operating expenses;

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be subject to issues with product functionality that may result in a loss of data, risk to patient safety, field actions and/or product recalls;

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incur expenses or lose revenues as a result of a data privacy breach; or

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suffer other adverse consequences.

While Baird Medical has safeguards of its data and information technology in place, there can be no assurance that its activities related to upgrading and expanding its information systems capabilities, protecting and enhancing its systems and implementing new systems will be successful. Baird Medical will continue to dedicate significant resources to protect against unauthorized access to its systems and work with government authorities to detect and reduce the risk of future cyber incidents; however, cyber-attacks are becoming more sophisticated, frequent and adaptive. Therefore, despite our efforts, we cannot assure that cyber-attacks or data breaches will not occur or that systems issues will not arise in the future. Any significant breakdown, intrusion, breach, interruption, corruption or destruction of these systems could have a material adverse effect on the Combined Company’s business and reputation and could materially adversely affect its results of operations and financial condition.

Negative publicity and allegations involving Baird Medical, its shareholders, directors, officers, employees and business partners may affect Baird Medical’s reputation and, as a result, Baird Medical’s business, financial condition and results of operations may be negatively affected.

Baird Medical may be exposed to fraud, bribery or other misconduct committed by its employees, deliverers, distributors, customers, suppliers or other parties it cooperates with in China. Any actual or alleged wrongdoing or misconduct, over which Baird Medical may not have full control, could subject Baird Medical to financial losses, sanctions imposed by governmental authorities and negative publicity. Baird Medical cannot assure you that there will not be any instances of fraud, bribery, or other misconduct involving employees or other third parties that may have a material and adverse impact on its business and results of operations. Although Baird Medical considers its internal control policies and procedures to be adequate, Baird Medical may be unable to prevent, detect or deter all such instances of misconduct. Any such misconduct

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committed against Baird Medical’s interests, which may include past acts that have gone undetected or future acts, may have a material adverse effect on its business and results of operations.

Baird Medical, its shareholders, directors, officers, employees, distributors, deliverers, customers, suppliers or other parties it cooperates with may be subject to negative media coverage and publicity from time to time. Such negative media coverage and publicity could threaten Baird Medical’s reputation. In addition, to the extent Baird Medical’s employees or other business partners become non-compliant with any laws or regulations, Baird Medical may also suffer negative publicity or harm to its reputation. Any negative publicity regarding the industry Baird Medical operates in could also affect its reputation and market’s confidence in its brand and products. Additionally, if Baird Medical is subject to any complications or alleged complications resulting from product defects, the responses of potential patients, physicians, the news media, legislative and regulatory bodies and others could materially reduce market acceptance of our microwave ablation medical devices. These responses or any investigations and potential resulting negative publicity may have a material adverse effect on Baird Medical’s business and reputation and negatively impact the brand and financial condition, results of operations or the market price of the PubCo Ordinary Shares. In addition, significant negative publicity could result in an increased number of product liability claims against Baird Medical. As a result, Baird Medical may be required to spend significant time and incur substantial costs in response to allegations and negative publicity and may not be able to address such allegations and negative publicity to the satisfaction of Baird Medical’s investors, customers, hospitals and doctors.

Baird Medical may not be successful in implementing its business strategies.

Baird Medical’s business objectives and strategies as set out in this proxy statement/prospectus are based on its existing plans and intentions. However, Baird Medical’s objectives and strategies are subject to the current circumstances and development trends of the industry currently known to Baird Medical and assumptions that certain circumstances will or will not occur, as well as the risks and uncertainties inherent in various stages of development. There are significant challenges and uncertainties involved in Baird Medical’s strategic plans, including whether (i) it will be able to complete these plans on schedule and within the anticipated budget, or at all; (ii) it will be able to generate anticipated revenues and profits from these plans to cover its indebtedness, costs or contingent liabilities associated with such plans; and (iii) these plans will be in line with market demand and national and local policies in the future. Baird Medical’s future prospects should be considered in light of the risks, expenses and difficulties which may be encountered by Baird Medical in its various stages of development of business. Baird Medical cannot assure you that it will be successful in implementing its strategies or that its strategies, even if implemented, will lead to successful achievement of its objectives.

The relationships between China and other countries may affect Baird Medical’s business operations.

As part of its business strategy, Baird Medical plans to expand its presence in foreign and emerging markets, including in the U.S., the EU and Southeast Asia. According to the Frost & Sullivan Report, radiofrequency ablation was the largest sector of the tumor ablation therapy market in the U.S. and Europe in 2022, followed by microwave ablation, which comprised 21.9% and 27.3% of the overall tumor ablation therapy market in the U.S. and Europe in terms of revenue, respectively. The total addressable market for microwave ablation devices is projected to grow across various regions and cancer types and is expected to reach $151.5 million in the U.S., $110.2 million for thyroid cancer in Europe, $9.5 million for breast cancer in Europe, and $77.1 million in Southeast Asia by 2027, according to the Frost & Sullivan Report. The microwave ablation market in the U.S. is relatively concentrated with a few top market players, whereas the market in Europe is relatively fragmented. It is expected that the size of the microwave ablation therapy market in the U.S. and Europe will continue to grow over time. We intend to invest a total of approximately $1.7 million in the clinical trials and applications for U.S. Food and Drug Administration (“FDA”) clearance and CE mark status for selected devices. In the U.S., premarket notification (510(k)) was initiated and submitted to the FDA for review on July 28, 2023. On November 13, 2023, the FDA notified Baird Medical that its Microwave Ablation System and Disposable Microwave Ablation Needle were “substantially equivalent” to the submitted predicate devices for the indication of coagulation (ablation) of soft tissue (i.e., the FDA cleared both 510(k) submissions). In the EU, the relevant certification documents are being prepared. Baird Medical seeks to obtain Conformité Européenne (“CE”) certification in the EU with indications for microwave ablation of thyroid nodules and breast nodules. In Southeast Asia, preliminary research and other preparatory work is

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underway. The specific registration filing timeline in Southeast Asia is to be determined depending on the timing of obtaining U.S. FDA and EU CE certification. Baird Medical’s business may therefore be subject to constantly changing economic, regulatory, social and political conditions in those foreign countries and regions. As a result, any additional tariff, import or export quota and/or governmental policies affecting the business activities between China and those foreign countries and regions may affect the prospects of establishing new distributorships and partnerships, expanding teams, making investments, registering Baird Medical’s products, conducting clinical trials, commercializing Baird Medical’s business and importing and exporting in these countries and regions.

For example, in 2019, the United States and China imposed new or higher tariffs on goods imported from each other. Though the United States and PRC governments have recently reached an agreement for phase one of a trade deal, it remains unclear what additional actions, if any, the United States and PRC governments will take in respect of their bilateral trade, and what the timing may be of any such actions. Baird Medical is not able to predict the future trade policy of the United States or China, or the terms of any renegotiated trade agreements, or their impact on its business. Baird Medical may be subject to higher taxes, tariffs and duties and may be affected by deteriorating trade and economic relationships, trade disputes and changing foreign policies, laws and regulations. Moreover, there can be no assurance that Baird Medical’s potential business partners will not alter their perception of Baird Medical or their preferences because of adverse changes to the relationships between China and foreign countries or regions. Any political tensions between China and such foreign countries or regions may adversely affect Baird Medical’s business, financial condition, results of operations, cash flows and prospects.

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 has not entered into any transactions with related parties during the fiscal years ended December 31, 2021 and 2022. However, Baird Medical has some pre-existing related party transactions which remain outstanding and some recent related party transactions from 2023 and may in the future enter into additional transactions with entities in which customers of Baird Medical’s management, board of directors and other related parties hold ownership interests. Below is a list of Baird Medical’s related party transactions:

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In 2023, three of Baird Medical’s preference shares holders elected to exercise their right to require Baird Medical, Haimei Wu and certain of the Key Baird Medical Shareholders, on a joint and several basis, to repurchase or purchase 100% of their preference shares (such holders, the “Electing Preference Shares Holders”). As a result, (i) in April 2023, Baird Medical paid (on behalf of Haimei Wu) RMB 10,000,000, and on June 30, 2023, Baird Medical paid (on behalf of Haimei Wu) $683,638.21 and Haimei Wu paid $499,994.24, in each case, to one Electing Preference Shares Holder as total consideration for the purchase by Haimei Wu of 192,411 Preference Shares, and (ii) on June 30, 2023, Grand Fortune Capital (HK) Company Limited, an affiliate of GFC, purchased the remaining 641,371 preference shares held by the same Electing Preference Shares Holder for total consideration of $8,712,178.41. The other two Electing Preference Shares Holders’ repurchase requests remain outstanding.

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Haimei Wu, the Chairwoman and Chief Executive Officer of Baird Medical, is the legal owner of the premises to which Baird Medical’s Tianhe District Usage Certificate was granted, which premises are also co-occupied by the Guangdong branch office of Baide Suzhou.

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The Company’s use of its Taicang Plant is conducted pursuant to a sublease agreement to which certain affiliated entities are parties.

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In addition, the Company is party to a Subscription Agreement dated June 30, 2021, and certain of its affiliates, as well as the Shareholders’ Agreement.

Transactions with related parties present potential for conflicts of interest, as the interests of related parties may not align with the interests of Baird Medical’s shareholders. Conflicts of interest may also arise in connection with the exercise of contractual remedies under these transactions, such as the treatment of events of default.

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PubCo’s board of directors intends to authorize the audit committee to review and approve all material related party transactions. Under the laws of the Cayman Islands, PubCo’s directors owe fiduciary duties to PubCo, including a duty to act honestly and a duty to act in what they consider in good faith to be in the best interest of PubCo. PubCo’s directors also have a duty to act with skill and care. It was previously considered that a director need not exhibit in the performance of his duties a greater degree of skill than may reasonably be expected from a person of his knowledge and experience. However, English and Commonwealth courts have moved towards an objective standard with regard to the required skill and care and these standards are likely to be followed in the Cayman Islands. Nevertheless, PubCo may have achieved more favorable terms if such transactions had not been entered into with related parties and these transactions, individually or in the aggregate, may have an adverse effect on PubCo’s business and results of operations or may result in government enforcement actions or other litigation.

Baird Medical may be subject to fines for its failure to comply with the relevant PRC laws and regulations relating to safety facilities.

According to the Supervision and Administration Rules of “Three Simultaneities” for the Safety Facilities of Construction Projects of the PRC, the safety facilities of a construction project must be designed, built and put into production and used simultaneously with the main part of the project. For the design of the safety facilities of a construction project, the business entity shall organize the examination thereof and form a written report for inspection. Before a construction project is put into production or used after completion, the business entity shall organize a review process of the safety facilities of the project and form a written report for inspection. The project may not be put into production or use until its safety facilities pass the review process.

Baird Medical believes that, prior to its acquisition of one of its manufacturing facilities in Nanjing Changcheng in 2017, the facility commenced production without conducting the required Three Simultaneities procedures for the review of occupational hazards in the facility. The production facilities of Nanjing Changcheng had been put into production without conducting certain procedures required under PRC law when Baird Medical acquired the Nanjing Changcheng in 2017. Although Baird Medical relocated in 2021 to correct the non-compliance and submitted an application for approval in accordance with PRC law and procedures, it may still be penalized for the non-compliance of Nanjing Changcheng that occurred prior to Baird Medical’s acquisition of Nanjing Changcheng.

Baird Medical has established a series of policies and procedures with respect to health and work safety, and Nanjing Changcheng has been accredited as a third-grade enterprise of work safety standardization by the relevant government authorities. However, there is no assurance that such entities will not be subject to fines for the failure to comply with PRC requirements relating to safety facilities. If the relevant governmental authority is of the view that there are violations in the design, construction or completion acceptance of the safety facilities, the relevant governmental authority may impose a correction order requiring that the relevant entities undertake rectification measures within a prescribed time, and a fine of no less than RMB5,000 and not exceeding RMB30,000 concurrently.

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

The operation of manufacturing facilities may be substantially interrupted due to a number of factors, many of which are outside of Baird Medical’s control, including but not limited to fires, floods, earthquakes, power outages, fuel shortages, mechanical breakdowns, terrorist attacks and wars, reductions in operations and/or worker absences due to health epidemics or pandemics (or local, state, or national reactions to such epidemics or pandemics), loss of licenses, certifications and permits, changes in governmental planning for the land underlying these facilities, and regulatory changes. In the event of an interruption in manufacturing, Baird Medical may be unable to move quickly to alternate means of producing affected products or to meet customer demand.

Furthermore, Baird Medical’s manufacturing facilities may be subject to inspections by the relevant government authorities as part of the process of maintaining or renewing the permits, licenses and certificates required for business and operations. Baird Medical may be required to delay, suspend or cease manufacturing activities if they fail to pass these regulatory inspections, which will affect Baird Medical’s ability to fulfill

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product orders and sell microwave ablation medical devices, and in turn, have a material and adverse effect on Baird Medical’s business, financial condition and results of operations.

In addition, if contaminants are discovered in the raw materials used by Baird Medical, its products or in its manufacturing facilities, Baird Medical’s manufacturing facilities may need to be closed for extended periods of time to investigate and remedy such contamination. In these cases, Baird Medical may be required to delay, suspend or cease its manufacturing activities. Baird Medical may be unable to secure temporary, alternative manufacturers for its microwave ablation medical devices with the terms, quality and costs acceptable to them, or at all. Moreover, Baird Medical may spend significant time and costs to remedy these deficiencies before they can continue production in their manufacturing facilities.

In addition, all of Baird Medical’s business sites are leased from independent third parties. If these leases are terminated due to any challenges from third parties or urban renewal, etc., or otherwise not renewed upon expiration, Baird Medical would need to seek alternative premises and incur unexpected and potentially significant relocation costs. While there have been no disputes raised or indemnification or liquidated damages claimed by the lessor as of December 31, 2023, Baird Medical needed to relocate five subsidiaries’ domicile, which is located at the same premises, as a result of the expiration of the lease agreement. Furthermore, one of Baird Medical’s subsidiaries is located on a property which is utilized pursuant to a lease agreement which Baird Medical may not be able to renew on commercially acceptable terms or at all upon the expiration, which may require Baird Medical to also relocate this subsidiary’s operations. Any such relocations could disrupt Baird Medical’s operations and adversely affect its business, financial condition and results of operations.

Baird Medical’s future success depends on its ability to retain members of its management team and other key personnel and to attract, retain and motivate qualified personnel.

Baird Medical’s future success depends on the continued service of the key members of its directors and senior management. In particular, Haimei Wu, one of Baird Medical’s founders, chief executive officer and chairperson of the board of directors, has over 20 years of experience in the medical devices industry. Baird Medical believes that the expertise, industry experience and contributions of its executive directors and other members of its senior management are crucial to its success. If Baird Medical loses any of its key management members and is unable to recruit and retain replacement personnel with equivalent qualifications or talent in a timely manner, the growth of Baird Medical’s business could be adversely affected.

Baird Medical’s success also depends on its ability to attract and retain qualified and skilled management, technical, research and development, sales and marketing, production and other personnel. Baird Medical cannot assure you that it will be able to attract, hire and retain sufficient personnel for its business. Baird Medical also cannot guarantee that any shortages in qualified and skilled personnel will not increase its staff costs as the competition for these individuals could cause Baird Medical to offer higher compensation and other benefits in order to attract and retain them and consequently materially and adversely affect Baird Medical’s financial condition and results of operations.

Baird Medical may experience labor shortages or increases in labor costs.

Baird Medical’s success depends in part upon its ability to attract, motivate and retain a sufficient number of qualified employees. The increasing market competition may intensify the market demand and competition for qualified employees. If Baird Medical faces labor shortages or significant increase in labor costs caused by the intense competition, increase in employee turnover rates, increase in wages or other employee benefit costs or changes in the regulation of labor benefits and compensation in China, Baird Medical’s operating costs could increase significantly, which could materially and adversely affect its results of operations.

Baird Medical cannot assure you that labor disputes will not occur between it and its employees in the future. If such incidents do occur, Baird Medical may incur settlement costs in order to resolve labor disputes and may be fined by governmental authorities for non-compliance with applicable labor laws. In addition, Baird Medical may become subject to higher labor costs in the future when recruiting new employees due to the reputational damage caused by labor disputes. Such potential incidents could disrupt Baird Medical’s operations, harm its reputation and divert the management’s attention, which may have a material and adverse effect on Baird Medical’s business, financial condition and results of operations.

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Baird Medical is subject to competition from domestic and international competitors and may not be able to compete effectively, and, as a result, Baird Medical’s market share and profitability may be adversely affected.

Baird Medical operates in a highly concentrated market. The medical technology industry is characterized by intense competition and rapid technological change, and Baird Medical faces competition from domestic and international competitors based on quality and functionality, clinical outcomes, prices, sales and marketing capabilities, the availability and cost of supply, corporate brand recognition and reputation and other factors. Some of Baird Medical’s domestic and international competitors may have advantages over Baird Medical on certain aspects, including but not limited to financial and other resources, complexity of products, corporate brand recognition, research and development, technical and manufacturing capabilities, human resources, sales network and technical training support. Baird Medical’s competitors may develop competing products, which can constitute perfect substitutes for medical devices offered by Baird Medical, with lower cost and/or better effect. Baird Medical may not be able to successfully compete with its competitors and cannot assure you that it will be able to demonstrate compelling advantages in quality, functionality, convenience and/or safety to overcome price competition and to be commercially successful.

In addition, although Baird Medical’s revenue and profitability have largely depended on its ability to penetrate the domestic market, Baird Medical expects to establish presence and increase sales in the global market in the future. As a result, Baird Medical may face intense and uncertain competition and may not localize and compete successfully or effectively in the overseas markets, which may materially and adversely affect its prospects, business, results of operations and financial condition.

If Baird Medical fails to accurately project demand for its microwave ablation medical devices, it may encounter problems of inadequate supply or oversupply, which would materially and adversely affect its financial condition, results of operations, and reputation.

Baird Medical projects demand for its microwave ablation medical devices based on rolling projections from its customers, its understanding of expected hospital procurement spending, its own reports based on its own due diligence, communications with customers, industry know-how, and customers’ inventory levels, where available. Fluctuating sales and purchasing cycles of its customers, however, make it difficult for Baird Medical to forecast future demand accurately at all times.

If Baird Medical overestimates demand, it may purchase more raw materials or components than required. If Baird Medical underestimates demand, it may have inadequate raw materials or product component inventories, which could interrupt Baird Medical’s manufacturing and delay delivery and could result in lost sales. If Baird Medical is unable to keep up the demand for its microwave ablation medical devices, physicians may turn to alternative treatment methods. Any inability by Baird Medical to accurately predict the demand and to timely meet such demand could materially and adversely affect Baird Medical’s financial conditions, results of operations and reputation.

Baird Medical’s forecasts and projections (particularly those related to the size of the market, target populations for Baird Medical’s products and future exchange rates between the United States dollar and Chinese yuan) are based upon assumptions, analyses and estimates developed by management. If these assumptions, analyses or estimates prove to be incorrect or inaccurate, the actual results may differ materially from those forecasted or projected.

Baird Medical’s forecasts and projections, including projected revenues, margins, profitability, cash flows, and anticipated market opportunity, growth and penetration, are subject to significant uncertainty and are based on assumptions, analyses and estimates developed by management, including with reference to third-party forecasts, any or all of which may prove to be incorrect or inaccurate.

The forecasts and projections in this proxy statement/prospectus include assumptions, analyses and estimates relating to the expected size and growth of the markets in which the Company operates or seeks to enter. Such markets may not develop or grow, or may develop and grow at a lower rate than expected, and even if these markets experience the forecasted growth described in this proxy statement/prospectus, the Company may not be able to grow its business at similar rates, or at all. Accordingly, the forecasts and projections of market size and growth described in this proxy statement/prospectus should not be taken as indicative of future growth.

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Moreover, none of the projections and forecasts included in this proxy statement/prospectus have been prepared with a view toward public disclosure or toward complying with SEC guidelines or U.S. GAAP. In preparing the Company’s projections herein, the Company conducted a multi-year trend analysis of hospital usage and year-end inventory, and the Company made modifications to the assumptions that it used for such projections from time-to-time. However, the Company has not enforced its contractual right against customers, including hospitals and distributors, to provide real-time, regular reporting of actual needle usage or related sales data. Furthermore, the Company’s estimates and data may be based on its own due diligence, undocumented discussions between the Company’s sales representatives, doctors and distributors and industry know-how. Accordingly, such projections and forecasts should not be viewed as public guidance. The projections and forecasts were prepared based on numerous variables and assumptions which are inherently uncertain and may be beyond the control of Baird Medical and ExcelFin, such as inventory decisions by hospitals and distributors which may be volatile in nature and driven by other external factors, and exclude, among other things, transaction-related expenses. Important factors that may affect actual results and the results of Baird Medical’s operations following the Business Combination, or could lead to such projections and forecasts not being achieved include, but are not limited to: hospital demand for the Company’s microwave ablation medical devices, an evolving competitive landscape, rapid technological change, regulatory changes, successful management and retention of key personnel, unexpected expenses and general economic conditions. While Baird Medical and ExcelFin assume responsibility for the accuracy and completeness of the projections and forecasts included in this proxy statement/prospectus, investors are cautioned not to place undue reliance on the projections, as the projections may be materially different than actual results.

In connection with Pubco’s preparation of its financial statements for the year ended December 31, 2023, Pubco determined that its preliminary results for 2023 would not meet the 2023 results indicated in the Unaudited Baird Medical Prospective Financial Information contained in this proxy statement/prospectus, and when such preliminary 2023 results are applied to the model from which the Unaudited Baird Medical Prospective Financial Information contained in this proxy statement/prospectus were derived, they indicate that 2024 results will not be met either.

When preliminary results for 2023 are applied to the model from which the Unaudited Baird Medical Prospective Financial Information contained in this proxy statement/prospectus were derived, they result in a decrease in revenue of $13.0 million (29%) and EBITDA of $9.8 million (39%) in 2023, and a decrease in revenue of $20.3 million (32%) and EBITDA of $16.5 million (45%) in 2024. In March 2024, ExcelFin’s Board reviewed the changes to the projections indicated by 2023 preliminary results and determined that an amendment to the Business Combination Agreement would be appropriate. See “Amendment to the Business Combination Agreement” below.

If Baird Medical becomes subject to litigation, legal or contractual disputes, governmental investigations or administrative proceedings, its management’s attention may be diverted, and Baird Medical may incur substantial costs and liabilities.

Baird Medical may from time to time become subject to various litigation, legal or contractual disputes and supervision by regulatory authorities, including but not limited to various disputes with or claims from suppliers, customers, business partners and other third parties that Baird Medical engages for its business operations, and investigations or administrative proceedings. Threatened litigation, legal or contractual disputes, investigations or administrative proceedings may divert the management’s attention and consume their time and other resources. In addition, any similar claims, disputes or legal proceedings involving Baird Medical or its employees may result in damages or liabilities, as well as legal and other costs and may cause a distraction to management. Furthermore, any litigation, legal or contractual disputes or supervision actions by regulatory authorities that are initially not of material importance may escalate and become material to Baird Medical, due to a variety of factors, such as the facts and circumstances of the cases, the likelihood of loss, the monetary amount at stake and the parties involved. If any verdict or award is rendered against Baird Medical or if Baird Medical settles with any third parties, Baird Medical could be required to pay significant monetary damages, assume other liabilities and even to suspend or terminate the related business projects. In addition, negative publicity arising from litigation, legal or contractual disputes, investigations or administrative proceedings may damage Baird Medical’s reputation and adversely affect the image of its brands and products. Consequently, Baird Medical’s business, financial condition and results of operations may be materially and adversely affected.

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Recently enacted and future legislation may increase the difficulty and cost for Baird Medical to obtain regulatory approval of and commercialize product candidates and affect the revenue Baird Medical may obtain.

In China, a number of legislative and regulatory changes and proposed changes regarding medical device industry may affect the approval processes of Baird Medical’s pipeline products and the inclusion of certain approved activities in the regulatory supervision system, which could affect Baird Medical’s ability to profitably sell products and any pipeline products for which it has obtained regulatory approval. In recent years, there have been and will likely continue to be efforts to enact administrative or legislative changes in relation to the medical device industry, including measures which may result in more rigorous coverage criteria and downward pressure on the price that Baird Medical receives for any approved product. The implementation of cost containment measures or other healthcare reforms may prevent Baird Medical from being able to generate revenue or attain profitability.

Legislative and regulatory proposals have been made to expand post-approval requirements and restrict sales and promotional activities for medical devices. Baird Medical cannot be sure whether additional legislative changes will be enacted, or whether NMPA regulations will be modified, or what the impact of such changes on the regulatory approvals of its product candidates, if any, may be.

For example, in 2021, China started to initiate centralized procurement pilot programs in an effort to regulate prices of medical devices through group procurement at the provincial level. Baird Medical’s products are not currently covered by centralized national procurement, and Baird Medical does not expect its products to be covered by the centralized national procurement in the short-to-midterm. However, it is out of Baird Medical’s control as to whether or when the centralized national procurement will cover the types of products that it produces. If Baird Medical’s products were to be covered by the centralized national procurement in the future, the price of these products may decrease, which could harm Baird Medical’s profitability, if any increase in sales volume fails to fully compensate for such decrease in price.

In 2021, the National Medical Products Administration (“NMPA”) issued the Guidelines for Review of Registration of Microwave Ablation Devices (the “Guidelines”), which subject microwave ablation needles to the requirements of Class III medical devices. Prior to the issuance of the Guidelines, the Company registered its microwave ablation needles as Class II medical devices. The Guidelines stipulate that, when a Class II medical device registration expires, it must be reapplied as a Class III registration if it is to remain effective. Therefore, after the registration for one of the Company’s Class II microwave ablation needles expired on March 25, 2023, the Company registered a Class III registration for such microwave ablation needle. When the Company’s other Class II medical device registration certificates for microwave ablation needles expire on January 13, 2025, the Company will comply with the Microwave MWA Equipment Guidelines and other applicable laws and regulations by reapplying for new Class III registration certificates.

Besides the above, pursuant to the 2023 Medical Device Registration Review Guidelines Preparation Plan issued by NMPA in April 2023, NMPA is planning on promulgating the Guideline for Clinical Evaluation and Registration Review of Thermal Ablation Treatment Systems (Radio Frequency, Microwave, etc.) of the Same Variety (“New Clinical Evaluation Guideline”) in 2024. The New Clinical Evaluation Guideline has not been issued to date, and the Company cannot predict the content of the New Clinical Evaluation Guideline or the impact it will have on the business of the Company.

If Baird Medical fails to comply with environmental, health and safety laws and regulations, Baird Medical could be subject to fines or penalties or incur costs that could have a material adverse effect on the success of its business.

Baird Medical is subject to numerous environmental, health and safety laws and regulations, including those governing laboratory procedures. Baird Medical maintains workers’ compensation insurance to cover costs and expenses it may incur due to injuries to its employees caused by accidents. This insurance may not provide adequate coverage against potential liabilities under environmental, health and safety laws and regulations. Baird Medical outsources the disposal of relevant hazardous waste to qualified independent third parties. In the event of contamination or personal injury resulting from exposure to or third parties’ disposal of hazardous materials, Baird Medical could be held liable for any resulting damages, and any liability could exceed its resources.

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Baird Medical may incur substantial costs in order to comply with current or future environmental, health and safety laws and regulations. For example, Baird Medical’s subsidiaries were previously determined to have not maintained the management ledger of the industrial solid waste of two manufacturing sites within the PRC, the Nanjing Plant and the Taicang Plant, in an accurate and complete manner, as required by PRC laws. Pursuant to PRC laws, such non-compliance events may result in Baird Medical’s subsidiaries being subject to penalties ranging from RMB 50,000 to RMB 200,000 per violation, being requested to rectify the non-compliance and return any gains resulting from the non-compliance, and where the non-compliance is deemed serious, being ordered to suspend or close the Nanjing Plant or the Taicang Plant. With respect to Baird Medical’s failure to maintain the management ledger of the industrial solid waste at the Nanjing Plant and the Taicang Plant, such non-compliance has been rectified and no penalties were imposed.

These current or future laws and regulations may impair Baird Medical’s research and development or manufacturing activities. Failure to comply with these laws and regulations also may result in substantial fines, penalties or other sanctions.

Insurance coverage maintained by Baird Medical may be inadequate to protect them from the liabilities that may incur.

Baird Medical maintains insurance policies that are required under PRC laws and regulations as well as based on its assessment of its operational needs and industry practice. Baird Medical maintains different types of insurance policies, including social insurance for its employees and vehicle insurance. See “Business — Insurance.” Baird Medical has elected not to maintain certain types of insurances, such as litigation insurance, product liability insurance and business interruption insurance. This practice is in line with the industry practice in the PRC. The insurance coverage maintained by Baird Medical may be insufficient to cover any claim for product liability, damage to Baird Medical’s fixed assets or employee injuries. Any liability or damage to, or caused by, Baird Medical’s facilities or personnel beyond insurance coverage may result in Baird Medical incurring substantial costs and a diversion of resources.

Baird Medical may require a significant amount of capital to fund its operations and future growth, and such capital may not be available on acceptable terms, or at all. If Baird Medical cannot obtain sufficient capital on reasonable terms, its business, financial conditions and prospects may be materially and adversely affected.

Baird Medical may need to seek additional financing for its future operation and expansion, which may not be available at acceptable terms, or at all. Baird Medical’s operations require significant capital investment. In addition, Baird Medical may also need additional funds to respond to business opportunities and challenges, including ongoing operating expenses, protecting intellectual property, satisfying debt payment obligations, developing new lines of business and enhancing operating infrastructure. Baird Medical has historically financed its business activities primarily through cash generated from operations and through equity issuances. If Baird Medical is unable to generate sufficient planned revenues from its sales and operating activities to satisfy its cash requirements, Baird Medical may seek additional debt or equity financing or obtain a credit facility. The issuance of additional equity securities could result in dilution to Baird Medical’s shareholders. The incurrence of indebtedness could result in increased debt service obligations, increased finance costs and operating and financing covenants that would restrict Baird Medical’s operations and liquidity and negatively impact Baird Medical’s financial performance. The ability of Baird Medical to obtain additional capital on acceptable terms is subject to, among other things, investors’ perception of and demand for its securities, Baird Medical’s financial performance and leverage, and the economic, market, political and regulatory conditions in the PRC. No assurance can be given that necessary funds will be available for Baird Medical to finance its development on acceptable terms, if at all. Any failure by Baird Medical to raise additional funds that are necessary for its operations on terms favorable to Baird Medical could have a material adverse effect on its liquidity and financial condition.

Baird Medical may seek additional funding through a combination of equity offerings, debt financings and collaborations and licensing arrangements. To the extent that Baird Medical raises additional capital through the sale of equity or convertible securities, your ownership interest will be diluted, and the terms may include liquidation or other preferences that adversely affect your rights as a holder of Baird Medical’s ordinary shares. The incurrence of additional indebtedness or the issuance of certain equity securities could result in increased fixed payment obligations and could also result in certain additional restrictive covenants,

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such as limitations on Baird Medical’s ability to incur additional debt or issue additional equity, limitations on its ability to acquire or license intellectual property rights and other operating restrictions that could adversely impact its ability to conduct business. In addition, issuance of additional equity securities, or the possibility of such issuance, may cause the market price of PubCo Ordinary Shares to decline. Baird Medical may be required to accept unfavorable terms in a financing transaction, including relinquishing or licensing to a third party on unfavorable terms its rights to technologies or product candidates that Baird Medical otherwise would seek to develop or commercialize by itself or potentially reserve for future potential arrangements when Baird Medical might be able to achieve more favorable terms.

The discontinuation or reduction of any of the preferential tax treatments or government incentives or grants currently available to Baird Medical’s could reduce its profitability.

Pursuant to the PRC Enterprise Income Tax Law (“EIT Law”), that became effective in January 2008 and was amended in February 2017 and December 2018, as well as its implementing rules, the EIT rate generally applicable in the PRC has been 25%. However, Nanjing Changcheng and Baide Suzhou, PubCo’s principal operating subsidiaries, have been accredited as a High and New Technology Enterprise under the relevant PRC laws and regulations since 2020 and 2021, respectively. Accordingly, Nanjing Changcheng and Baide Suzhou were entitled to a preferential tax treatment of 15% the fiscal years ended December 31, 2022 and 2023.

Based on the Measures for the Administration of the Certification of High-tech Enterprises, a company which is qualified as a High and New Technology Enterprise could have preferential tax treatment, and it shall satisfy the following standards to obtain the “High and New Technology Enterprise” qualification: (1) the enterprise has been registered for not less than one year; (2) the enterprise shall own intellectual property rights of technologies which show core support to their key products (services) in the past three years; (3) the technologies which show core support to their key products (services) shall fall within the scope in the High-tech Fields as specified by the relevant regulation; (4) the number of R&D personnel shall account for not less than 10% of the total number of employees of the enterprise for the current year; (5) the proportion of its total R&D expenditure in the past three fiscal years to its total sales revenue during the same period shall meet the following requirements: (a) if the sales revenue of the enterprise in the latest year is not more than 50 million yuan, the proportion shall not be less than 5%; (b) if the sales revenue of the enterprise in the latest year is more than 50 million yuan but not more than 200 million yuan, the proportion shall not be less than 4%; (c) if the sales revenue of the enterprise in the latest year is more than 200 million yuan, the proportion shall not be less than 3%. In particular, the proportion of the total R&D expenses incurred within China to the total R&D expenses shall not be less than 60%; (6) the enterprise’s revenue from high-tech products (services) shall account for not less than 60% of its total revenue in the latest year; (7) the evaluation of innovative capacity of the enterprise shall satisfy the corresponding requirements; and (8) no major safety accident, major quality accident or serious environmental violation of law occurs within one year before the enterprise applies for certification.

The term of this qualification is 3 years, and during its validity, if the tax authority finds (through daily management or inspection process) that the company no longer meets the foregoing standards, the authority shall request the relevant certification authority to conduct a reexamination. If a company is confirmed upon reexamination not meeting the certification standards, the company shall be disqualified as the “High and New Technology Enterprise” and will be asked to repay the reduced tax to the authority.

Moreover, according to the relevant laws and regulations promulgated by the State Tax Bureau of the PRC, for enterprises engaging in R&D activities, the Super Deduction ratio is 75% from January 1, 2018 to September 30, 2022. From October 1, 2022 onwards, the Super Deduction ratio is 100%. In addition, the Super Deduction ratio for outsourced R&D expenses is 80%. Two PRC subsidiaries of PubCo have claimed such Super Deduction in ascertaining its tax assessable profits in the fiscal years ended December 31, 2022 and 2023. If we fail to maintain or renew the High and New Technology Enterprise accreditation or if any of the preferential tax treatments or government grants discontinue or reduce, our business, financial condition, results of operations and prospects could be materially and adversely affected.

Failure to maintain and predict inventory levels in line with demand for its microwave ablation medical devices could cause Baird Medical to lose sales or face excess inventory risks and holding costs.

Baird Medical maintains an inventory level based on anticipated product demand and production schedule. For the fiscal years ended December 31, 2022 and 2023, Baird Medical’s inventory turnover days

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were 109 days and 104 days, respectively. Baird Medical cannot guarantee that it will be able to maintain proper inventory levels for its microwave ablation medical devices and raw materials. Inventory levels in excess of product demand may result in inventory write-downs, expiration of products and increase in inventory holding costs. Conversely, Baird Medical may experience inventory shortages if it underestimates demand for its microwave ablation medical devices, which may result in unfilled orders and have a negative impact on Baird Medical’s relationship with hospitals, deliverers and distributors. Historically, to manage its inventory level, deliverers and distributors of the Company are obligated by contract to provide monthly reports on their inventory levels and sales performance and cooperate with the Company on inventory checks. Nonetheless, the Company has not enforced this contractual right in order to maintain a positive working relationship with such parties and protect the sensitive business information contained in such data. Further, since the Company does not have full visibility of the business operations of its deliverers and distributors, it is unable to verify such inventory reports when provided. Instead, the Company mainly relies on its own monthly reports which are based on its own due diligence, communication with deliverers and distributors, and industry know-how to track the estimated inventory levels of its microwave ablation medical devices of its deliverers and distributors, and predict the sales trends of such devices. Based on such arrangement, the Company is not aware of any material amount of unsold inventory held by its distributors. However, there is no assurance that the information contained in the Company’s monthly reports, or the monthly reports provided by the deliverers and distributors, are accurate. As a result, Baird Medical may not be able to predict customers’ preferences and anticipate the real market demands of its products. Any incorrect forecast or anticipation of market trends may negative affect Baird Medical’s ability to effectively manage its inventory and sales strategies, business performance and financial condition.

Baird Medical may not be able to protect its intellectual property rights.

Baird Medical believes that its success depends in large part on its ability to protect its proprietary technologies by obtaining intellectual property rights, including patent rights. The medical device industry in which Baird Medical operates is characterized by extensive intellectual property litigation and, from time to time, Baird Medical might be the subject of claims by third parties of potential infringement or misappropriation. Regardless of outcome, such claims are expensive to defend and divert the time and effort of management and operating personnel from other business issues.

Baird Medical primarily focuses on protecting its intellectual property rights in China. Baird Medical’s internal policies require all its employees to comply with confidentiality and non-competition obligations. Baird Medical cannot assure you that such policies will not be breached, or that its employees or other third parties have not disclosed, or will not disclose, any of its proprietary know-how to its competitors or others. Baird Medical may not have adequate remedies for any breach and cannot assure you that its proprietary know-how will not otherwise become known to, or be independently developed by, its competitors.

Proceedings to enforce Baird Medical’s intellectual property and proprietary rights could result in substantial costs and divert management’s efforts and attention from other aspects of Baird Medical’s business, could put Baird Medical’s patents at risk of being invalidated, could put Baird Medical’s patent applications at risk of not issuing, and could provoke third parties to assert claims against Baird Medical. Damages may not be fully proved in patent litigation to defend intellectual property rights, Baird Medical may not prevail in any lawsuits that it initiates, and the damages or other remedies awarded, if any, may not be commercially meaningful. Accordingly, Baird Medical’s efforts to enforce its intellectual property rights may be inadequate to obtain a significant commercial advantage from the intellectual property that Baird Medical develops.

Moreover, competitors may use Baird Medical’s technologies in jurisdictions outside of the PRC where Baird Medical has not obtained patent protection or where available patent protection is inadequate. These products may compete with Baird Medical’s products or pipeline products and Baird Medical’s patent rights or other intellectual property rights may not be effective or adequate to prevent them from doing so.

Under the patent law of the PRC, a patent owner may be compelled to grant licenses to third parties under certain circumstances, which could materially diminish the value of such patent. If Baird Medical is forced to grant a license to third parties with respect to any patents relevant to its business, Baird Medical’s competitive position may be impaired, and Baird Medical’s business, financial condition, results of operations, and prospects may be adversely affected.

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Baird Medical’s intellectual property may be subject to further priority disputes, inventorship disputes or similar proceedings.

Baird Medical may be subject to claims from its research and development partners or other third parties who may claim to have an interest in its patents or other intellectual property. For example, Baird Medical entered into certain R&D related agreements that do not specify the circumstances under which the ownership of the intellectual property jointly developed will be vested in Baird Medical, which may lead to potential disputes in the future. Such agreements include, but are not limited to, the framework collaboration agreement with Xiamen Institute of Rare Earth Materials (“Xiamen Institute”), the R&D-related agreement with Nanjing Forest University, and the agreements related to Baird Medical’s other R&D efforts and clinical trials. The cooperation agreement with Zhuhai People’s Hospital also stipulates that the ownership of the research results are jointly owned and that neither party shall transfer or license-out without the consent of the other party, which may pose obstacles for Baird Medical to utilize the intellectual property arising from this agreement. Additionally, Baird Medical has applied for patent rights for the research results from its collaboration with Xiamen Institute without purchasing from or obtaining the written consent of Xiamen Institute, and although Baird Medical has an informal agreement with Xiamen Institute for the right to apply such patent in its own name and the unobstructed right to enjoy the use of said patent, which may cause Baird Medical to be liable for breach of an implied contract.

If Baird Medical is unsuccessful in any interference proceedings or other priority or validity disputes (including any patent oppositions), Baird Medical may lose valuable intellectual property rights through the loss of one or more patents or Baird Medical’s patent claims may be narrowed, invalidated, or held unenforceable. In addition, if Baird Medical is unsuccessful in any inventorship disputes to which it is subject, Baird Medical may lose valuable intellectual property rights, such as exclusive ownership. If Baird Medical is unsuccessful in any interference proceeding or other priority or inventorship dispute, Baird Medical may be required to obtain and maintain licenses from third parties, including parties involved in any such interference proceedings or other priority or inventorship disputes. Such licenses may not be available on commercially reasonable terms or at all, or may be non-exclusive. If Baird Medical is unable to obtain and maintain such licenses, Baird Medical may need to cease the development, manufacture and commercialization of one or more of its products. The loss of exclusivity or the narrowing of Baird Medical’s patent claims could limit its ability to stop others from using or commercializing similar or identical products. Any of the foregoing could result in a material adverse effect on Baird Medical’s business, financial condition, results of operations or prospects. Even if Baird Medical is successful in an interference proceeding or other similar priority or inventorship disputes, it could result in substantial costs and be a distraction to Baird Medical’s management and other employees.

Counterfeits of Baird Medical’s products may reduce demand for its products and harm Baird Medical’s reputation and business.

Certain medical devices and accessories may be manufactured, distributed or sold under Baird Medical’s brand names in its target markets without proper license or authorization, or may be mislabeled with respect to their actual usage or manufacturers. These products are generally referred to as counterfeit products. The regulatory control and law enforcement system in relation to the counterfeit products in the PRC may not be able to eliminate the manufacturing and sales of counterfeit products imitating Baird Medical’s products. Since counterfeit products in many cases have very similar appearances compared with the authentic products but are generally sold at lower prices, counterfeits of Baird Medical’s products may quickly erode the demand for its products. In addition, those that use counterfeit products may be at risk due to a number of serious quality and safety issues, which would harm Baird Medical’s reputation, business and prospects. Baird Medical’s cannot guarantee that there will not be any counterfeit of its products in the future, or that Baird Medical will be able to identify and handle counterfeit issues effectively and in a timely manner, or at all, in which case Baird Medical’s business and reputation may be materially and adversely affected.

Baird Medical may be unable to obtain and maintain effective patent and other intellectual property rights for its products and pipeline products, and the scope of such intellectual property rights obtained may not be sufficiently broad.

Effective protection of intellectual property is critical to maintaining Baird Medical’s competitive position. As of January 4, 2024, Baird Medical possessed, as sole owner or co-owner, a total of 47 registered

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patents in China and Better made applications for 33 additional patents. For a full description of these patents and patent applications, refer to the section titled “Information about Baird Medical — Intellectual Property.” However, due to the complexity of patent application, the issuance of a patent may not be conclusive as to its inventorship, scope, validity or enforceability, and Baird Medical’s patent applications may be challenged in courts or patent offices. Consequently, Baird Medical does not know whether any of its technologies or products will be protectable or remain protected by valid and enforceable patents. Currently, Baird Medical has one patent application that is not governed by any written joint ownership agreement. Pursuant to PRC laws, in the absence of an explicit agreement between the parties, either co-owner has the statutory right to exploit and non-exclusively license the patent as well as to share royalties. If Baird Medical is unable to obtain patent protection with respect to its technologies and products, third parties could develop and commercialize technologies and products similar or identical to Baird Medical’s and compete directly against Baird Medical. Baird Medical’s ability to successfully commercialize any technology or product may be adversely affected, and Baird Medical’s business, financial condition, results of operations and prospects could be materially harmed. Changes in the patent laws in China may diminish the ability of Baird Medical to protect its inventions, obtain, maintain, defend, and enforce its intellectual property rights and, more generally, could affect the value of Baird Medical’s intellectual property or narrow the scope of its patent rights. Baird Medical cannot predict whether the patent applications it is currently pursuing and may pursue in the future will issue as patents or whether the claims of any future granted patents will provide sufficient protection from competitors.

Furthermore, although various extensions may be available, the life of a patent and the protection it affords, are limited. Even if Baird Medical successfully obtains patent protection for an approved product, it may face competition from other microwave ablation medical device providers once the patent has expired.

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

Despite measures Baird Medical takes to obtain patent protection with respect to its major products and technologies, any of its granted patents could be challenged or invalidated. For example, if Baird Medical were to initiate legal proceedings against a third party to enforce a patent covering one of its products, the defendant could counterclaim that Baird Medical’s patent is invalid and/or unenforceable. Although Baird Medical believes that it has conducted its patent prosecution in accordance with the duty of candor and in good faith, the outcome following legal assertions of invalidity and unenforceability during patent litigation is unpredictable. If a defendant were to prevail on a legal assertion of invalidity and/or unenforceability, Baird Medical would lose at least part, or perhaps all, of the patent protection on a product or technology. Even if a defendant does not prevail on a legal assertion of invalidity and/or unenforceability, Baird Medical’s patent claims may be construed in a manner that would limit its ability to enforce such claims against the defendant and others. Any loss of patent protection could have a material adverse impact on one or more of Baird Medical’s major products and technologies and its business.

The microwave ablation medical device industry in the PRC is litigious with respect to patents and other intellectual property. Companies operating in the industry Baird Medical operates in routinely seek patent protection for their product designs, and many of Baird Medical’s principal competitors have large patent portfolios. Baird Medical faces the risk of claims that it has infringed on, misappropriated or violated third parties’ intellectual property rights in China. As of September 7, 2022, Baird Medical has engaged Tian Yuan Law Firm to undertake an intellectual property due diligence exercise in the PRC to assess whether its commercial products or processes would and has infringe any third-party patents. Although Baird Medical was satisfied that the identified concerns are low-risk items, Baird Medical would not be able to guarantee the absence of any future infringement claims from any third-parties, or that its products would not be infringed by third-parties. In addition, there can be no assurance that Baird Medical’s employees or the co-authors of Baird Medical’s intellectual property rights have not used, or will not use in the future, third parties’ proprietary know-how or trade secrets in their work for or with Baird Medical, especially during the course of research and development, which could result in litigation against Baird Medical. Prior to developing major new products, Baird Medical’s competitors may also have filed for patent protection which is not as yet a matter of

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public knowledge or claim trademark rights that have not been revealed through Baird Medical’s searches of relevant public records. Baird Medical’s efforts to identify and avoid infringing on third parties’ intellectual property rights may not always be successful. Any claims of patent or other intellectual property infringement, misappropriation or violation, even those without merit, could:

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be expensive and time consuming to defend;

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result in Baird Medical being required to pay significant damages to third parties;

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cause Baird Medical to cease making or selling products that incorporate the challenged intellectual property;

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require Baird Medical to redesign, reengineer or rebrand Baird Medical’s products, if feasible;

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require Baird Medical to enter into royalty or licensing agreements in order to obtain the right to use a third party’s intellectual property, which agreements may not be available on terms acceptable to Baird Medical or at all;

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divert the attention of Baird Medical’s management; or

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result in hospitals and doctors terminating, deferring or limiting their purchase of the affected products until resolution of the litigation.

Obtaining and maintaining Baird Medical’s patent protection depends on compliance with various procedural, document submission, fee payment, and other requirements imposed by governmental patent agencies, and Baird Medical’s patent protection could be eliminated for non-compliance with these requirements.

Periodic maintenance fees, renewal fees, annual fees and various other governmental fees on patents and patent applications are due to be paid to the China National Intellectual Property Administration (the “CNIPA”) and other patent agencies in several stages over the lifetime of a patent. The CNIPA and other governmental patent agencies require compliance with a number of procedural, documentary, fee payment and other provisions during the patent application process.

Although an inadvertent lapse can in many cases be cured by payment of a late fee or by other means in accordance with the applicable rules, there are situations in which noncompliance can result in abandonment or lapse of the patent or patent application, resulting in partial or complete loss of patent rights in the relevant jurisdiction. Non-compliance events that could result in abandonment or lapse of a patent or patent application include failure to respond to official actions within prescribed time limits, non-payment of fees, and failure to properly legalize and submit formal documents. In any such event, Baird Medical’s competitors might be able to enter the market, which would have a material adverse effect on Baird Medical’s business.

Baird Medical has in the past lost rights to one or more patents for failure to comply with the various renewal requirements and fees necessary to maintain those rights. As of January 4, 2024, Baird Medical holds 47 patents (including 16 patents of Changcheng Nanjing and 31 patents of Baide Suzhou), which are all in effect, compliant with PRC patent law and free from any right defects. For a full description of these patents, refer to the section titled “Information about Baird Medical — Intellectual Property.”

Baird Medical owns a number of trademarks in China for its brand name. As of December 31, 2023, Baird Medical has registered 20 trademarks in China (and an affiliate has two trademarks used by Baird Medical), which Baird Medical believes are material to its business. All of Baird Medical’s microwave ablation medical devices are offered to the market under its brand name. Baird Medical’s registered or trade names may be challenged, infringed, circumvented or declared generic or determined to be infringing on other marks. Baird Medical may not be able to protect its rights to these trademarks and trade names, which Baird Medical needs to build name recognition among potential partners or customers in its markets of interest. Some of Baird Medical’s distributors may use its trademarks and brand name when conducting sales and marketing activities. Baird Medical may not be able to prevent unauthorized use of its trademarks and trade names by distributors, which may harm Baird Medical’s brand and reputation. At times, competitors may adopt trade

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names or trademarks similar to Baird Medical’s, thereby impeding Baird Medical’s ability to build brand identity and possibly leading to market confusion. In addition, there could be potential trade name or trademark infringement claims brought by owners of other registered trademarks or trademarks that incorporate variations of Baird Medical’s registered or unregistered trademarks or trade names. Over the long term, if Baird Medical is unable to establish name recognition based on its trademarks and trade names, then it may not be able to compete effectively, and Baird Medical’s business may be adversely affected. Moreover, Baird Medical cannot assure you that its trademarks will not be imitated, or there will be no counterfeits sold to its customers under Baird Medical’s trademarks. End users may suffer from safety incidents caused by counterfeit products, which may subject Baird Medical to costly investigations and counterfeit crack downs, and materially and adversely affect its business and reputation. Baird Medical’s efforts to enforce or protect its proprietary rights related to trademarks, trade secrets, domain names, copyrights or other intellectual property may be ineffective and could result in substantial costs and diversion of resources and could adversely affect Baird Medical’s competitive position, business, financial condition, results of operations, and prospects.

Baird Medical may be required to repurchase its previously issued convertible redeemable preference shares.

On June 30, 2021, several independent third parties entered into pre-IPO subscription agreements with the Company and certain other parties (the “Pre-IPO Subscription Agreements”), pursuant to which such independent third parties (the “Preference Shares Holders”) subscribed for an aggregate of 1,269,500 convertible redeemable preference shares (“Preference Shares”) of Baird Medical. According to the Shareholders’ Agreement among the Company, Haimei Wu, Preference Shares Holders and certain other parties dated July 5, 2021 (the “Shareholders’ Agreement”), the Preference Shares Holders have the right to require Baird Medical, Haimei Wu and certain of the Key Baird Medical Shareholders on a joint and several basis, to repurchase all or part of the Preference Shares they hold at a price (“Repurchase Price”) equal to the sum of (i) the original subscription price for the Preference Shares, (ii) an amount sufficient to afford the Preference Shares Holders’ internal rate of return of 15% calculated on compound basis as of the date of payment of the Repurchase Price, and (iii) all costs and disbursements reasonably incurred by relevant Preference Shares Holders in connection with such repurchase. Upon the listing of Baird Medical on the Nasdaq Stock Market, all issued and outstanding Preference Shares shall be automatically converted into such number of ordinary shares at a conversion ratio specified in the subscription agreements.

In 2023, three of the Preference Shares Holders elected to exercise their rights and required Baird Medical, Haimei Wu and certain of the Key Baird Medical Shareholders, on a joint and several basis, to repurchase 100% of the preference shares each held. As a result, (i) in April 2023, Baird Medical paid (on behalf of Haimei Wu) RMB 10,000,000, and on June 30, 2023, Baird Medical paid $683,638.21 (on behalf of Haimei Wu) and Haimei Wu paid $499,994.24, in each case, to one Electing Preference Shares Holder as total consideration for the purchase by Haimei Wu of 192,411 Preference Shares, and (ii) on June 30, 2023, Grand Fortune Capital (HK) Company Limited, an affiliate of GFC, purchased the remaining 641,371 preference shares held by the same Electing Preference Shares Holder for total consideration of $8,712,178.41. A second Electing Preference Shares Holder transferred 62,261 shares to other shareholders for the consideration amount of RMB 6,249,031.83, and the remaining 23,806 shares will continue to be held by such Electing Preference Shares Holder. Such Electing Preference Shares Holder is no longer requesting redemption. The repurchase request of the third Electing Preference Shares Holder remains outstanding. The expenditure of cash that may be necessary to repurchase the 174,825 Preference Shares held by such Electing Preference Shares Holder, which was valued at RMB 17.8 million as of September 30, 2023, may adversely affect Baird Medical’s financial position.

A severe or prolonged downturn of the global economy, or of the Chinese economy, could materially and adversely affect Baird Medical’s business and Baird Medical’s financial condition.

Substantially all of Baird Medical’s operations are currently located in China, and all of Baird Medical’s revenue was generated in China for the fiscal years 2021 and 2022. Accordingly, Baird Medical’s business, prospects, financial condition and results of operations may be influenced to a significant degree by the political, economic and social conditions in China generally and by the continued economic growth in China as a whole, as well as the global economy.

The COVID-19 pandemic had a severe and negative impact on the global economy and the global macroeconomic environment was facing challenges, including the end of quantitative easing by the U.S.

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Federal Reserve, the economic slowdown in the Eurozone since 2014, uncertainties over the impact of Brexit and the ongoing global trade disputes and tariffs. The growth of the Chinese economy has slowed down since 2012 compared to the previous decade and the trend may continue. According to the National Bureau of Statistics of China, China’s gross domestic product (GDP) growth was 6.1% in 2019, 2.3% in 2020, and 8.1% in 2021. There is considerable uncertainty over the long-term effects of the monetary and fiscal policies adopted by the central banks and financial authorities of some of the world’s leading economies, including the United States and China. In addition, there is uncertainty about the future relationship between China and the United States with respect to trade policies, treaties, government relations and tariffs between the two countries. It is unclear whether these challenges and uncertainties will be contained or resolved and what effects they may have on the global political and economic conditions in the long term.

Economic conditions in China, as elsewhere, are sensitive to global economic conditions, changes in domestic economic and political policies and expected or perceived overall economic growth rates. While the economy in China has grown significantly over the past decades, growth has been uneven, both geographically and among various sectors of the economy, and the rate of growth has been slowing in recent years. Any severe or prolonged slowdown in the global or Chinese economy may materially and adversely affect Baird Medical’s business, results of operations and financial condition.

The continued turbulence in the international markets may adversely affect Baird Medical’s ability to access the capital markets to meet liquidity needs. Baird Medical cannot assure that there will not be any unfavorable changes in the Chinese economy that could impact the industry in which it operates, which could in turn diminish the demand for Baird Medical’s products.

If PubCo fails to implement and maintain an effective system of internal controls to remediate its material weaknesses over financial reporting, PubCo may be unable to accurately report its results of operations, meet its reporting obligations or prevent fraud, and investor confidence and the market price of the PubCo Ordinary Shares may be materially and adversely affected.

PubCo has been a private company with limited accounting and financial reporting personnel and other resources with which PubCo addresses its internal control over financial reporting. As defined in the standards established by the U.S. Public Company Accounting Oversight Board, a “material weakness” is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis.

In connection with the audits of its consolidated financial statements included in this proxy statement/prospectus, PubCo and its independent registered public accounting firm identified the following material weaknesses in its internal control over financial reporting.

Lack of sufficient financial reporting and accounting personnel with appropriate knowledge of U.S. GAAP and SEC reporting requirements to properly address certain accounting issues and to prepare and review financial statements and related disclosures in accordance with U.S. GAAP and SEC reporting requirements; and lack of comprehensive accounting policies and procedures manual in accordance with U.S. GAAP and documented controls which enable management and other personnel to understand and carry out their internal control responsibilities.

PubCo’s independent registered public accounting firm has not conducted an audit of its internal control over financial reporting. Neither PubCo nor its independent registered public accounting firm undertook a comprehensive assessment of its internal control under the Sarbanes-Oxley Act for purposes of identifying and reporting any weakness in its internal control over financial reporting. To remedy the identified material weaknesses, PubCo has adopted and will adopt further measures to improve its internal control over financial reporting. As a remedial measure, PubCo engaged an external consulting firm to perform U.S. GAAP conversion of its PRC financial statements. Following the listing, PubCo is expected to form an audit committee such that the internal audit department of PubCo will be monitored by PubCo’s leadership as part of its internal control. In addition, PubCo intends to recruit qualified staff who will be able to assist PubCo with fulfilling its financial reporting requirements. PubCo also may incur significant costs to execute various aspects of the remediation plan but cannot provide a reasonable estimate of such costs at this time. However,

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PubCo cannot assure you that these measures may fully address the material weaknesses and deficiencies in PubCo’s internal control over financial reporting or that PubCo may conclude that they have been fully remediated.

Upon its listing on Nasdaq, PubCo will become subject to the Sarbanes-Oxley Act of 2002. Section 404 of the Sarbanes-Oxley Act, or Section 404, will require that PubCo includes a report from management on the effectiveness of its internal control over financial reporting in PubCo’s annual report on Form 20-F beginning with its second annual report on Form 20-F after becoming a public company. In addition, once PubCo ceases to be an “emerging growth company” as such term is defined in the JOBS Act, its independent registered public accounting firm must attest to and report on the effectiveness of PubCo’s internal control over financial reporting. Moreover, even if PubCo’s management concludes that its internal control over financial reporting is effective, PubCo’s independent registered public accounting firm, after conducting its own independent testing, may issue an adverse opinion on the effectiveness of internal control over financial reporting if it is not satisfied with PubCo’s internal controls or the level at which the Company’s controls are documented, designed, operated or reviewed, or if it interprets the relevant requirements differently from PubCo. In addition, after PubCo becomes a public company, PubCo’s reporting obligations may place a significant strain on its management, operational and financial resources and systems for the foreseeable future. PubCo may be unable to timely complete its evaluation testing and any required remediation.

During the course of documenting and testing PubCo’s internal control procedures, in order to satisfy the requirements of Section 404, PubCo may identify other weaknesses and deficiencies in PubCo’s internal control over financial reporting. If PubCo fails to maintain the adequacy of its internal control over financial reporting, as these standards are modified, supplemented or amended from time to time, PubCo may not be able to conclude on an ongoing basis that it has effective internal control over financial reporting in accordance with Section 404. Generally speaking, if PubCo fails to achieve and maintain an effective internal control environment, it could result in material misstatements in the Company’s financial statements and could also impair PubCo’s ability to comply with applicable financial reporting requirements and related regulatory filings on a timely basis. As a result, PubCo’s businesses, financial condition, results of operations and prospects, as well as the trading price of the PubCo Ordinary Shares, may be materially and adversely affected. Additionally, ineffective internal control over financial reporting could expose PubCo to increased risk of fraud or misuse of corporate assets and subject PubCo to potential delisting from the stock exchange on which PubCo lists, regulatory investigations and civil or criminal sanctions. PubCo may also be required to restate its financial statements from prior periods.

The Company will incur increased costs as a result of being a public company.

Upon its listing on Nasdaq, the Company will become a public company and expects to incur significant legal, accounting and other expenses. For example, as a result of becoming a public company, the Company will need to increase the number of independent directors and adopt policies regarding internal controls and disclosure controls and procedures. Operating as a public company will make it more difficult and more expensive for it to obtain director and officer liability insurance, and the Company may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. In addition, the Company will incur additional costs associated with its public company reporting requirements. It may also be more difficult for Baird Medical to find qualified persons to serve on its board of directors or as executive officers.

After the Company is no longer an “emerging growth company,” the Company may incur significant expenses and devote substantial management effort toward ensuring compliance with the requirements of Section 404 and the other rules and regulations of the SEC.

Certain industry data and information in this proxy statement/prospectus were obtained from third-party sources and were not independently verified by Baird Medical.

This proxy statement/prospectus contains certain industry data and information obtained from third-party sources. Baird Medical has not independently verified the data and information contained in such third-party publications and reports. Data and information contained in such third-party publications and reports may be collected using third-party methodologies, which may differ from the data collection methods

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used by Baird Medical. In addition, these industry publications and reports generally indicate that the information contained therein is believed to be reliable, but do not guarantee the accuracy and completeness of such information.

Statistical data in these publications also include projections based on a number of assumptions. The microwave ablation medical devices industry may not grow at the rates projected by market data, or at all. Furthermore, if any one or more of the assumptions underlying the market data is later found to be incorrect, actual results may differ from the projections based on these assumptions. Material slowdown of the flexible workspace industry against the projected rates may have material and adverse effects on Baird Medical’s business.

Natural disasters, epidemics, acts of war or terrorism or other factors beyond our control in the future may have a material adverse effect on Baird Medical’s business, financial condition and results of operations.

Our business is primarily subject to general economic and social conditions in China. Natural disasters, epidemics and other acts of God which are beyond Baird Medical’s control may adversely affect the economy, infrastructure and livelihood of the people in China. Baird Medical’s business could also be under the threat of flood, earthquake, sandstorm, snowstorm, fire, drought, or epidemics such as the Severe Acute Respiratory Syndrome, or SARS, the H5N1 avian flu, the human swine flu, also known as Influenza A (H1N1), and COVID-19. In response to the COVID-19 pandemic, the PRC government implemented a series of disease containment and treatment measures until the end of 2022, as a result of which business activities and hospital services in China were temporarily disrupted. In addition, to assist in the COVID-19 containment measures, some hospitals temporarily prioritized the resources for urgent medical treatments and delayed clinical trials and treatments for non-urgent medical conditions, including, microwave ablation treatments of thyroid nodules and breast lumps. While Baird Medical considers the effect of the COVID-19 pandemic on its business to be relatively limited for the fiscal years ended December 31, 2021 and 2022, there is no guarantee that Baird Medical would fare similarly in the event of a future external event of comparable scale, such as a severe weather event, famine, or disease outbreak, and any such event may result in material disruptions to Baird Medical’s operations, which in turn may materially and adversely affect Baird Medical’s financial condition and results of operations.

Risks Related to Doing Business in China

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 emerging market companies upon assessing the qualification of their auditors, especially the non-U.S. auditors who are not inspected by the PCAOB. These developments add uncertainties to our ability to be listed on U.S. stock exchanges.

On April 21, 2020, then-SEC Chairman Jay Clayton and then-PCAOB Chairman William D. Duhnke III, along with other senior SEC staff, released a joint statement highlighting the disclosure, financial reporting and other risks associated with investing in companies based in or have substantial operations in emerging markets including China as well as the limited remedies available to investors who might take legal action against such companies. The joint statement emphasized the risks associated with lack of access for the PCAOB to inspect auditors and audit work papers in China and higher risks of fraud in emerging markets.

On May 18, 2020, Nasdaq filed three proposals with the SEC to (i) apply minimum offering size requirement for companies primarily operating in “Restrictive Market,” (ii) adopt a new requirement relating to the qualification of management or board of director for Restrictive Market companies, and (iii) apply additional and more stringent criteria to an applicant or listed company based on the qualifications of the company’s auditors. These proposals were approved by the SEC on October 4, 2021. These developments add uncertainties to our ability to be listed on U.S. stock exchanges, including the possibility that Nasdaq can stop trading in our securities if the PCAOB cannot inspect or fully investigate our auditor.

Furthermore, various equity-based research organizations have recently published reports on China- based companies after examining their corporate governance practices, related party transactions, sales practices and financial statements, and these reports have led to special investigations and listing suspensions on U.S. national exchanges. Any similar scrutiny on us, regardless of its lack of merit, could cause the market

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price of our shares to fall, divert management resources and energy, cause us to incur expenses in defending ourselves against rumors, and increase the premiums we pay for director and officer insurance.

On May 20, 2020 and December 2, 2020, the United States Senate and the United States House of Representatives, respectively, passed S. 945, the HFCAA, which was signed into law on December 18, 2020. The HFCAA requires a foreign company to certify that it is not owned or manipulated by a foreign government if the PCAOB is unable to audit specified reports because the company uses a foreign auditor not subject to PCAOB inspection. If the PCAOB is unable to inspect the company’s auditors for three consecutive years, the issuer’s securities are prohibited from trading on a national exchange. On June 22, 2021, the United States Senate passed the Accelerating Holding Foreign Companies Accountable Act, which has been introduced in the United States House of Representatives. This Act, if enacted, would decrease the number of non-inspection years from three years to two, thus reducing the time period before PubCo Ordinary Shares may be prohibited from trading or delisted. On February 4, 2022, the United States House of Representatives passed a bill, which contained, among other things, an identical provision. If this provision is enacted into law, the number of consecutive non-inspection years required for triggering the prohibitions under the HFCAA will be reduced from three years to two. Although we believe that the HFCAA and the related regulations do not currently affect us, we cannot assure you that there will not be any further implementations and interpretations of the HFCAA or the related regulations, which might pose regulatory risks to and impose restrictions on us because of our primary operations in China. See “Risk Factors — Risks Related to Doing Business in China.”

On December 2, 2021, the SEC issued final rules under the HFCAA, which became effective on January 10, 2022, amending the disclosure requirements in annual reports. These amendments apply to registrants that the SEC identifies as having filed an annual report issued by a registered public accounting firm that is located in a foreign jurisdiction that the PCAOB is unable to inspect or investigate completely because of a position taken by an authority in that jurisdiction. The amendments require the submission of documentation to the Commission establishing that such a registrant is not owned or controlled by a governmental entity in that foreign jurisdiction and also require disclosure in a foreign issuer’s annual report regarding the audit arrangements of, and governmental influence on, such registrants. The Commission is to identify a reporting company that has retained a registered public accounting firm to issue an audit report where that registered public accounting firm has a branch or office that:

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Is located in a foreign jurisdiction; and

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The PCAOB has determined that it is unable to inspect or investigate completely because of a position taken by an authority in the foreign jurisdiction.

Once identified, Section 104(i)(2)(B) of the Sarbanes-Oxley Act requires these issuers, which the SEC refers to as “Commission-Identified Issuers,” to submit in connection with their annual report documentation to the Commission establishing that they are not owned or controlled by a governmental entity in that foreign jurisdiction and to name any director who is affiliated with the Chinese Communist Party or whether the company’s articles include any charter of the Chinese Communist Party.

On December 16, 2021, the PCAOB determined that the PCAOB is unable to inspect or investigate completely PCAOB-registered public accounting firms headquartered in mainland China and in Hong Kong, because of positions taken by PRC authorities in those jurisdictions, and the PCAOB included in the report of its determination a list of the accounting firms that are headquartered in the PRC or Hong Kong. Our auditor, Marcum Asia CPAs LLP, an independent registered public accounting firm headquartered in the United States, was not included in the determinations made by the PCAOB on December 16, 2021. Our auditor is currently subject to PCAOB inspections and has been inspected by the PCAOB on a regular basis.

In the event the PCAOB expands the category of firms which it cannot inspect in future and include our auditor Marcum Asia CPAs LLP in the list, we must change our independent auditor in sufficient time so as to meet the requirements of SEC and Nasdaq. If we fail to change auditors to meet the SEC and Nasdaq requirements, we will be delisted from the Nasdaq, and PubCo Ordinary Shares are unable to be listed on another securities exchange or traded on an over-the-counter market in the United States, your ability to sell or purchase PubCo Ordinary Shares when you wish to do so will be impaired, and the risk and uncertainty associated with a potential delisting would have a negative impact on the market for and the price of PubCo Ordinary Shares. We cannot assure you that, because our books and records are located in China, we will in

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the future be able to become an issuer that is not a Commission-Identified Issuer, in which event PubCo Ordinary Shares may not be tradable in any United States stock exchange or market and it may be necessary for us to list on a foreign exchange in order that PubCo Ordinary Shares can be traded. It is possible that, in the event trading in our stock in the United States is no longer possible, you may lose the entire value of your PubCo Ordinary Shares.

On August 26, 2022, the CSRC, the Ministry of Finance (the “MOF”), and the PCAOB signed the Protocol, governing inspections and investigations of audit firms based in China and Hong Kong. The Protocol remains unpublished and is subject to further explanation and implementation. Pursuant to the fact sheet with respect to the Protocol disclosed by the SEC, the PCAOB shall have independent discretion to select any issuer audits for inspection or investigation and has the unfettered ability to transfer information to the SEC.

On December 15, 2022, the PCAOB Board determined that the PCAOB was able to secure complete access to inspect and investigate registered public accounting firms headquartered in mainland China and Hong Kong and voted to vacate its previous determinations to the contrary. However, should PRC authorities obstruct or otherwise fail to facilitate the PCAOB’s access in the future, the PCAOB Board will consider the need to issue a new determination.

On December 29, 2022, the Accelerating Holding Foreign Companies Accountable Act was enacted, which amended the HFCAA by decreasing the number of non-inspection years from three years to two, thus reducing the time period before PubCo Ordinary Shares may be prohibited from trading or delisted.

However, uncertainties still exist whether the framework will be fully complied. It remains unclear what the SEC’s implementation process related to the above rules will entail or what further actions the CSRC, the SEC, the PCAOB or Nasdaq will take to address implementation and other issues that may develop and what impact those actions will have on companies that have significant operations in the PRC and have securities listed on a U.S. stock exchange (including a national securities exchange or over-the-counter stock market).

Further, new laws and regulations or changes in laws and regulations in both the United States and China could affect PubCo’s ability to list the PubCo Ordinary Shares on Nasdaq, which could materially impair the market for and market price of the PubCo Ordinary Shares.

Refinement of and changes to enforcement patterns and practices in the PRC and the evolution of policies, rules, and regulations in China could limit the legal protections available to you and us if we are unable to meet any new standards that might apply in the future.

Baird Medical is subject to various PRC laws, rules and regulations generally applicable to companies in China. The PRC legal system is based on written statutes. Unlike common law systems, it is a system in which legal cases have limited value as precedents. In the late 1970s, the PRC government began a comprehensive program of refining its system of laws and regulations governing economic matters in general. The overall effect of such refinements over the past four decades has significantly increased the protections afforded to various forms of foreign or private-sector investment in China. However, the legal protections available to Baird Medical and investors may be changed if evolving legal conditions, such as a promulgation of new laws, a change to existing laws or a change in the interpretation or enforcement practices with respect to existing laws, arise in the future.

Moreover, rules and regulations in China can change quickly with very short notice. Baird Medical cannot guarantee that any such change (or the cost to us of adapting to any such change) will not have an adverse effect on our business, and any such change could limit the legal protections available to us and our investors, including you.

Baird Medical cannot predict future developments in the PRC legal system. After the completion of the Business Combination, we may need to procure additional permits, authorizations and approvals for Baird Medical’s operations, which we may not be able to obtain. Our inability to obtain such permits or authorizations may materially adversely affect Baird Medical’s business, financial condition and results of operations. In particular, the PRC has promulgated a number of laws, regulations and industrial policies to provide guidelines and legal protection for the development of the medical industry specifically. Our business development in the field of medical devices is directly or indirectly encouraged and supported by the PRC’s

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current national industrial policies. If the regulatory policies affecting the industry change in the future and Baird Medical fails to respond to any such change in a timely fashion, that failure could materially and adversely affect our business, impede our ability to continue our operations and reduce the value of your investment in Baird Medical.

Furthermore, from time to time, we may have to resort to administrative and court proceedings to enforce our legal rights. Administrative or court proceedings in China may result in substantial costs and diversion of resources and management attention, it may be more difficult to evaluate the level of legal protection we will receive resulting from such proceedings.

The Chinese government may refine or modify its level of supervision of overseas public offerings conducted by China-based issuers, which could significantly limit or completely hinder our ability to offer or continue to offer our securities to investors and could cause the value of our securities to significantly decline or become worthless.

Recently, the General Office of the Central Committee of the Communist Party of China and the General Office of the State Council jointly issued the Opinions on Cracking Down on Illegal Securities Activities in accordance with the law. Effective measures, such as improving the system of legal responsibility for violations and crimes in the capital market, improving the law enforcement and judicial system for cracking down on illegal securities activities, strengthening the punishment and law enforcement in key areas, further strengthening cross-border regulatory law enforcement and judicial cooperation, improving the judicial capacity and professional level of securities law enforcement, promoting the establishment of the capital market credit system, and strengthening organizational safeguards and supervision and accountability, will be taken to crack down on illegal securities activities and maintain the order of the capital market and effectively stimulate the function of the capital market. While we intend to fully comply with all applicable securities laws, any change in enforcement policies or practices could indirectly, and potentially adversely, impact our business.

On July 10, 2021, the Cyberspace Administration of China, or the CAC, issued a revised draft of the Measures for Cybersecurity Review for public comments, which required that, among others, in addition to “operator of critical information infrastructure” (“CIIOs”), any “data processor” controlling personal information of no less than one million users which seeks to list in a foreign stock exchange should also be subject to cybersecurity review, and further elaborated the factors to be considered when assessing the national security risks of the relevant activities. On November 14, 2021, the CAC released the Network Internet Data Protection Draft Regulations (draft for comments), which reiterates that data processors refer to individuals or organizations that autonomously determine the purpose and the manner of processing data. If a data processor that processes personal data of more than one million users intends to list overseas, it shall apply for a cybersecurity review. In addition, data processors that process important data or are listed overseas shall carry out an annual data security assessment on their own or by engaging a data security services institution, and the data security assessment report for the prior year should be submitted to the local cyberspace affairs administration department before January 31 of each year. On December 28, 2021, the Measures for Cybersecurity Review (2021 version) was promulgated and became effective on February 15, 2022, which iterates among others, in addition to CIIOs, any “online platform operators” controlling personal information of more than one million users which seeks to list in a foreign stock exchange should also be subject to cybersecurity review. We believe that we are not subject to the cybersecurity review, since (i) as companies that engaged in medical device manufacturing, we are unlikely to be classified as a CIIO under the PRC Cybersecurity Law and the Security Protection Measures on Critical Information Infrastructure promulgated by the State Council on July 30, 2021; and (ii) we possess personal information of less than one million users. On February 24, 2023, the CSRC, together with other PRC government authorities, released the Provisions on Strengthening the Confidentiality and Archives Administration Related to the Overseas Securities Offering and Listing by Domestic Enterprises (the “Confidentiality and Archives Administration Provisions”), which has come into effect on March 31, 2023. The Confidentiality and Archives Administration Provisions require, among others, that PRC domestic enterprises seeking to offer and list securities in overseas markets, either directly or indirectly, shall establish the confidentiality and archives system, and shall complete approval and filing procedures with competent authorities, if such PRC domestic enterprises or their overseas listing entities provide or publicly disclose documents or materials involving state secrets and work secrets of PRC government agencies to relevant securities companies, securities service institutions, overseas regulatory agencies and other entities and individuals. It further stipulates that providing or publicly disclosing documents

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and materials which may adversely affect national security or public interests, and accounting files shall be subject to corresponding procedures in accordance with relevant laws and regulations. We believe that we have not and will not provide or publicly disclose documents or materials involving state secrets or work secrets of PRC government agencies or which may adversely affect national security or public interests, to relevant securities companies, securities service institutions, overseas regulatory agencies and other entities and individuals. Under the Confidentiality and Archives Administration Provisions, effective on March 31, 2023, any failure or perceived failure by us to comply with the above confidentiality and archives administration requirements under the Confidentiality and Archives Administration Provisions and other PRC laws and regulations may result in that the relevant entities would be held legally liable by competent authorities, and referred to the judicial organ to be investigated for criminal liability if suspected of committing a crime. We cannot assure you, however, that regulators in China will not take a contrary view or will not subsequently require us to undergo the cybersecurity review and subject us to penalties for non-compliance. We believe we are in compliance with the regulations or policies that have been issued by the CAC to date in general, and if any new laws, regulations, rules, or implementation and interpretation come into effect, we will take all reasonable measures and actions to comply and to minimize the adverse effect of such laws on us. However, we cannot guarantee that any such change (or the cost to us of adapting to any such change) will not have an adverse effect on our business.

On February 17, 2023, the CSRC released the Trial Measures, which came into effect on March 31, 2023. See “— The CSRC has recently released the Trial Measures for China-based companies seeking to conduct overseas offering and listing in foreign markets. 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, which could significantly limit or completely hinder our ability to offer or continue to offer PubCo Ordinary Shares to investors and could cause the value of PubCo Ordinary Shares to significantly decline or such shares to become worthless.”

Furthermore, the PRC government authorities may, on the basis of the Trial Measures, further refine and modify the supervision measures and supporting systems with respect to offerings that are conducted overseas and/or foreign investment in China-based issuers like us. Such actions taken by the PRC government authorities may intervene or influence our operations and are beyond our control. Therefore, any such action may materially and adversely affect our business and results of operations and significantly limit or hinder our ability to offer or continue to offer securities to you and cause our securities to significantly decline in value or become worthless.

The CSRC has recently released the Trial Measures for China-based companies seeking to conduct overseas offering and listing in foreign markets. 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, which could significantly limit or completely hinder our ability to offer or continue to offer PubCo Ordinary Shares to investors and could cause the value of PubCo Ordinary Shares to significantly decline or such shares to become worthless.

On February 17, 2023, the CSRC released the Trial Measures, which came into effect on March 31, 2023. The Trial Measures apply to (i) direct overseas securities offerings and/or listings conducted by companies incorporated in the PRC, or PRC domestic companies and (ii) indirect overseas securities offerings and/or listings conducted by companies incorporated overseas with operations primarily in the PRC and valued on the basis of equity, assets, profits or other interests in PRC domestic companies, or indirect offerings. An equity or equity-linked securities offering by an overseas company will be deemed an indirect offering if

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(i) more than 50% of such overseas company’s consolidated revenues, profit, total assets or net assets that are derived from its audited consolidated financial statements for the most recently completed fiscal year are attributable to PRC domestic companies, and (ii) any of the following three circumstances applies: key components of its operations are carried out in the PRC; its principal places of business are located in the PRC; or the majority of the senior management members in charge of operation and management are PRC citizens or residents. The determination will be made on the basis of “substance over form.” 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 overseas underwriters with the CSRC under certain conditions and the submission of an annual report to the CSRC within the required timeline.

On the same day, the CSRC also held a press conference for the release of the Trial Measures and issued the Notice on Overseas Filing, which, among others, clarifies that: (i) on or prior to the effective date of the Trial Measures, the PRC domestic companies that have already submitted valid applications for overseas offering and listing but have not obtained approval from overseas regulatory authorities or stock exchanges may reasonably arrange the timing for submitting their filing applications with the CSRC, and should complete the filing before the completion of their overseas offering and listing; and (ii) a six-month transition period will be granted to PRC domestic companies which, prior to the effective date of the Trial Measures, have already obtained the approval from overseas regulatory authorities or stock exchanges (such as the completion of registration in the market of the United States), but have not completed the indirect overseas listing; and follow-on offerings of such companies will need to comply with the Trial Measures.

Since our PRC subsidiaries accounted for more than 50% of our consolidated revenues, profit, total assets or net assets for the fiscal years ended December 31, 2022 and 2021, and the key components of our operations are carried out in the PRC, we believe that the Business Combination will be considered an indirect offering and we will be subject to the filing requirements under the Trial Measures.

Pursuant to the “Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies,” initial public offerings or listings in overseas markets are required to be filed with the CSRC within three working days. Where a domestic company seeks to indirectly offer and list securities in overseas markets, the issuer shall designate a major domestic operating entity, which shall, as the domestic responsible entity, file with the CSRC. This Registration Statement on Form F-4 was filed with the SEC on August 21, 2023, Eastern Time (August 22, 2023, Beijing Time). Baide Suzhou, as the designated major domestic operating entity, filed the required forms with the CSRC on August 24, 2023, Beijing Time, pursuant to the relevant CSRC regulations. 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.

The Trial Measures may subject us to additional compliance requirement in the future, and we cannot assure you that we will be able to get the clearance of filing procedures under the Trial Measures on a timely basis, or at all. Any actions by the PRC government to further refine or modify the supervision measures and supporting systems with respect to offerings that are conducted overseas and foreign investment in China-based issuers or any failure of us to fully comply with new regulatory requirements may significantly limit or completely hinder our ability to offer or continue to offer PubCo Ordinary Shares, cause significant disruption to our business operations, and severely damage our reputation, which would materially and adversely affect our financial condition and results of operations and cause PubCo Ordinary Shares to significantly decline in value or become worthless.

The PRC government has the power to exercise significant oversight and discretion over the conduct of our business, and the regulations to which we are subject may change rapidly and with little notice to us or our shareholders. As a result, the application, interpretation, and enforcement of new and existing laws and regulations in the PRC are often uncertain. In addition, these laws and regulations may be interpreted and applied inconsistently by different agencies or authorities, and inconsistently with our current policies and practices. New laws, regulations, and other government directives in the PRC may also be costly to comply with, and such compliance or any associated inquiries or investigations or any other government actions may:

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Delay or impede our development,

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Result in negative publicity or increase our operating costs,

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Require significant management time and attention, and

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Subject us to remedies, administrative penalties and even criminal liabilities that may harm our business, including fines assessed for our current or historical operations, or demands or orders that we modify or even cease our business practices.

The promulgation of new laws or regulations, or the new interpretation of existing laws and regulations, in each case that restrict or otherwise unfavorably impact the ability or manner in which we conduct our business and could require us to change certain aspects of our business to ensure compliance, which could decrease demand for our services, reduce revenues, increase costs, require us to obtain more licenses, permits, approvals or certificates, or subject us to additional liabilities. To the extent any new or more stringent measures are required to be implemented, our business, financial condition and results of operations could be adversely affected as well as materially decrease the value of PubCo’s Ordinary Shares.

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, financial condition, results of operations and the value of PubCo’s securities, and may result in our inability to sustain our growth and expansion strategies. The PRC government has significant authority to exert influence on the Chinese operations of an offshore holding company, and offerings conducted overseas and foreign investment in holding companies with China-based subsidiaries, such as PubCo. Changes in China’s economic, political or social conditions or government policies could have a material adverse effect on PubCo’s business, results of operations, financial condition and the value of PubCo’s securities.

Substantially all of our operations are conducted in the PRC and substantially all of our revenues are sourced from the PRC. Accordingly, our financial condition and results of operations are affected to a significant extent by economic, political and legal developments in the PRC or changes in government relations between China and the United States or other governments. There is significant uncertainty about the future relationship between the United States and China with respect to trade policies, treaties, government regulations and tariffs.

The Chinese economy differs from the economies of most developed countries in many respects, including the extent of government involvement in private businesses, level of development, growth rate, regulation of foreign exchange and guidance on resource allocation. Therefore, the PRC government exercises significant control over China’s economic growth by allocating resources, controlling payment of foreign currency-denominated obligations, setting monetary policy, regulating financial services and institutions, providing preferential treatment to particular industries and companies, and imposing industry-wide policies on certain industries. As substantially all of our operations are based in 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.

Results of operations and financial condition following the Business Combination could be materially and adversely affected by government control over capital investments, foreign investment or changes in applicable tax regulations. The PRC government has also implemented certain measures in the past, including interest rate adjustments, to control the pace of economic growth. These measures may cause decreased economic activity, which in turn could lead to a reduction in demand for Baird Medical’s products and consequently have a material adverse effect on PubCo’s business, results of operations, financial condition and the value of PubCo’s securities. Additionally, the PRC government may promulgate laws, regulations or policies that seek to impose stricter scrutiny over, or completely revise, the current regulatory regime in certain industries or in certain activities. For instance, the PRC government has significant discretion over business operations in China and may intervene with or influence specific industries or companies as it deems appropriate to further regulatory, political and societal goals, which could have a material and adverse effect on the future growth of the affected industries and the companies operating in such industries. Furthermore, the PRC government has also recently indicated an intent to exert more oversight and control over overseas securities offerings and foreign investments in China-based companies. Any such actions may materially and

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adversely affect PubCo’s business and results of operations and significantly limit or completely hinder PubCo’s ability to offer or continue to offer securities to you and cause the value of PubCo’s securities to significantly decline or be worthless.

Since July 2021, the PRC government has provided various new guidance on China-based companies raising capital outside of China, including the Opinions on Lawfully and Strictly Cracking Down Illegal Securities Activities, or the Opinions, which increases oversight and control of overseas listings by China-based companies, and the Measures of Cybersecurity Review, which requires government-led cybersecurity reviews of certain companies raising capital through offshore entities. In light of such developments, the SEC has imposed enhanced disclosure requirements on China-based companies seeking to register securities with the SEC. As substantially all of our operations are based in China, any future Chinese, U.S. or other rules and regulations that place restrictions on capital raising or other activities by China based companies could materially and adversely affect our business and results of operations. If the business environment in China deteriorates from the perspective of domestic or international investment, the market price of PubCo Ordinary Shares may also be materially and adversely affected. Given recent statements by the PRC government indicating an intent to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers, such actions could limit or completely hinder our ability to offer or continue to offer securities to investors and cause our securities to significantly decline in value or become worthless. Therefore, investors of our company and our business face potential uncertainty from actions taken by the PRC government affecting our business.

The Statement of Protocol between the PCAOB and the CSRC and related agencies, governing inspections and investigations of audit firms expands issuers’ rights for PCAOB compliance although uncertainties remain in implementation.

PCAOB compliance is of crucial importance for many issuers registering under U.S. securities laws and listing or applying to list on U.S. securities exchanges, including the Company. On August 26, 2022, the Public Company Accounting Oversight Board, or PCAOB, a nonprofit corporation established to oversee the audits of public companies, 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 investigate completely audit firms in Mainland China and Hong Kong. On December 15, 2022, the PCAOB Board determined that the PCAOB was able to secure complete access to inspect and investigate registered public accounting firms headquartered in mainland China and Hong Kong and voted to vacate its previous determinations to the contrary. However, should PRC authorities obstruct or otherwise fail to facilitate the PCAOB’s access in the future, the PCAOB Board will consider the need to issue a new determination. On December 29, 2022, the Accelerating Holding Foreign Companies Accountable Act was enacted, which amended the HFCAA by decreasing the number of non-inspection years from three years to two, thus reducing the time period before PubCo Ordinary Shares may be prohibited from trading or delisted. However, uncertainties still exist whether the framework will be fully complied. It remains unclear what the SEC’s implementation process related to the above rules will entail or what further actions the CSRC, the SEC, the PCAOB or Nasdaq will take to address implementation and other issues that may develop and what impact those actions will have on companies that have significant operations in the PRC and have securities listed on a U.S. stock exchange (including a national securities exchange or over-the-counter stock market). Further, new laws and regulations or changes in laws and regulations in both the United States and China could affect PubCo’s ability to list the PubCo Ordinary Shares on Nasdaq, which could materially impair the market for and market price of PubCo’s shares.

Uncertainties in the interpretation and enforcement of PRC laws and regulations could limit the legal protections available to you and us.

We are subject to various PRC laws, rules and regulations generally applicable to companies in China. The PRC legal system is based on written statutes. Unlike common law systems, it is a system in which legal

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cases have limited value as precedents. In the late 1970s, the PRC government began to promulgate a comprehensive system of laws and regulations governing economic matters in general. The overall effect of legislation over the past four decades has significantly increased the protections afforded to various forms of foreign or private-sector investment in China.

However, as these laws and regulations are relatively new, and due to the limited volume of published cases and their non-binding nature, interpretation and enforcement of these laws and regulations involve uncertainties. These laws and regulations may be subject to future changes, which could result in a material change in our operations and reduce the value of your investment in Baird Medical.

From time to time, we may have to resort to administrative and court proceedings to enforce our legal rights. However, any administrative or court proceedings may be protracted, resulting in substantial costs and diversion of resources and management attention, and since the PRC legal system is based on written statutes, it may be more difficult to evaluate the outcome of administrative and court proceedings than in the common law legal systems based on case law. Such uncertainties, including uncertainty over the scope and effect of our contractual, property (including intellectual property) and procedural rights, and any failure to respond to changes in the regulatory environment in China could materially and adversely affect our business, impede our ability to continue our operations and reduce the value of your investment in Baird Medical.

Furthermore, the PRC government has recently stated that it intends to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers like us. As substantially all of our operations are based in China, the PRC government may intervene or influence our operations at any time, which could result in a material change in our operations and/or the value of the securities we are registering. Such action could significantly limit or hinder our ability to offer or continue to offer securities to you and cause our securities to significantly decline in value or become worthless.

There are risks arising from the legal systems in China, including the risks and uncertainties regarding the improvement, revision, and interpretation of current and future PRC laws and regulations. It could limit the legal protections available to you and us. The PRC government may exert more control over offerings conducted overseas and/or foreign investment in China-based issuers, which could result in a material change in our operations, financial performance and/or the value of the PubCo Ordinary Shares and PubCo Warrants we are registering for sale, or impair our ability to raise money.

The PRC government supervises the manner in which we conduct our business activities in accordance with applicable laws and regulations, and any intervention or enforcement action by regulatory authorities could result in a material change in our operations and a decline in the value of PubCo Ordinary Shares and PubCo Warrants.

We are required to complete the overseas listing filing with the CSRC before listing on U.S. securities exchanges. Such filing with the CSRC was completed on January 2, 2024. However, if Chinese authorities decide to terminate our effective filing procedure to list on U.S. securities exchanges, we may not be able to continue listing on any U.S. securities exchange or continue to offer securities to investors, which would impact the viability of the Business Combination and have an adverse effect on our financial prospects.

The PRC government regulates the commercial economy by refining and modifying the legal and regulatory system from time to time. Our ability to operate in China may be negatively influenced by evolutions in PRC laws and regulations, including those relating to taxation, environmental regulations, land use rights, property and other matters. The central or local governments of the jurisdictions in which we operate may impose new, stricter regulations or interpretations of existing regulations that would require additional expenditures and efforts on our part to ensure our compliance with such regulations or interpretations.

For example, the Chinese cybersecurity regulator announced on July 2, 2021, that it had begun an investigation of Didi Global Inc. (NYSE: DIDI) and two days later ordered that the company’s app be removed from smartphone app stores. Similarly, our business segments may be subject to various government and regulatory interference in the regions in which we operate. We could be subject to regulation by various political and regulatory entities, including various local and municipal agencies and government sub-divisions. We may incur increased costs necessary to comply with existing and newly adopted laws and regulations or penalties for any failure to comply. Such intervention or control by the PRC government could result in a

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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.

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.

Baird Medical has received from PRC authorities all requisite licenses, permissions, and approvals needed to engage in the businesses currently conducted in the PRC. However, we cannot assure you that we will be able to meet such compliance requirements in the future in a timely manner, or at all. Any failure to fully comply with such compliance requirements in the future may cause us to be unable to begin new businesses or operations in the PRC, subject us to fines, suspend new businesses or operations until rectification, or other sanctions.

We believe Baird Medical is not required to obtain additional permissions or approvals to operate its current business. Baird Medical is required to complete the overseas listing filing procedure before it may issue its securities to foreign investors pursuant to the Trial Measures as imposed by the CSRC, and such filing procedure was completed on January 2, 2024. However, as confirmed by our PRC counsel, Dacheng Law Offices, LLP (“Dacheng”), Baird Medical is not required to obtain permission from the CAC or any other Chinese authorities to issue its securities to foreign investors based on PRC laws and regulations currently in effect, and Baird Medical has not received nor been denied such permission by any Chinese authorities, other than the CSRC which granted its permission on January 2, 2024. However, we cannot assure you that the PRC regulatory agencies, including the CAC, would take the same view as we do, and there is no assurance that we will always be able to successfully update or renew the licenses or permits required for the relevant business in a timely manner or that these licenses or permits are sufficient to conduct all of their present or future business. 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.

Actions by the government of China to exert more supervision over offerings, if any, may limit or completely hinder the Company’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.

The M&A Rules (as defined below) adopted by six PRC regulatory agencies in 2006 and amended in 2009, require an overseas special purpose vehicle formed for listing purposes through acquisitions of PRC domestic companies and controlled by PRC companies or individuals to obtain the approval of the CSRC prior to the listing and trading of such special purpose vehicle’s securities on an overseas stock exchange. In September 2006, the CSRC published a notice on its official website specifying documents and materials required to be submitted to it by a special purpose vehicle seeking CSRC approval of its overseas listings. However, substantial uncertainty remains regarding the scope and applicability of the M&A Rules to offshore special purpose vehicles. Currently, there is no consensus among leading PRC law firms regarding the scope and applicability of the CSRC approval requirement.

We believe that, as confirmed by Dacheng, CSRC’s approval under the M&A Rules is not required for this Business Combination (including the offering of PubCo Ordinary Shares to U.S. investors) and the listing and trading of PubCo Ordinary Shares on Nasdaq in the context of this Business Combination. However, we cannot assure you that relevant Chinese government agencies, including the CSRC, would reach the same conclusion as we do.

In addition, on February 17, 2023, the CSRC released the Trial Measures, which came into effect on March 31, 2023. See “Risk Factors — The CSRC has recently released the Trial Measures for China-based companies seeking to conduct overseas offering and listing in foreign markets. 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, which could significantly limit or completely hinder our ability to offer or continue to offer PubCo Ordinary Shares to investors and could cause the value of PubCo Ordinary Shares to significantly decline or such shares to become worthless.”

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Since Baird Medical’s PRC subsidiaries accounted for more than 50% of our consolidated revenues, profit, total assets or net assets for the fiscal years ended December 31, 2022 and 2021, and the key components of our 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 under the Trial Measures. The overseas listing filing procedure of the CSRC is required in connection with the Business Combination and was completed 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, and our funds or assets located within the PRC may not be available to fund operations or for other use outside of the PRC. However, 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, which procedures are required by the CSRC, 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. 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. See “— The CSRC has recently released the Trial Measures for China-based companies seeking to conduct overseas offering and listing in foreign markets. 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, which could significantly limit or completely hinder our ability to offer or continue to offer PubCo Ordinary Shares to investors and could cause the value of PubCo Ordinary Shares to significantly decline or such shares to become worthless.”

We have been closely monitoring the developments in the regulatory landscape in China, particularly regarding the requirement of approvals, including on a retrospective basis, from the CSRC, the CAC, or other PRC authorities with respect to the Business Combination, as well as other procedures that may be imposed on us. The government of China has the legal ability through its agencies to exert more supervision over offerings, which may limit or completely hinder the Company’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.

We may be liable for improper use or appropriation of personal information provided by our customers.

Our business involves collecting and retaining certain internal and customer data. We also maintain information about various aspects of our operations as well as regarding our employees. The integrity and protection of our customers, employees and company data is critical to our business. Our customers and employees expect that we will adequately protect their personal information. We are required by applicable laws to keep strictly confidential the personal information that we collect, and to take adequate security measures to safeguard such information.

The PRC Criminal Law, as amended by its Amendment 7 (effective on February 28, 2009) and Amendment 9 (effective on November 1, 2015), prohibits institutions, companies and their employees from selling or otherwise illegally disclosing a citizen’s personal information obtained in performing duties or providing services or obtaining such information through theft or other illegal ways. On November 7, 2016, the Standing Committee of the National People’s Congress, or the SCNPC, issued the Cyber Security Law of the PRC, which became effective on June 1, 2017. Pursuant to the Cyber Security Law of the PRC, network operators must not, without users’ consent, collect their personal information, and may only collect users’ personal information necessary to provide their services. Providers are also obliged to provide security maintenance for their products and services and shall comply with provisions regarding the protection of personal information as stipulated under the relevant laws and regulations.

The Civil Code of the PRC (issued by the PRC National People’s Congress on May 28, 2020 and effective from January 1, 2021) provides legal basis for privacy and personal information infringement claims under the Chinese civil laws. Furthermore, the PRC Personal Information Protection Law (issued by the Standing Committee of PRC National People’s Congress on August 20, 2021 and became effective from September 1,

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2021) further establishes the basic principles and specific requirements for the protection of personal information and becomes the main legal basis for the protection of personal information in China. PRC regulators, including the CAC, the Ministry of Industry and Information Technology (the “MIIT”), and the Ministry of Public Security, have been increasingly focused on regulation in data security and data protection.

The PRC regulatory requirements regarding cybersecurity are evolving. For instance, various regulatory bodies in China, including the CAC, the Ministry of Public Security and the State Administration for Market Regulation (the “SAMR”), have enforced data privacy and protection laws and regulations. The Measures for Cybersecurity Review (2021 version) issued by the CAC on November 16, 2021, which became effective on February 15, 2022, includes the following key changes:

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companies who are engaged in data processing are also subject to the regulatory scope;

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the CSRC is included as one of the regulatory authorities for purposes of jointly establishing the state cybersecurity review working mechanism;

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the operators of critical information infrastructure and online platform operators holding more than one million users/users’ (which is to be further specified) individual information and seeking a listing outside China shall file for cybersecurity review with the Cybersecurity Review Office; and

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the risks of core data, material data or large amounts of personal information being stolen, leaked, destroyed, damaged, illegally used or transmitted to overseas parties and the risks of critical information infrastructure, core data, material data or large amounts of personal information being influenced, controlled or used maliciously shall be collectively taken into consideration during the cybersecurity review process.

On July 7, 2022, the CAC published the Outbound Data Transfer Security Assessment Measures (the “Outbound Data Transfer Measures”), which became effective on September 1, 2022 and specifies the circumstances in which data processors providing data outbound shall apply for outbound data transfer security assessment with the CAC, including, among others, the data processor provides personal information that meets a certain threshold and/or important information outbound. We have disclosed certain information of our shareholders, directors, managerial officers, customers and employees to the relevant overseas counsel and Placement Agents for the purpose of due diligence, who are professional parties which have entered into legally binding non-disclosure agreements with us, we understand the amount of personal information we transferred outbound has not triggered the threshold of outbound data transfer security assessment set forth in Outbound Data Transfer Measures, and the information we provided outbound does not belong to important data under current PRC law, hence we believe we are not subject to the outbound data transfer security assessment. However, if we were in the future deemed to be a data processor providing important data outbound, we could become subject to the CAC outbound data security assessment requirements.

On November 14, 2021, the CAC published the Regulations for the Administration of Network Data Security (Draft for Comments), which reiterates that data processors that process the personal information of more than one million users listing in a foreign country should apply for a cybersecurity review. Currently, the Measures for Cybersecurity Review (2021 version) were adopted on December 28, 2021 and became effective on February 15, 2022.

We believe that our business operation and this listing are not subject to a cybersecurity review, but the relevant authorities may take a different position. Any failure or delay in the completion of the cybersecurity review procedures or any other non-compliance with the related laws and regulations may result in fines or other penalties, including suspension of business, website closure, and revocation of prerequisite licenses, as well as reputational damage or legal proceedings or actions against us, which may have material adverse effect on our business, financial condition or results of operations. Baird Medical has not set up any internal data privacy or cybersecurity protection mechanisms. Furthermore, Baird Medical’s clinical trials are conducted by third-party medical institutions that process medical information and other personal information during clinical trials. Baird Medical has not signed any data protection agreements with such third-party institutions or conducted any impact assessment or supervision on their data usage. The absence of internal cybersecurity and privacy protection mechanisms, noncompliance with multi-level protection of information systems procedures, and lack of data protection agreements with business partners may lead to potential compliance risks in accordance with relevant PRC cybersecurity and data protection laws.

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On June 10, 2021, the SCNPC promulgated the PRC Data Security Law, which took effect in September 2021. The PRC Data Security Law imposes data security and privacy obligations on entities and individuals carrying out data activities, and introduces a data classification and hierarchical protection system based on the importance of data in economic and social development, and the degree of harm it will cause to national security, public interests, or legitimate rights and interests of individuals or organizations when such data is tampered with, destroyed, leaked, illegally acquired or used. The PRC Data Security Law also provides for a national security review procedure for data activities that may affect national security and imposes export restrictions on certain data an information.

However, the laws and regulations relating to cybersecurity or data security may evolve in the future, and we cannot assure you that we will comply with such regulations in all respects and we may be ordered to rectify or terminate any actions that are deemed illegal by regulatory authorities. We may also become subject to fines and/or other sanctions which may have material adverse effect on our business, operations and financial condition.

The enforcement of the PRC Labor Contract Law and other labor-related regulations in the PRC may increase our labor costs, impose limitations on our labor practices and materially and adversely affect our business and our results of operations.

The PRC Labor Law and the Labor Contract Law of the People’s Republic of China (the “Labor Contract Law”) require that employers must execute written employment contracts with full-time employees. All employers must compensate their employees with wages equal to at least the local minimum wage standards. Violations of the PRC Labor Law and the Labor Contract Law may result in the imposition of fines, compensations and other administrative sanctions, and serious violations may constitute criminal offenses.

The Labor Contract Law became effective and was implemented on January 1, 2008, which was amended on December 28, 2012. It has reinforced the protection of employees who, under the PRC Labor Contract Law, have the right, among others, to enter into written labor contracts, to enter into labor contracts with no fixed terms under certain circumstances, to receive overtime wages and to terminate or alter terms in labor contracts.

In addition, the Labor Contract Law introduces specific provisions related to fixed-term employment contracts, part-time employment, probation, consultation with labor unions and employee assemblies, employment without a written contract, dismissal of employees, severance, and collective bargaining, which together represent enhanced enforcement of labor laws and regulations. For example, according to the PRC Labor Contract Law, an employer is obliged to sign an unfixed-term labor contract with any employee who has worked for the employer for 10 consecutive years. Further, if an employee requests or agrees to renew a fixed-term labor contract that has already been entered into twice consecutively, the resulting contract must have an unfixed term, with certain exceptions. The employer must pay economic compensation to an employee where a labor contract is terminated or expires in accordance with the PRC Labor Contract Law, except for certain situations that are specifically regulated. In addition, the government has issued various labor-related regulations to further protect the rights of employees. According to such laws and regulations, employees are entitled to annual leave ranging from five to 15 days and are able to be compensated for any untaken annual leave days in the amount of three times their daily salary, subject to certain exceptions. In the event that we decide to change our employment or labor practices, the Labor Contract Law and other labor-related regulation may also limit our ability to effect those changes in a manner that we believe to be cost-effective. In addition, our employment practices may not be deemed in compliance with the laws and regulations if we do not comply with the relevant laws and regulations. If we are subject to severe penalties or incur significant liabilities in connection with labor disputes or investigations, our business and financial conditions may be materially and adversely affected.

PRC regulations relating to foreign exchange registration of overseas investment and roundtrip investment in China by PRC residents through Special Purpose Vehicles may subject our PRC resident beneficial owners of our PRC subsidiaries to liability or penalties, limit our ability to inject capital into the subsidiary, limit PRC subsidiaries’ ability to increase its registered capital or distribute profits to us, or may otherwise materially and adversely affect us.

On July 4, 2014, the State Administration of Foreign Exchange of the People’s Republic of China, or SAFE, promulgated the Circular on Relevant Issues Relating to Domestic Resident’s Investment and

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Financing and Roundtrip Investment through Special Purpose Vehicles, or SAFE Circular 37, which replaced the former Notice on Relevant Issues Concerning Foreign Exchange Administration for PRC Residents to Engage in Financing and Inbound Investment via Overseas Special Purpose Vehicles (generally known as SAFE Circular 75) promulgated by SAFE on October 21, 2005. On February 13, 2015, SAFE further promulgated the Circular on Further Simplifying and Improving the Administration of the Foreign Exchange Concerning Direct Investment (“SAFE Circular 13”), which took effect on June 1, 2015. This SAFE Circular 13 has amended SAFE Circular 37 by requiring PRC residents or entities to register with qualified banks rather than SAFE or its local branch in connection with their direct establishment or indirect control of an offshore entity established for the purpose of overseas investment or financing with such PRC residents’ legally owned assets or equity interests in domestic enterprises or offshore assets or interests. Qualified local banks will directly examine and accept foreign exchange registration for overseas direct investment, including the initial foreign exchange registration and amendment registration, under Circular 37 from June 1, 2015.

These circulars further require amendment to the registration in the event of any significant changes with respect to the special purpose vehicle, such as an increase or decrease of capital contributed by PRC residents, share transfer or exchange, merger, division or other material events. In the event that a PRC resident holding interests in a special purpose vehicle fails to complete the required SAFE registration, the PRC subsidiaries of that special purpose vehicle may be prohibited from making profit distributions to the offshore parent and from carrying out subsequent cross-border foreign exchange activities, and the special purpose vehicle may be restricted in its ability to contribute additional capital into its PRC subsidiaries.

According to SAFE Circular 37 and SAFE Circular 13, our shareholders or beneficial owners who are PRC residents are subject to Circular 37 or other foreign exchange administrative regulations in respect of their investment in our company. To the best of our knowledge, substantially all of our PRC resident shareholders who directly or indirectly hold shares in our Cayman Islands holding company and who are known to us have completed the application for foreign exchange registrations for their foreign investment in our company in accordance with SAFE Circular 37 and SAFE Circular 13. We have taken steps to notify significant beneficial owners of PubCo Ordinary Shares whom we know are PRC residents of their filing obligations. However, we may not at all times be fully aware or informed of the identities of all our shareholders or beneficial owners that are required to make such registrations, and we may not always be able to compel them to comply with all relevant foreign exchange regulations. As a result, we cannot assure you that all of our shareholders or beneficial owners who are PRC residents will at all times comply with, or in the future make or obtain any applicable registrations or approvals required by all relevant foreign exchange regulations. The failure or inability of such individuals to comply with the registration procedures set forth in these regulations may subject us to fines or legal sanctions, restrictions on our cross-border investment activities or our PRC subsidiaries’ ability to distribute dividends to, or obtain foreign-exchange-dominated loans from, our company, or prevent us from making distributions or paying dividends. As a result, our business operations and our ability to make distributions to you could be materially and adversely affected.

We cannot predict how the amendments and refinements to regulations on foreign currency and cross-border transactions will affect our business operations or future strategy. In addition, if we decide to acquire additional PRC domestic companies, we cannot assure you that we or the owners of any such company, as the case may be, will be able to obtain the necessary approvals or complete the necessary filings and registrations required by the foreign exchange regulations. This may restrict our ability to implement our acquisition strategy and could materially and adversely affect our business and results of operations.

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.

Baird Medical is an exempted company incorporated in the Cayman Islands with limited liability structured as a holding company conducting its operations in China through its PRC subsidiaries. As permitted under PRC laws and regulations, in utilizing the proceeds of the Business Combination, we may make loans to our PRC subsidiaries subject to the approval from governmental authorities and limitation of amount, or we may make additional capital contributions to our PRC subsidiaries. Furthermore, loans by us to our PRC subsidiaries to finance their activities cannot exceed the statutory limits and are subject to the

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requirement of making necessary filings in the Foreign Investment Comprehensive Management Information System and registration with other governmental authorities in China.

The SAFE promulgated the Notice of the State Administration of Foreign Exchange on Reforming the Administration of Foreign Exchange Settlement of Capital of Foreign-invested Enterprises (“SAFE Circular 19”), effective on June 1, 2015, in replacement of the Circular on the Relevant Operating Issues Concerning the Improvement of the Administration of the Payment and Settlement of Foreign Currency Capital of Foreign-Invested Enterprises, the Notice from the State Administration of Foreign Exchange on Relevant Issues Concerning Strengthening the Administration of Foreign Exchange Businesses, and the Circular on Further Clarification and Regulation of the Issues Concerning the Administration of Certain Capital Account Foreign Exchange Businesses. According to SAFE Circular 19, the flow and use of the RMB capital converted from foreign currency-denominated registered capital of a foreign-invested company is regulated such that RMB capital may not be used for the issuance of RMB entrusted loans, the repayment of inter-enterprise loans or the repayment of bank loans that have been transferred to a third party. Although SAFE Circular 19 allows RMB capital converted from foreign currency-denominated registered capital of a foreign-invested enterprise to be used for equity investments within the PRC, it also reiterates the principle that RMB converted from the foreign currency-denominated capital of a foreign-invested company may not be directly or indirectly used for purposes beyond its business scope. Thus, it is unclear whether the SAFE will permit such capital to be used for equity investments in the PRC in actual practice. The SAFE promulgated the Notice of the State Administration of Foreign Exchange on Reforming and Standardizing the Foreign Exchange Settlement Management Policy of Capital Account (“SAFE Circular 16”), effective on June 9, 2016, which reiterates some of the rules set forth in SAFE Circular 19, but changes the prohibition against using RMB capital converted from foreign currency-denominated registered capital of a foreign-invested company to issue RMB entrusted loans to a prohibition against using such capital to grant loans to non-associated enterprises. Violations of SAFE Circular 19 and SAFE Circular 16 could result in administrative penalties. SAFE Circular 19 and SAFE Circular 16 may significantly limit our ability to transfer any foreign currency we hold to our PRC subsidiaries, which may materially and adversely affect our liquidity and our ability to fund and expand our business in the PRC.

In light of the various requirements imposed by PRC regulations on loans to, and direct investment in, the PRC subsidiaries by offshore holding companies, and the fact that the PRC government may restrict access to foreign currencies in the future, we cannot assure you that we will be able to complete the necessary government registrations or obtain the necessary government approvals on a timely basis, if at all, with respect to future loans by us to our PRC subsidiaries or with respect to future capital contributions by us to our PRC subsidiaries. If we fail to complete such registrations or obtain such approvals, our ability to use the proceeds from the Business Combination and to capitalize or otherwise fund our PRC operations may be negatively affected, which 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. Such classification would likely result in unfavorable tax consequences to us and our non-PRC enterprise shareholders and have a material adverse effect on our results of operations and the value of your investment.

Under the EIT Law, an enterprise established outside the PRC with “de facto management bodies” within the PRC is considered a “resident enterprise” for PRC enterprise income tax purposes and is generally subject to a uniform 25% enterprise income tax rate on its worldwide income. Under the implementation rules to the EIT Law, a “de facto management body” is defined as a body that has material and overall management and control over the manufacturing and business operations, personnel and human resources, finances and properties of an enterprise. In addition, a circular, known as SAT Circular 82, issued in April 2009 by the State Administration of Taxation (the “SAT”), specifies that certain offshore incorporated enterprises controlled by PRC enterprises or PRC enterprise groups will be classified as PRC resident enterprises if the following are located or resident in the PRC: senior management personnel and departments that are responsible for daily production, operation and management; financial and personnel decision making bodies; key properties, accounting books, company seal, and minutes of board meetings and shareholders’ meetings; and half or more of the senior management or directors having voting rights. Further to SAT Circular 82, the SAT issued a bulletin, known as SAT Bulletin 45, which took effect in September 2011, to provide more guidance on the

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implementation of SAT Circular 82 and clarify the reporting and filing obligations of such “Chinese-controlled offshore incorporated resident enterprises.” SAT Bulletin 45 provides procedures and administrative details for the determination of resident status and administration on post-determination matters. Although both SAT Circular 82 and SAT Bulletin 45 only apply to offshore enterprises controlled by PRC enterprises or PRC enterprise groups, not those controlled by PRC individuals or foreign individuals, the determining criteria set forth in SAT Circular 82 and SAT Bulletin 45 may reflect the SAT’s general position on how the “de facto management body” test should be applied in determining the tax resident status of offshore enterprises, regardless of whether they are controlled by PRC enterprises, PRC enterprise groups or by PRC or foreign individuals.

We do not believe that we, as an exempted company incorporated in the Cayman Islands with limited liability meet all of the conditions above thus we do not believe that we are a PRC resident enterprise, though all members of our management team as well as the management team of our offshore holding company are located in China. However, if the PRC tax authorities determine that we are a PRC resident enterprise for PRC enterprise income tax purposes, a number of unfavorable PRC tax consequences could follow. First, we will be subject to the uniform 25% enterprise income tax on our world-wide income, which could materially reduce our net income. In addition, we will also be subject to PRC enterprise income tax reporting obligations. However, the tax resident status of an enterprise is subject to determination by the PRC tax authorities and uncertainties remain with respect to the interpretation of the term “de facto management body.”

Finally, if we are regarded as a PRC resident enterprise, any dividends payable by us to our investors and gains on the sale of our shares would become subject to PRC withholding tax, at a rate of 10% in the case of non-PRC enterprises (subject to the provisions of any applicable tax treaty). It is unclear whether non-PRC enterprise shareholders of our company would be able to claim the benefits of any tax treaties between their country of tax residence and the PRC in the event that we are treated as a PRC resident enterprise. Any such tax may reduce the returns on your investment in the PubCo Ordinary Shares.

Enhanced scrutiny over acquisition transactions by the PRC tax authorities may have a negative impact on potential acquisitions we may pursue in the future.

Pursuant to the Notice on Strengthening Administration of Enterprise Income Tax for Share Transfers by Non-PRC Resident Enterprises (“SAT Circular 698”) issued by the SAT on December 10, 2009, where a foreign investor transfers the equity interests of a resident enterprise indirectly via disposition of the equity interests of an overseas holding company, or an “indirect transfer,” and such overseas holding company is located in a tax jurisdiction that (i) has an effective tax rate less than 12.5% or (ii) does not tax foreign income of its residents, the foreign investor shall report the indirect transfer to the competent tax authority. The PRC tax authority will examine the true nature of the indirect transfer, and if the tax authority considers that the foreign investor has adopted an “abusive arrangement” in order to avoid PRC tax, it may disregard the existence of the overseas holding company and re-characterize the indirect transfer.

On February 3, 2015, the SAT issued the Announcement of the State Administration of Taxation on Several Issues Concerning the Enterprise Income Tax on Indirect Property Transfer by Non-Resident Enterprises (“SAT Bulletin 7”), to supersede existing provisions in relation to the “indirect transfer” as set forth in SAT Circular 698, while the other provisions of SAT Circular 698 remain in force. Pursuant to SAT Bulletin 7, where a non-resident enterprise indirectly transfers properties such as equity in PRC resident enterprises without any justifiable business purposes and aiming to avoid the payment of enterprise income tax, such indirect transfer must be reclassified as a direct transfer of equity in PRC resident enterprises. To assess whether an indirect transfer of PRC taxable properties has reasonable commercial purposes, all arrangements related to the indirect transfer must be considered comprehensively and factors set forth in SAT Bulletin 7 must be comprehensively analyzed in light of the actual circumstances. SAT Bulletin 7 also provides that, where a non-PRC resident enterprise transfers its equity interests in a resident enterprise to its related parties at a price lower than the fair market value, the competent tax authority has the power to make a reasonable adjustment to the taxable income of the transaction. We believe that the rule under Article 6 of SAT Bulletin 7 establishes the “internal reorganization exemption” that if the following three criteria should be met simultaneously, then the transaction will be deemed to have a “bona fide commercial purpose”: (1) The transfer of equity owns 80% or more of the equity of the transferee directly or indirectly, or the same party holds 80% or more of both the equity of the transferor and the equity of the transferee. (2) In the case of an

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indirect transfer transaction that has not yet occurred, its PRC income tax burden will not be reduced, and (3) The transferee of equity constitutes full payment of the consideration for the equity transaction using its equity or the equity of an enterprise in which it holds a controlling stake (excluding the equity of a listed enterprise). We believe that a share exchange meets the criterion and thus would not be subject to PRC enterprise income tax. However, failure to satisfy any of these criteria would cause a share exchange to be become subject to PRC enterprise income tax for the gains derived from such indirect transfer and the transferee or other person who is obligated to pay for the transfer is obligated to withhold the applicable taxes, currently at a rate of up to 10% for the transfer of equity interest in a PRC resident enterprise. Both the transferor and the transferee may be subject to penalties under PRC tax laws if the transferee fails to withhold the taxes and the transferor fails to pay the taxes.

On October 17, 2017, the SAT issued the Announcement of the State Administration of Taxation on Matters Concerning Withholding of Income Tax of Non-resident Enterprises as Source (“SAT Bulletin 37”), which repealed the entire SAT Circular 698 and the provision in relation to the time limit for the withholding agent to declare to the competent tax authority for payment of such tax of SAT Bulletin 7. Pursuant to SAT Bulletin 37, the income from a property transfer, as stipulated in the second item under Article 19 of the EIT Law, shall include the income derived from transferring such equity investment assets as stock equity. The balance of deducting the equity’s net value from the total income from equity transfer shall be taxable income from equity transfer. Where a withholding agent enters into a business contract, involving the income specified in the third paragraph of Article 3 in the EIT Law, with a non-resident enterprise, the tax-excluding income of the non-resident enterprise will be treated as the tax-including income, based on which the tax payment will be calculated and remitted, if it is agreed in the contract that the withholding agent shall assume the tax payable.

It is possible that we or our non-PRC resident investors may become at risk of being taxed under SAT Bulletin 7 and SAT Bulletin 37 and may be required to expend valuable resources to comply with SAT Bulletin 7 and SAT Bulletin 37 or to establish that we or our non-PRC resident investors should not be taxed under SAT Bulletin 7 and SAT Bulletin 37, which may have an adverse effect on our financial condition and results of operations or such non-PRC resident investors’ investment in us.

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.

Under the EIT Law and its implementation regulations issued by the State Council, a 10% PRC withholding tax is applicable to dividends payable to investors that are non-resident enterprises, which do not have an establishment or place of business in the PRC or which have such establishment or place of business but the dividends are not effectively connected with such establishment or place of business, to the extent such dividends are derived from sources within the PRC. Any gain realized on the transfer of PubCo Ordinary Shares by such investors is also subject to PRC tax at a current rate of 10% which in the case of dividends will be withheld at source if such gain is regarded as income derived from sources within the PRC. If we are deemed a PRC resident enterprise, dividends paid on PubCo Ordinary Shares, and any gain realized from the transfer of PubCo Ordinary Shares, may be treated as income derived from sources within the PRC and may as a result be subject to PRC taxation. Furthermore, if we are deemed a PRC resident enterprise, dividends payable to individual investors who are non-PRC residents and any gain realized on the transfer of PubCo Ordinary Shares by such investors may be subject to PRC tax at a current rate of 20%. Any PRC tax liability may be reduced under applicable tax treaties. However, it is unclear whether holders of PubCo Ordinary Shares would be able to claim the benefit of income tax treaties or agreements entered into between China and other countries or areas if we are considered a PRC resident enterprise. If dividends payable to our non-PRC investors, or gains from the transfer of PubCo Ordinary Shares by such investors are subject to PRC tax, the value of your investment in PubCo Ordinary Shares may decline significantly.

We may rely on dividends and other distributions on equity paid by our PRC subsidiaries to fund any cash and financing requirements we may have, and the PRC subsidiaries’ restrictions on paying dividends or making other payments to us could restrict our ability to satisfy our liquidity requirements and have a material and adverse effect on our ability to conduct our business.

PubCo is an exempted company incorporated in the Cayman Islands with limited liability structured as a holding company. We may need dividends and other distributions on equity from our PRC subsidiaries to

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satisfy our liquidity requirements, including the funds necessary to pay dividends and other cash distributions to shareholders and service, any debt Baird Medical may incur. Our PRC subsidiaries generate and retain cash generated from operating activities and re-invest it in our business. Current PRC regulations permit our PRC subsidiaries to pay dividends to us only out of their accumulated profits after tax, if any, determined in accordance with PRC accounting standards and regulations. In addition, our PRC subsidiaries are required to set aside at least 10% of their accumulated profits after tax each year, if any, to fund certain reserve funds until the total amount set aside reaches 50% of their registered capital. Our PRC subsidiaries may also allocate a portion of their after-tax profits based on PRC accounting standards to employee welfare and bonus funds at their discretion. These reserves are not distributable as cash dividends. Furthermore, if any PRC subsidiary incurs debt on its own behalf in the future, the instruments governing the debt may restrict their ability to pay dividends or make other payments to us. Any limitation on the ability of our PRC subsidiaries to distribute dividends or to make payments to us may restrict our ability to satisfy our liquidity requirements.

In addition, the EIT Law, and its implementation rules provide that a withholding tax rate of up to 10% will be applicable to dividends payable by Chinese companies to non-PRC-resident enterprises unless otherwise exempted or reduced according to treaties or arrangements between the PRC central government and governments of other countries or regions where the non-PRC-resident enterprises are incorporated.

In response to the persistent capital outflow in China and the RMB’s depreciation against the U.S. dollar in the fourth quarter of 2016, the People’s Bank of China (“PBOC”) and SAFE promulgated a series of capital control measures in early 2017, including stricter vetting procedures for domestic companies to remit foreign currency for overseas investments, dividends payments and shareholder loan repayments. The PRC government may continue to strengthen its capital controls, and more restrictions and substantial vetting process may be put forward by SAFE for cross-border transactions falling under both the current account and the capital account. Any limitation on the ability of our PRC subsidiaries to pay dividends or make other kinds of payments to us could materially and adversely limit our ability to grow, make investments or acquisitions that could be beneficial to our business, pay dividends, or otherwise fund and conduct our business. Such actions could limit or completely hinder our ability to offer or continue to offer securities to investors and cause our securities to significantly decline in value or become worthless. Therefore, investors of our company and our business face potential uncertainty from actions taken by the PRC government affecting our business.

Fluctuations in exchange rates could result in foreign currency exchange losses to us and may reduce the value of, and amount in U.S. Dollars of dividends payable on, our shares in foreign currency terms and could impact our gross profit and gross margin.

The value of the RMB against the U.S. dollar and other currencies may fluctuate and is affected by, among other things, changes in political and economic conditions and the foreign exchange policy adopted by the PRC government. In August 2015, the PBOC changed the way it calculates the mid-point price of RMB against the U.S. dollar, requiring the market-makers who submit for reference rates to consider the previous day’s closing spot rate, foreign-exchange demand and supply as well as changes in major currency rates. In 2018, the value of the RMB appreciated by approximately 5.5% against the U.S. dollar; and in 2019, the RMB appreciated by approximately 1.9% against the U.S. dollar. It is difficult to predict how market forces or PRC or U.S. government policy, including any interest rate increases by the Federal Reserve, may impact the exchange rate between the RMB and the U.S. dollar in the future. There remains significant international pressure on the PRC government to adopt a more flexible currency policy, including from the U.S. government, which has threatened to label China as a “currency manipulator,” which could result in greater fluctuation of the RMB against the U.S. dollar. It is difficult to predict how market forces or government policies may impact the exchange rate between the RMB and the U.S. dollar or other currencies in the future. In addition, the PBOC regularly intervenes in the foreign exchange market to limit fluctuations in RMB exchange rates and achieve policy goals. If the exchange rate between RMB and U.S. dollar fluctuates in unanticipated manners, our results of operations and financial condition, and the value of, and dividends payable on, our shares in foreign currency terms may be adversely affected. We may not be able to pay dividends in foreign currencies to our shareholders. Appreciation of RMB to U.S. dollar will result in foreign currency translation gain, while depreciation of RMB to U.S. dollar will result in foreign currency translation loss.

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

All of our revenues are denominated in Renminbi. The Renminbi is currently freely convertible without prior approval by the SAFE by complying with certain procedural requirements under the “current account,” which includes dividends, trade and service-related foreign exchange transactions, but not under the “capital account,” which includes foreign direct investment and loans, including loans we may secure from our onshore subsidiaries. Currently, our PRC subsidiaries may purchase foreign currency for settlement of “current account transactions,” including payment of dividends to us, without the approval of SAFE by complying with certain procedural requirements. However, the relevant PRC governmental authorities may limit or eliminate our ability to purchase foreign currencies in the future for current account transactions. Since we expect a significant portion of our future revenue will be denominated in Renminbi, any existing and future restrictions on currency exchange may limit our ability to utilize revenue generated in Renminbi to fund our business activities outside of the PRC or pay dividends in foreign currencies to our shareholders. Foreign exchange transactions under the capital account remain subject to limitations and require approvals from, or registration with, SAFE and other relevant PRC governmental authorities. This could affect our ability to obtain foreign currency through debt or equity financing for our subsidiaries.

It may be difficult for overseas shareholders and/or regulators to conduct investigation or collect evidence within China.

With respect to shareholder claims or regulatory investigation, there are legal and other obstacles to obtaining information needed from China for cross-border regulatory investigations or litigation due to lack of treaties or cooperation mechanism between China and United States in this regard. Although the authorities in China may establish a regulatory cooperation mechanism with the securities regulatory authorities of another country or region to implement cross-border supervision and administration, such cooperation with the securities regulatory authorities in the Unities States may not be efficient in the absence of mutual and practical cooperation mechanism.

The approval of the CSRC, the CAC, or other PRC regulatory agencies may be required in connection with the Business Combination under a PRC regulation or any new laws, rules or regulations to be enacted, and if required, we cannot assure you that we will be able to obtain such approval.

The M&A Rules adopted by six PRC regulatory agencies in 2006 and amended in 2009, requires an overseas special purpose vehicle formed for listing purposes through acquisitions of PRC domestic companies and controlled by PRC companies or individuals to obtain the approval of the CSRC prior to the listing and trading of such special purpose vehicle’s securities on an overseas stock exchange. In September 2006, the CSRC published a notice on its official website specifying documents and materials required to be submitted to it by a special purpose vehicle seeking CSRC approval of its overseas listings.

Based on legal analysis performed by our PRC counsel, Dacheng, we believe that the CSRC’s approval under the M&A Rules is not required for this Business Combination (including the offering of PubCo Ordinary Shares to U.S. investors) and the listing and trading of PubCo Ordinary Shares on Nasdaq in the context of this Business Combination, given that:

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the CSRC currently has not issued any definitive rule or interpretation concerning whether offerings like ours under this proxy statement/prospectus are subject to this regulation; and

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Our PRC subsidiaries were not established by a merger with or an acquisition of any PRC domestic companies as defined under the M&A Rules. Tycoon became a foreign-invested enterprise in the process of becoming a wholly-owned holding company of Betters, which invested in the PRC, and the acquisition of the equity of a foreign-invested enterprise shall not be a merger or acquisition of the equity or assets of a “PRC domestic enterprise” as defined under the M&A Rules.

However, there remains some uncertainty as to how the M&A Rules will be interpreted or implemented in the context of an overseas offering and its opinions summarized above are subject to any new laws, rules and regulations or detailed implementations in any form relating to the M&A Rules or overseas offering approval. We cannot assure you that relevant PRC governmental agencies, including the CSRC, would reach the same conclusion as we do.

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The M&A Rules and certain other PRC regulations establish complex procedures for some acquisitions of Chinese companies by foreign investors, which could make it more difficult for us to pursue growth through acquisitions in China.

The M&A Rules discussed in the preceding risk factor and related regulations and rules concerning mergers and acquisitions established additional procedures and requirements that could make merger and acquisition activities by foreign investors more time-consuming and complex. For example, the M&A Rules require that MOFCOM be notified in advance of any change-of-control transaction in which a foreign investor takes control of a PRC domestic enterprise, if (i) any important industry is concerned, (ii) such transaction involves factors that have or may have impact on the national economic security, (iii) such transaction will lead to a change in control of a domestic enterprise which holds a famous trademark or PRC time-honored brand, or (iv) or in circumstances where overseas companies established or controlled by PRC enterprises or residents acquire affiliated domestic companies. Mergers, acquisitions or contractual arrangements that allow one market player to take control of or to exert decisive impact on another market player must also be notified in advance to the MOFCOM when the threshold under the Provisions on Thresholds for Prior Notification of Concentrations of Undertakings issued by the State Council in August 2008 is triggered.

In addition, the security review rules issued by the MOFCOM that became effective in September 2011 specify that mergers and acquisitions by foreign investors that raise “national defense and security” concerns and mergers and acquisitions through which foreign investors may acquire de facto control over domestic enterprises that raise “national security” concerns are subject to strict review by the MOFCOM, and the rules prohibit any activities attempting to bypass a security review, including by structuring the transaction through a proxy or contractual control arrangement. Furthermore, according to the security review, foreign investments that would result in acquiring the actual control of assets in certain key sectors, such as critical agricultural products, energy and resources, equipment manufacturing, infrastructure, transport, cultural products and services, information technology, Internet products and services, financial services and technology sectors, are required to obtain approval from designated governmental authorities in advance.

In the future, we may grow our business by acquiring complementary businesses. Complying with the requirements of the above-mentioned regulations and other relevant rules to complete such transactions, if required, could be time-consuming, and any required approval processes, including obtaining approval from the MOFCOM or its local counterparts may delay or inhibit our ability to complete such transactions. It is unclear whether our business would be deemed to be in an industry that raises “national defense and security” or “national security” concerns. We believe that Baird Medical is not considered to be an entity that requires security review, however, as the authorities revise the relevant industry categories related to defense security, we cannot guarantee that acquiring complementary businesses will not cause Baird Medical to become subject to security review. The MOFCOM or other government agencies may publish explanations in the future determining that our business is in an industry subject to the security review, in which case our future acquisitions in the PRC, including those by way of entering into contractual control arrangements with target entities, may be closely scrutinized or prohibited. Our ability to expand our business or maintain or expand our market share through future acquisitions would as such be materially and adversely affected. Furthermore, according to the M&A Rules, if a PRC entity or individual plans to merge or acquire its related PRC entity through an overseas company legitimately incorporated or controlled by such entity or individual, such a merger and acquisition will be subject to examination and approval by the MOFCOM. There is a possibility that the PRC regulators may promulgate new rules or explanations requiring that we obtain the approval of the MOFCOM or other PRC governmental authorities for our completed or ongoing mergers and acquisitions. There is no assurance that, if we plan to make an acquisition, we can obtain such approval from the MOFCOM or any other relevant PRC governmental authorities for our mergers and acquisitions, and if we fail to obtain those approvals, we may be required to suspend our acquisition and be subject to penalties. Any uncertainties regarding such approval requirements could have a material adverse effect on our business, results of operations and corporate structure.

To the extent cash or assets in our business are in the PRC or a PRC entity, the funds or assets may not be available to fund operations or for other use outside of the PRC due to supervision by the PRC government over our and our subsidiaries’ ability to transfer cash or assets, which may materially and adversely affect our business, financial condition and results of operations and may result in our inability to sustain our growth and expansion strategies.

Baird Medical is an offshore holding company with no material operations of its own and conducts substantially all of its operations through its PRC subsidiaries. Substantially all of our cash and assets are

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located in the PRC. As a holding company, Baird Medical may rely on dividends and other distributions on equity paid by its PRC subsidiaries for its cash and financing requirements. If our PRC subsidiaries incur debt on its own behalf in the future, the instruments governing such debt may restrict its ability to pay dividends to us. We are in the process of adopting our formal cash management policies which will dictate the purpose, amount and procedure of cash transfers among our holding company and subsidiaries. Historically, one PRC operating entity provides financial support for other entities’ operations by inter-company loans and we have not experienced difficulties or limitations on our ability to transfer cash between subsidiaries. Cash transfers among our PRC operating entities and their subsidiaries are generally approved by the management of the company providing the funds. Among Baird Medical and its subsidiaries, cash is transferred from Baird Medical and Tycoon as needed in the form of capital contributions or working capital loans, as the case may be, to the PRC subsidiaries as we are permitted under PRC laws and regulations to provide funding to our PRC subsidiaries only through loans or capital contributions, and only if we satisfy the applicable government registration and approval requirements. We believe that there is no restriction imposed by the Hong Kong government on the transfer of capital within, into and out of Hong Kong (including funds from Hong Kong to the PRC), except transfer of funds involving money laundering and criminal activities. However, to the extent cash or assets in our business are in the PRC or Hong Kong or a PRC or Hong Kong entity, the funds or assets may not be available to fund operations or for other use outside of the PRC or Hong Kong if we are not able to achieve satisfactory compliance with the requirements of the foreign exchange management system, which may affect our and our subsidiaries’ ability to transfer cash or assets. No transfers, dividends or other distributions have been made to date from our subsidiaries to our holding company nor have we or any of our subsidiaries ever paid dividends or made distributions to U.S. investors to date.

The PRC government imposes restrictions on the convertibility of the Renminbi into foreign currencies and, in certain cases, the remittance of currency out of China. Due to the requirements of the foreign exchange management system, we may not be able to obtain sufficient foreign currencies to satisfy our foreign currency demands and transfer cash out of China, and pay dividends in foreign currencies to our shareholders. Therefore, to the extent cash or assets in our business are in the PRC or Hong Kong or a PRC or Hong Kong entity, the funds or assets may not be available to fund operations or for other use outside of the PRC or Hong Kong if we cannot adhere to the foreign exchange management system’s requirements, which will influence the ability of our company and our subsidiaries to transfer cash or assets, which may in turn materially and adversely affect our business, financial condition and results of operations and may result in our inability to sustain our growth and expansion strategies.

Notwithstanding the foregoing, we cannot predict the development of future regulatory policies, and there can be no assurance that the PRC government will not exercise its ability to modify the regulations on our ability to transfer or distribute cash within our PRC subsidiaries or to foreign investors, which could result in an inability or prohibition on making transfers or distributions outside of China and may materially and adversely affect our business, financial condition and results of operations.

Baird Medical is an exempted company incorporated under the laws of the Cayman Islands. We conduct substantially all of our production and sales in China, and substantially all of our assets are located in China. In addition, a majority of our executive officers and directors are foreign nationals who either reside in Hong Kong or China for a significant portion of the time, and whose respective assets are substantially located outside of the United States. Specifically, Joseph Douglas Ragan III and Chris Ng are based in Hong Kong and Haimei Wu, Quan Qiu, Wei Hou, Jianguo Ma and Mingzhao Xing are based in China. Therefore, it may be difficult or impossible for you to effect service of process upon us or those persons either inside Hong Kong or mainland China, as the case may be. Even if you are able to effect service of process on PubCo, its directors or officers, and a Hong Kong or China court decides to enforce a liability or judgment against PubCo or such persons, the associated cost and time constraints may make obtaining such enforcement unreasonable or impossible. Further, whether a court in Hong Kong will enforce liabilities and judgments from foreign jurisdictions such as the United States, the Cayman Islands and many other jurisdictions is dependent on whether such jurisdiction is listed under the Foreign Judgments (Reciprocal Enforcement) Ordinance or whether a competent court in Hong Kong exercises its judicial discretion under common law, and even then, judgments may only be recognized if such judgment (i) is for a fixed sum of money, (ii) is final and conclusive,

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and (iii) was rendered from a foreign court with jurisdiction to adjudicate the subject matter. In China, PRC courts may recognize and enforce foreign judgments in accordance with the requirements of the PRC Civil Procedures Law based either on treaties between China and the country or region where the judgment is made or on reciprocity between jurisdictions. The PRC does not have treaties providing for the reciprocal recognition and enforcement of judgments of courts or other form of reciprocity with the United States, the Cayman Islands and many other jurisdictions. As a result, it may be difficult for you to enforce judgments obtained in U.S. courts based on the civil liability provisions of the U.S. federal securities laws against us and our officers and directors who do not reside in the United States or have substantial assets located in the United States. In addition, the recognition or enforcement by PRC courts of a judgment made against us or such persons under the civil liability provisions of the securities laws of the United States or any state is subject to international treaties.

With respect to shareholder claims, including securities law class actions and fraud claims, there are legal and other obstacles to obtaining information needed from China for shareholder investigations or litigations due to lack of treaties or cooperation mechanism between China and United States in this regard. Although the local authorities in China may establish a regulatory cooperation mechanism with the securities regulatory authorities of another country or region to implement cross-border supervision and administration, such regulatory cooperation with the securities regulatory authorities in the United States has not been efficient in the absence of a mutual and practical cooperation mechanism. According to Article 177 of the PRC Securities Law which became effective in March 2020, no overseas securities regulator is allowed to directly conduct investigation or evidence collection activities within the PRC. However, 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 Statement of Protocol includes detailed and specific commitments from the CSRC that would allow PCAOB inspections and investigations meeting U.S. standards, establishing cooperation mechanisms with respect to audit inspections and investigations procedures. Nevertheless, there are some limitations on the ability for an overseas securities regulator to directly conduct investigation or evidence collection activities within China, which may further increase difficulties faced by you in protecting your interests.

The tension in international trade and rising political tension, particularly between U.S. and China, may adversely impact our business, financial condition, and results of operations.

Although cross-border business may not be an area of our focus, as we plan to expand our business internationally in the future, any unfavorable government policies on international trade, such as capital controls or tariffs, may affect the demand for our products and services, impact our competitive position, or prevent us from being able to conduct business in certain countries. If any new tariffs, legislation, or regulations are implemented, or if existing trade agreements are renegotiated, such changes could materially and adversely affect our business, financial condition, and results of operations. Recently, there have been heightened tensions in international economic relations, such as the one between the United States and China. The U.S. government has recently imposed, and has recently proposed to impose additional, new, or higher tariffs on certain products imported from China to penalize China for what it characterizes as unfair trade practices. China has responded by imposing, and proposing to impose additional, new, or higher tariffs on certain products imported from the United States. Following mutual retaliatory actions for months, on January 15, 2020, the United States and China entered into the Economic and Trade Agreement Between the United States of America and the People’s Republic of China as a phase one trade deal, effective on February 14, 2020.

Although the direct impact of the current international trade tension, and any escalation of such tension, on the medical equipment industry in China is uncertain, the negative impact on general, economic, political and social conditions may adversely impact our business, financial condition and results of operations.

In addition, political tensions between the United States and China have escalated due to, among other things, trade disputes, sanctions imposed by the U.S. Department of Treasury on certain officials of the Hong Kong Special Administrative Region and the central government of the PRC and the executive orders issued by U.S. President Donald J. Trump in August 2020 that prohibit certain transactions with certain Chinese companies and their applications. Rising political tensions could reduce levels of trades, investments, technological exchanges and other economic activities between the two major economies, which would have a

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material adverse effect on global economic conditions and the stability of global financial markets. Any of these factors could have a material adverse effect on our business, prospects, financial condition and results of operations.

Risks Relating to ExcelFin, PubCo and the Business Combination

The process of taking a company public by means of a business combination with a special purpose acquisition company (a “SPAC”) is different from taking a company public through an underwritten public offering and may create risks for unaffiliated investors.

An underwritten offering involves a company engaging underwriters to purchase its shares and resell them to the public. United States federal securities laws impose statutory liability on the underwriters in a public underwritten offering for material misstatements or omissions contained in the registration statement unless they are able to sustain the burden of proving that they did not know and could not reasonably have discovered such material misstatements or omissions. This is commonly referred to as a “due diligence” defense and results in the underwriters undertaking a detailed review of the company’s business, financial condition and results of operations.

A business combination with a SPAC does not involve an underwritten offering and there are no underwriters. Prospective PubCo shareholders must rely on the information in this proxy statement/prospectus and will not have the benefit of an independent review and investigation of the type normally performed by an independent underwriter in a public underwritten offering. Although ExcelFin performed a due diligence review and investigation of Baird Medical in connection with the Business Combination, ExcelFin has different incentives and objectives in the Business Combination than an underwriter would in a traditional underwritten initial public offering.

In addition, going public via a business combination with a SPAC does not involve a book-building process as is the case in an underwritten public offering. In any underwritten public offering, the initial value of a company is set by investors who indicate the price at which they are prepared to purchase shares from the underwriters. In the case of a SPAC transaction, the value of the company is established by means of negotiations between the target company, the SPAC and, in some cases, other investors who agree to purchase shares at the time of the business combination. The process of establishing the value of a company in a SPAC business combination may be less effective than the book-building process in an underwritten public offering and also does not reflect events that may have occurred between the date of the Business Combination Agreement and the closing of the transaction. In addition, underwritten public offerings are frequently oversubscribed resulting in additional potential demand for shares in the aftermarket following the underwritten public offering. There is no such book of demand built up in connection with a SPAC transaction and no underwriters with the responsibility of stabilizing the share price which may result in the share price being harder to sustain after the transaction.

Certain of our officers and directors are now, and all of them may in the future become, affiliated with entities engaged in business activities similar to those conducted by us and, accordingly, may have conflicts of interest in allocating their time and determining to which entity a particular business opportunity should be presented.

Until we consummate our initial business combination, we intend to engage in the business of identifying and combining with one or more businesses. The Sponsor and our officers and directors are, and may in the future become, affiliated with entities (such as operating companies or investment vehicles) that are engaged in a similar business, including other special purpose acquisition companies with a class of securities registered under the Exchange Act.

Our officers and directors also may become aware of business opportunities which may be appropriate for presentation to us and the other entities to which they owe certain fiduciary or contractual duties. The ExcelFin Charter provides that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as our director or officer and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue, and to the extent the director or officer is permitted to refer that opportunity to us without violating any legal obligation.

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In the absence of the “corporate opportunity” waiver in our charter, certain candidates would not be able to serve as an officer or director. We believe we substantially benefit from having representatives who bring significant, relevant and valuable experience to our management, and, as a result, the inclusion of the “corporate opportunity” waiver in the ExcelFin Charter provides us with greater flexibility to attract and retain the officers and directors that we feel are the best candidates.

However, the personal and financial interests of our directors and officers may influence their motivation in timely identifying and selecting a target business and completing a business combination. The different timelines of competing business combinations could cause our directors and officers to prioritize a different business combination over finding a suitable acquisition target for our business combination. Consequently, our directors’ and officers’ discretion in identifying and selecting a suitable target business may result in a conflict of interest when determining whether the terms, conditions and timing of a particular business combination are appropriate and in our stockholders’ best interest, which could negatively impact the timing for a business combination. We are not aware of any such conflicts of interest and do not believe that any such conflicts of interest impacted our search for an acquisition target.

The proposed Business Combination with Baird Medical may be delayed or ultimately prohibited and ExcelFin may not be able to complete the proposed Business Combination with Baird Medical since such initial business combination may be subject to regulatory review and approval requirements, including pursuant to foreign investment regulations and review by governmental entities such as the Committee on Foreign Investment in the United States (“CFIUS”), or may be ultimately prohibited.

In connection with the Business Combination, Merger Sub 1 will merge with and into ExcelFin, with ExcelFin continuing as the surviving entity as a direct, wholly owned subsidiary of PubCo. The Business Combination may be subject to regulatory review and approval requirements by governmental entities, which may cause the Business Combination to be delayed or ultimately prohibited. For example, CFIUS has authority to review direct or indirect foreign investments in U.S. companies. Among other things, CFIUS is empowered to require certain foreign investors to make mandatory filings, to charge filing fees related to such filings, and to self-initiate national security reviews of foreign direct and indirect investments in U.S. companies if the parties to that investment choose not to file voluntarily. If CFIUS determines that an investment threatens national security, CFIUS has the power to impose restrictions on the investment or recommend that the President prohibit and/or unwind it. Whether CFIUS has jurisdiction to review an acquisition or investment transaction depends on, among other factors, the nature and structure of the transaction, the nationality of the parties, the level of beneficial ownership interest and the nature of any information or governance rights involved. We note that (i) we are a Delaware corporation, (ii) Betters is a Cayman Islands exempted company and, following the Business Combination, PubCo will be a foreign private issuer, (iii) the Sponsor is a Delaware limited liability company whose managing member is controlled by a non-U.S. person and (iv) following the Business Combination, the Sponsor will be a significant PubCo shareholder. In our view, it is unlikely that the Business Combination would be subject to or impacted by a CFIUS review. We will proceed with the proposed Business Combination without submitting to CFIUS and risk CFIUS intervention, before or after closing the proposed Business Combination. CFIUS may decide to block or delay the proposed Business Combination, or impose conditions with respect to it, which may delay or prevent us from consummating the proposed Business Combination. The process of government review, whether by CFIUS or otherwise, could be lengthy. Because we have only a limited time to complete our initial business combination, our failure to obtain any required approvals within the requisite time period may require us to liquidate. If we are unable to consummate the Business Combination within the applicable time period required, including as a result of extended regulatory review, we will (i) cease all operations except for the purpose of winding up, (ii) redeem the public shares of our capital stock, 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 of capital stock, 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. In such event, ExcelFin’s stockholders will miss the opportunity to benefit from the proposed Business Combination and the chance of realizing any future gains in the value of such investment.

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Additionally, there will be no redemption rights or liquidating distributions with respect to ExcelFin’s warrants, which will expire worthless if ExcelFin fails to complete an initial business combination by the required date. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including trust account assets) will be less than $10.20 per share.

The Fourth Extension Amendment Proposal gave ExcelFin’s board of directors the authority to extend ExcelFin’s termination date to a date that is in violation of applicable Nasdaq listing standards.

On July 24, 2024, ExcelFin held a special meeting of stockholders to vote on a proposal to extend the Combination Period from July 25, 2024 to December 25, 2024, comprised of five one-month extensions (the “Fourth Extension Amendment Proposal”), which Fourth Extension Amendment Proposal was approved at that special meeting. If ExcelFin’s board of directors elects to extend the termination date beyond October 25, 2024, and ExcelFin has not completed a qualifying business combination transaction by October 25, 2024, ExcelFin will be in violation of Nasdaq listing standards.

Section IM-5101-2(b) of the Nasdaq Listing Rules requires that any special purpose acquisition company, such as the ExcelFin, must within 36 months of the effectiveness of its IPO registration statement, or such shorter period that the company specifies in its registration statement, complete one or more business combinations having an aggregate fair market value of at least 80% of the value of the deposit account (excluding any deferred underwriters fees and taxes payable on the income earned on the deposit account) at the time of the agreement to enter into the initial combination. The date that is 36 months following the effectiveness of ExcelFin’s registration statement is October 25, 2024. ExcelFin’s termination date is currently December 25, 2024.

Any violation of Nasdaq Listing Rules would likely result in the suspension or delisting of ExcelFin’s securities from Nasdaq, which would have a material adverse effect on the market prices of its securities and on shareholder liquidity. Additionally, any such delisting would materially and adversely impact ExcelFin’s ability to pursue a business combination transaction and would likely cause ExcelFin to enter liquidation.

There can be no assurance that Nasdaq will change its listing standards, or forebear from enforcing them against ExcelFin.

There are no assurances that the Fourth Extension Amendment Proposal will enable ExcelFin to complete an initial business combination.

Approval of the Fourth Extension Amendment Proposal involves a number of risks. ExcelFin can provide no assurances that an initial business combination will be consummated prior to the extended date of December 25, 2024. Our ability to consummate an initial business combination is dependent on a variety of factors, many of which are beyond our control. ExcelFin expects to seek stockholder approval of an initial business combination. ExcelFin will be required to offer stockholders the opportunity to redeem Class A common stock in connection with any stockholder vote to approve our initial business combination. Even if our initial business combination is approved by our stockholders, it is possible that redemptions will leave ExcelFin with insufficient cash to consummate an initial business combination on commercially acceptable terms, or at all. Other than in connection with a redemption offer or liquidation, ExcelFin stockholders may be unable to recover their investment except through sales of Class A common stock on the open market. The price of Class A common stock may be volatile, and there can be no assurance that stockholders will be able to dispose of Class A common stock at favorable prices, or at all.

If ExcelFin does not consummate a business combination by the termination date of December 25, 2024 (or such later date as may be extended by means of an amendment to the ExcelFin Charter), ExcelFin will have to cease all operations except for the purpose of winding up and redeem all of its public shares for their pro rata portions of the Trust Account and liquidate, or seek approval of its stockholders to extend the termination date.

If ExcelFin is unable to complete a business combination during the Combination Period, ExcelFin will have to (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 all public shares then outstanding at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any amounts representing interest earned on the Trust Account, (less up to $100,000 of interest to pay dissolution expenses),

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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 its remaining stockholders and board of directors, dissolve and liquidate, subject in each case to its obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

U.S. regulatory authorities, including the SEC, have recently enacted rules impacting special purpose acquisition companies that could increase ExcelFin’s costs, cause the Business Combination to be less attractive to ExcelFin’s shareholders or constrain circumstances under which it could be completed.

On March 30, 2022, the SEC issued proposed rules (“2022 Proposed Rules”) relating to, among other items, enhancing disclosures in business combination transactions involving SPACs and private operating companies; amending the financial statement requirements applicable to transactions involving shell companies; effectively limiting the use of projections in SEC filings in connection with proposed business combination transactions; increasing the potential liability of certain participants in proposed business combination transactions; and the extent to which SPACs could become subject to regulation under the Investment Company Act of 1940. On January 24, 2024, the SEC issued final rules (the "2024 SPAC Rules"), which formally adopted some of the 2022 Proposed Rules. The 2024 SPAC Rules became effective on July 1, 2024. These rules may materially adversely affect our ability to engage financial and capital market advisors, negotiate and complete the Business Combination and may increase the costs and time related thereto.

There is currently uncertainty concerning the applicability of the Investment Company Act to SPACs, including a company like ours, that may not complete its initial business combination within 24 months from the effective date of its IPO Registration Statement. It is possible that a claim could be made that we have been operating as an unregistered investment company. If we were deemed to be an investment company for purposes of the Investment Company Act, we might be forced to abandon our efforts to complete an initial business combination and instead be required to liquidate the Company. If we are required to liquidate the Company, our investors would not be able to realize the benefits of owning stock in a successor operating business, including the potential appreciation in the value of our stock and warrants following such a transaction, and our warrants would expire worthless.

Prior to October 26, 2023, funds in the Trust Account were held only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds investing solely in U.S. government treasury obligations and meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940. However, to mitigate the risk of the Company being deemed to have been operating as an unregistered investment company (including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act), prior to the 24-month anniversary of the effective date of the registration statement relating to the Company’s initial public offering, the Company instructed U.S. Bank National Association, the trustee with respect to the Trust Account (the “Trustee”), to liquidate the U.S. government treasury obligations or money market funds held in the Trust Account and to hold all funds in the Trust Account in cash in an interest bearing account until the earlier of consummation of our initial business combination or liquidation. In connection with such instructions, on October 26, 2023, the Company and the Trustee entered into an amendment (the “Trust Agreement Amendment”) to the Investment Management Trust Agreement dated October 25, 2021, which governs the investment of monies held in the Trust Account, to specifically allow the investment of those funds into an interest bearing account.

Following the consummation of the Business Combination, the only significant asset of the Combined Entity will be ownership of 100% of the Tycoon Shares and the Combined Entity does not currently intend to pay dividends on its PubCo Ordinary Shares and, consequently, your ability to achieve a return on your investment will depend on appreciation in the price of PubCo Ordinary Shares.

Following the consummation of the Business Combination, the Combined Entity will have no direct operations and no significant assets other than the ownership of 100% of the Tycoon Shares. Promptly after the consummation of the Business Combination, ExcelFin is required distribute any remaining funds in the Trust Account to PubCo, who is then required to contribute such funds along with any other cash held by PubCo (net of necessary reserves) to Tycoon. PubCo will depend on Tycoon for distributions, loans and other

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payments to generate the funds necessary to meet its financial obligations, including its expenses as a publicly traded company, and to pay any dividends with respect to its stock. Legal and contractual restrictions may limit PubCo’s ability to obtain cash from Tycoon. Thus, PubCo does not expect to pay cash dividends on PubCo Ordinary Shares. Any future dividend payments are within the absolute discretion of the board of directors of PubCo and will depend on, among other things, PubCo’s results of operations, working capital requirements, capital expenditure requirements, financial condition, level of indebtedness, contractual restrictions with respect to payment of dividends, business opportunities, anticipated cash needs, provisions of applicable law and other factors that its board of directors may deem relevant.

There may not be an active trading market for the PubCo Ordinary Shares, which may make it difficult to sell shares of PubCo Ordinary Shares.

It is possible that after the Business Combination, an active trading market will not develop or, if developed, that any market will not be sustained. This would make it difficult for you to sell shares of PubCo Ordinary Shares at an attractive price or at all. The market price per Ordinary Share prior to the Business Combination may not be indicative of the price at which shares of PubCo Ordinary Shares will trade in the public market after the Business Combination.

We will incur significant transaction and transition costs in connection with the Business Combination. If ExcelFin fails to consummate the Business Combination, it may not have sufficient cash available to pay such costs.

ExcelFin expects to incur significant, non-recurring costs in connection with consummating the Business Combination. Some of these costs are payable regardless of whether the Business Combination is completed. ExcelFin’s transaction expenses as a result of the Business Combination are currently estimated at approximately $10.9 million, which is comprised of (i) $1.6 million in deferred underwriting compensation payable to the underwriters of its IPO and (ii) approximately $9.3 million relating to fees associated with legal, audit, printing and mailing this proxy statement/prospectus, investor relations, investment banking, insurance, and other operating costs related to the Business Combination. Baird Medical estimates its Business Combination costs to be approximately $2.7 million which is comprised of legal, accounting, financial consulting, printer and translation costs. If ExcelFin and Baird Medical do not consummate the Business Combination, each party will be required to pay its own fees and expenses, and ExcelFin likely will not have sufficient cash available to pay its fees and expenses unless and until it completes a subsequent business combination transaction.

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 in connection with the Business Combination and will also be reduced to the extent of Baird Medical’s and ExcelFin’s transaction expenses, which will be payable by the Combined Company. This may adversely affect the business and future operations of the Combined Company.

The amount of working capital available to the Combined Company after the Business Combination will depend in part on the extent to which ExcelFin stockholders exercise their right to redeem their shares into cash in connection with the Business Combination. The Combined Company’s working capital will be reduced in proportion to such redemptions, and will also be reduced to the extent of ExcelFin’s and Baird Medical’s transaction expenses, which will be payable by the Combined Company. Reduced working capital may adversely affect the Combined Company’s business and future operations.

The funds held outside of our Trust Account are insufficient to allow us to operate until at least December 25, 2024 (or such later date as may be extended by means of an amendment to the ExcelFin Charter). Our ability to complete an initial business combination may be adversely affected.

We believe the funds available to us outside of the Trust Account will not be sufficient to allow us to operate for at least the next 12 months, assuming that a Business Combination is not consummated during that time. We may need to obtain additional financing to consummate the Business Combination but there is no assurance that new financing will be available to us on commercially acceptable terms. If we are required to seek additional capital, we would need to borrow funds from our Sponsor, management team or other third parties to operate or may be forced to liquidate. Neither our Sponsor, members of our management team nor any of their affiliates is under any obligation to advance funds to us in such circumstances. Any such advances

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would be repaid only from funds held outside the Trust Account or from funds released to us upon completion of our initial business combination. Up to $1,500,000 of such loans may be convertible into private placement warrants at a price of $1.00 per warrant, at the option of the lender. As of December 31, 2023, there were $1,296,654 in outstanding working capital loans outstanding. Prior to the completion of our initial business combination, we do not expect to seek loans from parties other than our Sponsor or an affiliate of our Sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our Trust Account. If we are unable to complete our initial business combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the Trust Account. Consequently, our public stockholders may only receive an estimated $10.20 per share, or possibly less, on our redemption of our public shares, and our warrants will expire worthless.

Our independent registered public accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a going concern, since we will cease all operations except for the purpose of liquidating if we are unable to complete an initial business combination during the Combination Period.

As of December 31, 2023, ExcelFin had $45,219 in cash held outside of the Trust Account for its working capital needs. ExcelFin has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans. We may need to raise additional funds in order to meet the expenditures required for operating our business. Further, if our estimates of the costs of identifying a target business, undertaking in-depth due diligence and negotiating an initial business combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our initial business combination. Moreover, we may need to obtain additional financing either to complete our initial business combination or because we become obligated to redeem a significant number of our public shares upon completion of our initial business combination, in which case we may issue additional securities or incur debt in connection with such business combination. In addition, we intend to target businesses larger than we could acquire with the net proceeds of our initial public offering and the sale of the placement warrants, and may as a result be required to seek additional financing to complete such proposed initial business combination. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our initial business combination. If we are unable to complete our initial business combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the Trust Account. In addition, following our initial business combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations. While ExcelFin intends to complete the proposed Business Combination before December 25, 2024 (or such later date as may be extended by means of an amendment to the ExcelFin Charter) there are no assurances that this will happen. The date for mandatory liquidation and subsequent dissolution raise substantial doubt about ExcelFin’s ability to continue as a going concern. Further, the perception that we may not be able to continue as a going concern may also make it more difficult to operate our business due to concerns about our ability to meet our contractual obligations. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Resources could be wasted in researching acquisitions that are not completed (including the proposed Business Combination), which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we have not completed our initial business combination within the required time period, our public stockholders may receive only approximately $10.20 per share, or less than such amount in certain circumstances, on the liquidation of our Trust Account and our warrants will expire worthless.

We anticipate that the investigation of each specific target business and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments will require substantial management time and attention and substantial costs for accountants, attorneys and others. If we decide not to complete a specific initial business combination, such as the proposed Business Combination, the costs incurred up to that point for the proposed transaction likely would not be recoverable. Furthermore, if we reach an agreement relating to a specific target business, such as Baird Medical, we may fail to complete our initial business combination for any number of reasons including those beyond our control. Any such event will result in a loss to us of the related costs incurred which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we are unable to complete our initial business combination, our public stockholders may receive only approximately $10.20 per share on the liquidation of our Trust Account and our warrants will expire worthless.

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Unfavorable global economic conditions, including slower growth or recession, bank failures, inflation or decreases in consumer spending power or confidence, including a severe or prolonged downturn in the PRC or global economy, could materially and adversely affect Baird Medical’s business, financial condition or results of operations.

Baird Medical’s operations could be harmed by general conditions in the global economy and in the global financial markets. A severe or prolonged economic downturn, including the impact of increased interest rates, historically unprecedented inflation, and bank collapses could result in a variety of risks to Baird Medical’s business, including its ability to raise additional capital when needed on acceptable terms, if at all. A weak or declining economy could also strain the Company’s third-party manufacturer or suppliers, possibly resulting in supply disruption, or cause customers to delay making payments for microwave ablation medical devices. Any of the foregoing could harm Baird Medical’s business and Baird Medical cannot anticipate all of the ways in which unfavorable economic conditions and financial market conditions, including slower growth or recession, inflation or decreases in consumer spending power or confidence, could harm its business. Additionally, recent increases in inflation and interest rates in the United States and elsewhere may lead to increased price volatility for securities which are publicly traded in the United States, even for foreign private issuers, and may lead to other national, regional and international economic disruptions, any of which could adversely impact Baird Medical.

ExcelFin and Baird Medical have no history operating as a combined company. The unaudited pro forma condensed consolidated combined financial information may not be an indication of the Combined Company’s financial condition or results of operations following the Business Combination or would have been, and accordingly, you have limited financial information on which to evaluate Baird Medical and your investment decision.

ExcelFin and Baird Medical have no prior history as a combined entity and their operations have not been previously managed on a combined basis. The unaudited pro forma condensed consolidated combined financial information contained in this proxy statement/prospectus has been prepared using the historical financial statements of ExcelFin and Baird Medical, and is presented for informational purposes only and are not necessarily indicative of what the Combined Company’s condensed financial position or results of operations actually would have been had the Business Combination been consummated prior to December 31, 2023, nor are they necessarily indicative of future results of operations. In addition, the unaudited pro forma condensed consolidated combined financial statements do not purport to project the future financial position or operating results of the Combined Company. See the section entitled “Unaudited Pro Forma Condensed Consolidated Combined Financial Information” for more information.

Management has made significant estimates and assumptions in its determination of the pro forma adjustments. As the unaudited pro forma condensed consolidated combined financial information has been prepared based on these preliminary estimates, the final amounts recorded may differ materially from the information presented. The pro forma adjustments reflecting the consummation of the Business Combination are based on certain currently available information and certain assumptions and methodologies that ExcelFin believes are reasonable under the circumstances. The unaudited pro forma adjustments, which are described in the accompanying notes, may be revised as additional information becomes available and is evaluated. Therefore, it is likely that the actual adjustments will differ from the pro forma adjustments and it is possible the difference may be material. ExcelFin believes that these assumptions and methodologies provide a reasonable basis for presenting all of the significant effects of the Business Combination based on information available to management at the time and that the pro forma adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma condensed consolidated combined financial information. The unaudited pro forma condensed consolidated combined financial information is not necessarily indicative of what the actual results of operations and financial position would have been had the Business Combination taken place on the dates indicated, nor are they indicative of the future consolidated results of operations or financial position of the post-combination company. They should be read in conjunction with the historical financial statements and notes thereto of ExcelFin and Baird Medical.

The Business Combination remains subject to conditions that ExcelFin cannot control and if such conditions are not satisfied or waived, the Business Combination may not be consummated.

The Business Combination is subject to a number of conditions, including the condition there is no legal prohibition against consummation of the Business Combination, that the PubCo Ordinary Shares and PubCo

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Warrants be approved for listing on Nasdaq subject only to official notice of issuance thereof, that ExcelFin and Baird Medical receive evidence that PubCo will qualifies as a “foreign private issuer” pursuant to Rule 3b-4 of the Exchange Act, continued effectiveness of the registration statement of which this proxy statement/prospectus is a part, the truth and accuracy of ExcelFin’s and Baird Medical’s representations and warranties made in the Business Combination Agreement, the non-termination of the Business Combination Agreement and agreements by both ExcelFin and Baird Medical. There are no assurances that all conditions to the Business Combination will be satisfied or that the conditions will be satisfied in the time frame expected. 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. The parties will retain the option to waive conditions to closing that are capable of being waived, including the requirement to list the PubCo Ordinary Shares and the PubCo Warrants on Nasdaq, and close the Business Combination notwithstanding the non-fulfillment of those conditions.

If the conditions to the Business Combination are not met (and are not waived, to the extent waivable), either ExcelFin or Baird Medical may, subject to the terms and conditions of the Business Combination Agreement, terminate the Business Combination Agreement. See the section of this proxy statement/prospectus titled “The Business Combination Agreement and Ancillary Agreements — Termination.”

The Business Combination may be completed even though material adverse effects may result from the announcement of the Business Combination, industry-wide changes and other causes.

In general, either ExcelFin or Baird Medical may refuse to complete the Business Combination if there is a material adverse effect affecting Baird Medical or PubCo between the signing date of the Business Combination Agreement and the planned closing. However, certain types of changes do not permit either party to refuse to consummate the Business Combination, even if such change could be said to have a material adverse effect on Baird Medical or PubCo, including the following events (except, in certain cases where the change has a disproportionate effect on a party):

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general changes in the financial or securities markets or general economic or political conditions;

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changes, conditions or effects that generally affect the industries in which the party operates;

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changes in applicable laws, including COVID-19 measures, or U.S. GAAP or other applicable accounting principles;

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conditions caused by acts of God, epidemic, terrorism, war (whether or not declared), natural disaster or pandemic (including COVID-19); or

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changes attributable to the public announcement or performance of the Business Combination Agreement.

Furthermore, ExcelFin or Baird Medical may waive the occurrence of a material adverse effect affecting the other party. If a material adverse effect occurs and the parties still consummate the Business Combination, the market trading price of the PubCo Ordinary Shares may suffer.

The exercise of ExcelFin’s discretion in agreeing to changes to or waivers of terms of the Business Combination may result in a conflict of interest when determining whether such changes or waivers of conditions are appropriate and in ExcelFin’s best interests.

In the period leading up to the closing of the Business Combination, events may occur that, pursuant to the Business Combination Agreement, would require ExcelFin to agree to amend the Business Combination Agreement, to consent to certain actions taken by Baird Medical, or to waive rights that ExcelFin is entitled to under the Business Combination Agreement. For example, it is a condition to ExcelFin’s obligations to close the Business Combination that the representations and warranties of Baird Medical are true and correct in all respects as of the date of the Business Combination Agreement and as of the date of the Closing (or an earlier date to the extent that an earlier date is referenced in the representation and warranty), except, for certain of the representations and warranties, for such inaccuracies that, individually or in the aggregate, would not result in a Material Adverse Effect (as defined in the Business Combination Agreement) on Baird Medical.

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Under applicable law and ExcelFin’s existing charter, ExcelFin is not able to waive the condition that its stockholders approve the Business Combination.

In any of such circumstances, it would be at ExcelFin’s discretion, acting through its board of directors, to grant its consent or waive its rights. The existence of the financial and personal interests of the directors and officers described in these risk factors may result in a conflict of interest on the part of one or more of the directors or officers between what he or they may believe is best for ExcelFin and what he or they may believe is best for himself or themselves in determining whether or not to take the requested action. While certain changes could be made without further stockholder approval, ExcelFin will circulate a new or amended proxy statement/prospectus and resolicit approval by ExcelFin’s stockholders if changes to the terms of the Business Combination Agreement would have a material impact on its stockholders or represent a fundamental change in the proposals being voted upon.

The Sponsor, and officers and directors of ExcelFin, have interests in and arising from the Business Combination that are different from or in addition to (and which may conflict with) the interests of ExcelFin’s public stockholders, which may result in a conflict of interest. These interests include:

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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.

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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.

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The Sponsor, 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.

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As of December 31, 2023, ExcelFin has issued a convertible note in an aggregate principal amount of up to $1,500,000 to the Sponsor, with $1,296,654 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 proceeds held outside the Trust Account to repay the Working Capital Loan, but no proceeds held in the Trust Account would 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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These interests may influence ExcelFin’s directors in making their recommendation that you vote in favor of the Business Combination Proposal, and the transactions contemplated thereby.

Our Sponsor and ExcelFin’s affiliates will lose their entire investment of privately placed shares (consisting of founder shares and placement warrants) in ExcelFin if the Business Combination is not completed and, therefore, they may have had a conflict of interest in identifying and selecting Baird Medical for ExcelFin’s initial business combination in order to close the Business Combination.

The ExcelFin Initial Stockholders, including our Sponsor, and their permitted transferees, currently own an aggregate of 5,750,000 ExcelFin Class A Common Stock, or founder shares, for an aggregate purchase price of $25,000. In addition, our Sponsor purchased an aggregate of 11,700,000 placement warrants for $11,700,000 in a Private Placement that occurred simultaneously with the consummation of our IPO and upon exercise of the underwriter’s over-allotment option. All of such founder shares and placement warrants will be worthless if an initial business combination is not consummated. The personal and financial interests of our Sponsor and its affiliates may have influenced their motivation in identifying and selecting Baird Medical for its target business combination and consummating the Business Combination in order to close the Business Combination.

If ExcelFin stockholders fail to properly demand redemption rights, they will not be entitled to convert their ExcelFin Class A Common Stock into a pro rata portion of the Trust Account.

ExcelFin stockholders holding public shares may demand that ExcelFin convert their public shares into a pro rata portion of the Trust Account, calculated as of two (2) business days before the Special Meeting. To demand redemption rights, stockholders must deliver, electronically, their certificates (if any) and other redemption forms to Equiniti Trust Company, ExcelFin’s transfer agent no later than two (2) business days before the Special Meeting. Any stockholder who fails to properly demand redemption rights by delivering his, her or its shares will not be entitled to convert his, her or its shares into a pro rata portion of the Trust Account. See the section of this proxy statement/prospectus titled “Special Meeting of ExcelFin Stockholders — Redemption Rights” for a detailed description of the necessary procedures.

Holders who redeem their public shares of ExcelFin Class A Common Stock may continue to hold any ExcelFin Public Warrants that they own, which results in additional dilution to non-redeeming holders upon exercise of the ExcelFin Public Warrants.

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

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non-redeeming holders upon exercise of such ExcelFin Public Warrants. Assuming the maximum redemption of the shares of ExcelFin Class A Common Stock held by the redeeming holders of ExcelFin public shares, up to 11,500,000 publicly traded ExcelFin Public Warrants would be retained by redeeming holders of ExcelFin public shares with an aggregate market value of $460,000, based on the market price of $0.04 per ExcelFin Public Warrants as of August 22, 2024. As a result, the redeeming holders of ExcelFin public shares would recoup their entire investment, whereas non-redeeming holders of ExcelFin public shares would suffer additional dilution in their percentage ownership and voting interest of PubCo if the Business Combination is consummated, upon exercise of the ExcelFin Public Warrants following Closing of the Business Combination. However, if redemptions exceed the amount allowable for consummation of the Business Combination, or the Business Combination is otherwise not consummated, the ExcelFin Public Warrants will not be exercisable and expire worthless.

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 our public stockholders exercise their redemption rights, the amount of effective total underwriting commissions as a percentage of the aggregate proceeds from the IPO will increase.

The underwriters in our IPO are entitled to deferred underwriting commissions totaling $1,610,000 upon the consummation of our initial business combination, such amounts being held in our Trust Account until the consummation of our initial business combination. The deferred underwriting commissions will not be adjusted to account for redemptions of public shares by our public stockholders. Accordingly, the amount of effective total underwriting commissions as a percentage of the aggregate proceeds from the IPO will increase as the number of public shares redeemed increases. Assuming no exercise of the warrants, if no public stockholders of ExcelFin exercise redemption rights with respect to their public shares, the effective deferred underwriting fee would be approximately $1.94 per public share on a pro forma basis (or 18.1% of the value of public shares assuming a trading price of $10.74 per public share). If public stockholders of ExcelFin exercise redemption rights with respect to 48.2% of public shares in connection with the Business Combination, the effective deferred underwriting fee would be approximately $4.02 per public share on a pro forma basis (or 37.5% of the value of shares assuming a trading price of $10.74 per public share). If holders of our public shares exercise redemption rights with respect to the maximum number of public shares which would nevertheless allow us to consummate the Business Combination, the effective deferred underwriting fee would be approximately $54.00 per public share on a pro forma basis (or 502% of the value of shares assuming a trading price of $10.74 per public share).

UBS Securities and KeyBanc, two of the underwriters in the ExcelFin IPO, have waived in full their deferred underwriting fees in connection with the Business Combination. They will not be participating in the Business Combination.

UBS Securities and KeyBanc, who collectively sold 80% of the ExcelFin Units in the ExcelFin IPO and were entitled to 80% of the deferred underwriting fees in the amount of $6,440,000 as part of their compensation for underwriting services in connection with ExcelFin’s IPO, have waived in full their right to receive any portion of the deferred underwriting fees in connection with this transaction despite having performed all of their obligations to obtain such fees and are waiving the right to be compensated. 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. The UBS Securities waiver applies solely to the Business Combination with Baird Medical, while the KeyBanc waiver applies to any business combination. Neither of these banks will be providing any services to ExcelFin in connection with the Business Combination and ExcelFin has engaged additional banks in connection with the Business Combination.

As a result of such waivers, UBS Securities and KeyBanc claim no role in the Business Combination, disclaim any responsibility for this proxy statement/prospectus and will not be associated with the disclosure or underlying business analysis related to the Business Combination. UBS Securities provided preliminary assistance to ExcelFin in connection with its review of business combination targets and the initial analysis with respect to Baird Medical but was ultimately not engaged to act as an advisor in connection with the proposed Business Combination with Baird Medical. KeyBanc did not have a role in the identification or evaluation of business combination targets. Further, KeyBanc did not assist in the preparation or review of

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any materials for ExcelFin in connection with the Business Combination and did not participate in any other aspect of the Business Combination. Investors should be aware that generally waivers of underwriting fees by investment banks for services already rendered are unusual. You should not put any reliance on the fact that UBS Securities or KeyBanc were previously involved in ExcelFin’s IPO. It is possible that such fee waivers may adversely affect market perception of the Business Combination generally. If market perception of the Business Combination is negatively impacted, an increased number of ExcelFin stockholders may vote against the Business Combination or seek to redeem their shares for cash.

Since the Sponsor and ExcelFin’s executive officers and directors will not be eligible for reimbursements of their out-of-pocket expenses, and their shares and warrants will expire worthless if the Business Combination is not completed, a conflict of interest may arise in determining whether Baird Medical is appropriate for ExcelFin’s initial business combination in order to close the Business Combination.

At the Closing of the Business Combination, our Sponsor, executive officers and directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred in connection with activities on our behalf. Unless ExcelFin consummates an initial business combination, ExcelFin’s officers, directors and the Sponsor will not receive reimbursement for any out-of-pocket expenses incurred by them to the extent that such expenses exceed the amount of available proceeds not deposited in the Trust Account, and which amount as of December 31, 2023 is $45,219.

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.

These financial interests of the Sponsor, executive officers and directors of ExcelFin may have influenced their motivation in identifying and selecting Baird Medical for the Business Combination in order to close the Business Combination.

Our ability to successfully effect the Business Combination and the Combined Company’s ability to successfully operate the business thereafter will be largely dependent upon the efforts of certain key personnel, including the key personnel of Baird Medical, all of whom are expected to stay with Baird Medical following the Business Combination. The loss of such key personnel could negatively impact the operations and profitability of the post-combination business.

ExcelFin’s ability to successfully effect the Business Combination and the Combined Company’s ability to successfully operate the business is dependent upon the efforts of certain key personnel of Baird Medical, particularly Haimei Wu, their chief executive officer. We believe that Baird Medical’s success will depend in significant part on the continued contributions of senior management and key employees. Baird Medical relies on its executive officers, senior management and key employees to generate business and execute strategies successfully. In addition, the relationships and reputation that members of the management team and key employees have established and maintain with current and potential future customers contribute to Baird Medical’s ability to maintain good customer relations and to identify new business opportunities. These individuals could terminate their employment at any time or could take actions beyond Baird Medical’s control

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necessitating their termination. If the Combined Company is unable to recruit, hire, develop and retain a talented, competitive work force in its highly competitive industry, or if the Combined Company is unable to plan effective succession for the future, the Combined Company may not be able to meet its strategic business objectives. Although all of such key personnel are expected to remain with Baird Medical following the Business Combination, it is possible that the Combined Entity will lose some key personnel, the loss of which could negatively impact the operations and profitability of the post-combination business. Furthermore, while ExcelFin has scrutinized individuals it intends to engage to stay with Baird Medical following the Business Combination, its assessment of these individuals may not prove to be correct. These individuals may be unfamiliar with the requirements of operating a company regulated by the SEC, which could cause the Combined Company to have to expend time and resources helping them become familiar with such requirements.

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.

If the benefits of the Business Combination do not meet the expectations of investors or securities analysts, the market price of ExcelFin’s securities prior to the Closing of the Business Combination may decline. The market values of ExcelFin’s securities at the time of the Business Combination may vary significantly from their prices on the date the Business Combination Agreement was executed, the date of this proxy statement/prospectus, or the date on which our stockholders vote on the Business Combination.

In addition, following the Business Combination, fluctuations in the price of the securities of PubCo could contribute to the loss of all or part of your investment. Prior to the Business Combination, there has not been a public market for Baird Medical Shares or PubCo’s Ordinary Shares and trading in ExcelFin Class A Common Stock has not been active. Accordingly, the valuation ascribed to Baird Medical and the ExcelFin Class A Common Stock in the Business Combination may not be indicative of the price that will prevail in the trading market following the Business Combination. If, following the Business Combination, an active market for PubCo’s securities develops and continues, the trading price of these securities could be volatile and subject to wide fluctuations in response to various factors, some of which are beyond PubCo’s control. Any of the factors listed below could have a material adverse effect on your investment in our securities and PubCo’s securities may trade at prices significantly below the price you paid for them. In such circumstances, the trading price of PubCo’s securities may not recover and may experience a further decline.

Factors affecting the trading price of PubCo’s securities following the Business Combination may include:

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actual or anticipated fluctuations in the quarterly financial results of PubCo or the quarterly financial results of companies perceived to be similar to PubCo;

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changes in the market’s expectations about PubCo’s operating results;

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success of competitors;

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PubCo’s operating results failing to meet the expectation of securities analysts or investors in a particular period;

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changes in financial estimates and recommendations by securities analysts concerning PubCo or the industry in general;

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operating and stock price performance of other companies that investors deem comparable to PubCo;

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PubCo’s ability to market new and enhanced products on a timely basis;

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changes in laws and regulations affecting PubCo’s business;

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commencement of, or involvement in, litigation involving PubCo;

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changes in PubCo’s capital structure, such as future issuances of securities or the incurrence of additional debt;

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the volume of PubCo Ordinary Shares available for public sale;

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any major change in the board or management of PubCo;

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sales of substantial amounts of PubCo stock by its directors, executive officers or significant stockholders or the perception that such sales could occur; and

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general economic and political conditions such as recessions, interest rates, fuel prices, international currency fluctuations and acts of war or terrorism.

Broad market and industry factors may materially harm the market price of PubCo’s securities irrespective of its operating performance. The stock market in general has experienced price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of the particular companies affected. The trading prices and valuations of these stocks, and of PubCo’s securities, may not be predictable. A loss of investor confidence in the market for clean energy related stocks or the stocks of other companies which investors perceive to be similar to PubCo could depress its stock price regardless of its business, prospects, financial conditions or results of operations. A decline in the market price of PubCo’s securities also could adversely affect its ability to issue additional securities and its ability to obtain additional financing in the future.

The Sponsor, and ExcelFin’s directors and officers have agreed to vote in favor of its initial business combination, regardless of how ExcelFin’s public stockholders vote.

Unlike many other blank check companies in which the founders agree to vote their founder shares in accordance with the majority of the votes cast by the public stockholders in connection with an initial business combination, the Sponsor, ExcelFin’s directors and officers have agreed to vote their founder shares, as well as any public shares purchased by them in or after the ExcelFin IPO, in favor of the initial business combination of ExcelFin. Our Sponsor together with its permitted transferees currently own 5,750,000 shares of ExcelFin Class A Common Stock, representing 87.3% of the 6,583,986 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 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 ExcelFin public shares to vote in order to have our Business Combination approved.

The Sponsor, ExcelFin’s directors and officers and advisors and their respective affiliates may elect to purchase shares from holders of our public shares in connection with the Business Combination, which may influence the vote on the Business Combination and reduce the public “float” of ExcelFin Class A Common Stock.

In connection with the stockholder vote to approve Proposals, including the Business Combination Proposals, 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, ExcelFin’s directors, officers or advisors, or their 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, advisors, or their affiliates.

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. Any ExcelFin Class A Common Stock purchased by the Sponsor or ExcelFin’s directors, officers or advisors, or their respective affiliates will not (i) be purchased at a price higher than the price offered

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through the redemption process in the Redemption, (ii) be voted in favor of the Business Combination or (iii) have redemption rights, and if such ExcelFin Common Stock does have redemption rights then such rights will be waived by each of the Sponsor, or ExcelFin’s directors, officers or advisors, or their respective affiliates. 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. The purpose of these purchases would be to increase the amount of cash available to ExcelFin for use in the Business Combination.

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 purchases 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 and ExcelFin Initial Stockholders’ holdings currently, such newly purchased shares (if any) by those purchasers would not be subject to a lock-up period under the terms of our Sponsor Support Agreement. However, these newly purchased shares would be subject to limitations on resale under Rule 144 of the Securities Act as “control securities,” to the extent those shares were acquired by an affiliate of ExcelFin, unless they are registered on a subsequent registration statement filed under the Securities Act. Limitations on resale would require those affiliated purchasers of such newly purchased shares to hold them for at least one year (from the date PubCo files certain information on Form 8-K following the Closing in accordance with rules applicable to special purpose acquisition companies), assuming they are not registered on a registration statement following the Closing and PubCo has fully complied with its reporting requirements and other requirements under Rule 144. When eligible to be sold, such securities if not registered under such a registration statement would be limited by applicable requirements of Rule 144, including limitations in their manner of sale and to the volume of sales eligible under Rule 144.

Entering into any such incentive arrangements may have an effect 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 market 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 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.

Following completion of the Business Combination, the ExcelFin stockholders will no longer be stockholders of ExcelFin but will instead be shareholders of PubCo. There will be important differences between your current rights as an ExcelFin stockholder and your rights as a shareholder of PubCo. For instance. PubCo will have a board of seven directors, initially consisting of one Sponsor Director, four Baird Directors and two directors selected jointly by the Sponsor and Baird Medical; the Sponsor may remove the Sponsor Director and Baird Medical may remove the Baird Directors without a shareholder vote; the Sponsor and Baird Medical shall solely be entitled to appoint another director as the Sponsor Director or the Baird Director (as the case may be); as a Cayman Islands exempted company, PubCo is not obligated by the Companies Act to call shareholders’ annual general meetings; Delaware corporations require a majority of the shares to be present to constitute a quorum, but Cayman Islands exempt companies only require the presence

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of one-third of the shares to be present to constitute a quorum; a Delaware corporation may limit the personal liability of a director to the corporation and its stockholders for damages arising from a breach of fiduciary duty, subject to certain statutory limitations; for a Cayman Islands exempted company, such liability of directors may also be limited, except with regard to director’s own fraud or dishonesty; under Delaware law, any merger, consolidation, sale, lease or exchange of all or substantially all of a corporation’s assets or dissolution requires the approval of holders of a majority of the outstanding shares entitled to vote; under Cayman Islands law, special resolutions (two-thirds of the votes cast) are required for a merger or consolidation of a company with another company; Delaware and the Cayman Islands have different standards governing the fiduciary duties of directors; in Delaware, a stockholder may initiate a derivative action to enforce a right of a corporation if the corporation fails to enforce the right itself, whereas in the Cayman Islands, it is more difficult for a minority stockholder to bring a derivative action. See “Comparison of Shareholder Rights” for a discussion of the different rights associated with the shares.

ExcelFin’s stockholders will have a reduced ownership and voting interest after consummation of the Business Combination and will exercise less influence over management.

After the completion of the Business Combination, ExcelFin’s stockholders will own a smaller percentage of PubCo than they currently own of ExcelFin. Immediately upon completion of the Business Combination, it is anticipated that ExcelFin’s stockholders and the Sponsor will own approximately 20.7% of the PubCo Ordinary Shares issued and outstanding immediately after the consummation of the Business Combination, and of that amount approximately 79.3% will be owned by the Sponsor, assuming that none of ExcelFin stockholders exercise their redemption rights. Consequently, ExcelFin’s stockholders, as a group, will have reduced ownership and voting power in PubCo compared to their ownership and voting power in ExcelFin.

Subsequent to the consummation of the Business Combination, PubCo may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on its financial condition, results of operations and stock price, which could cause you to lose some or all of your investment.

Although ExcelFin has conducted due diligence on Baird Medical, there is no assurance that this diligence revealed all material issues that may be present in Baird Medical’s business, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of ExcelFin’s and Baird Medical’s control will not later arise. As a result, PubCo may be forced later to write-down or write-off assets, restructure its operations, or incur impairment or other charges that could result in losses. Even if ExcelFin’s due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with ExcelFin’s preliminary risk analysis. Even though these charges may be non-cash items and not have an immediate impact on the liquidity of PubCo, the fact that PubCo reports charges of this nature could contribute to negative market perceptions about the Combined Company or its securities. In addition, charges of this nature may cause PubCo to be unable to obtain future financing on acceptable terms or at all.

Our warrants and founder shares may have an adverse effect on the market price of ExcelFin Class A Common Stock and PubCo Ordinary Shares.

We issued in our IPO warrants exercisable for up to 11,500,000 shares of ExcelFin Class A Common Stock. The ExcelFin Initial Stockholders also currently own an aggregate of 5,750,000 shares of ExcelFin Class A Common Stock. In addition, if our Sponsor makes any working capital loans, up to $1,500,000 of such loans may be converted into PubCo Ordinary Shares at a price of $10.20 per share upon consummation of our initial business combination. The potential for the issuance of a substantial number of additional shares of Class A Common Stock upon exercise of these warrants, exercise of these warrants and loan conversion rights will increase the number of issued and outstanding shares of ExcelFin Class A Common Stock and reduce the value of the shares of ExcelFin Class A Common Stock issued to complete the Business Combination. As of December 31, 2023 the total working capital loans outstanding were $1,296,654.

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.

A decision to redeem public shares will have no effect on our shareholders’ ability to hold ExcelFin Public Warrants. However, a decision to redeem public shares carries a risk to the value of ExcelFin Public Warrants.

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The ExcelFin Public Warrants are only exercisable for ExcelFin Class A Common Stock subject to and upon occurrence of the consummation of a business combination. See “Description of Securities of PubCo — Warrants” for further information. However, we cannot consummate a business combination, including the Business Combination, among other things, if redemptions of our public shares exceed the amount allowable for us to proceed with the Business Combination. See “Summary of the Proxy Statement/Prospectus — The Business Combination and Business Combination Agreement — Conditions to Consummation of the Business Combination” for more information.

Accordingly, if redemptions exceed the amount we need to fulfill our Working Capital requirements and we cannot consummate the Business Combination, your ExcelFin Public Warrants will not be exercisable into ExcelFin Class A Common Stock, and if we fail to consummate a business combination prior to our termination, your ExcelFin Public Warrants will expire worthless.

PubCo may not be able to timely and effectively implement controls and procedures required by Section 404 of the Sarbanes-Oxley Act of 2002 that will be applicable to it after the Business Combination.

Baird Medical is not currently subject to Section 404 of the Sarbanes-Oxley Act of 2002. However, following the Business Combination, PubCo will be required to provide management’s attestation on internal controls. The standards required for a public company under Section 404 of the Sarbanes-Oxley Act of 2002 are significantly more stringent than those required of Baird Medical as a privately-held company. Management may not be able to effectively and timely implement controls and procedures that adequately respond to the regulatory compliance and reporting requirements that will be applicable to PubCo after the Business Combination. If PubCo is not able to implement the additional requirements of Section 404 in a timely manner or with adequate compliance, PubCo may not be able to assess whether its internal controls over financial reporting are effective, which may subject it to adverse regulatory consequences and could harm investor confidence and the market price of the PubCo Ordinary Shares.

The requirements of being a public company may strain PubCo’s resources and divert management’s attention and affect its ability to attract and retain qualified directors and officers.

As a public company, PubCo will be subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act, the Dodd-Frank Act, the listing requirements of Nasdaq and other applicable securities rules and regulations. Compliance with these rules and regulations will increase the legal and financial compliance costs of PubCo, make some activities more difficult, time-consuming or costly and increase demand on PubCo’s systems and resources, particularly after it is no longer an “emerging growth company.” The Sarbanes-Oxley Act requires, among other things, that PubCo maintain effective disclosure controls and procedures and internal control over financial reporting. In order to maintain and, if required, improve PubCo’s disclosure controls and procedures and internal control over financial reporting to meet this standard, significant resources and management oversight may be required. As a result, management’s attention may be diverted from other business concerns, which could adversely affect PubCo’s business and operating results. PubCo may need to hire more employees in the future or engage outside consultants to comply with these requirements, which will increase its costs and expenses. It may also be more expensive to obtain director and officer liability insurance. Risks associated with PubCo’s status as a public company may make it more difficult to attract and retain qualified persons to serve on PubCo’s board of directors or as executive officers.

In addition, changing laws, regulations and standards relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and financial compliance costs and making some activities more time consuming. These laws, regulations and standards are subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. PubCo intends to invest resources to comply with evolving laws, regulations and standards, and this investment may result in increased general and administrative expenses and a diversion of management’s time and attention from revenue-generating activities to compliance

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activities. If PubCo’s efforts to comply with new laws, regulations and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to their application and practice, regulatory authorities may initiate legal proceedings against PubCo and its business may be materially and adversely affected.

If PubCo is characterized as a passive foreign investment company for U.S. federal income tax purposes, its U.S. shareholders may suffer adverse tax consequences.

If PubCo is a passive foreign investment company within the meaning of Section 1297 of the Code (“PFIC”) for any taxable year (or portion thereof) that is included in the holding period of a U.S. holder of PubCo Ordinary Shares or PubCo Warrants, the U.S. holder may be subject to certain adverse U.S. federal income tax consequences and may be subject to additional reporting requirements. PFIC status depends on the composition of a company’s income and the fair market value of its assets from time to time, as well as on the application of complex statutory and regulatory rules that are subject to potentially varying or changing interpretations. PubCo’s PFIC status for its current and subsequent taxable years may depend on its unbooked goodwill as valued based on the projected market value of PubCo’s equity. Based on the current and anticipated composition of the income, assets and operations of PubCo and its subsidiaries, PubCo does not believe it will be treated as a PFIC for U.S. federal income tax purposes for its current taxable year, which includes the Business Combination, and does not expect to become one for U.S. federal income tax purposes in the near future. However, there can be no assurances with respect to PubCo’s status as a PFIC for its current taxable year or any subsequent taxable year. PubCo’s actual PFIC status for any taxable year will not be determinable until after the end of such taxable year.

If PubCo were treated as a PFIC, a U.S. holder of PubCo Ordinary Shares or PubCo Warrants may be subject to adverse U.S. federal income tax consequences, such as taxation at the highest marginal ordinary income tax rates on capital gains and on certain actual or deemed distributions, interest charges on certain taxes treated as deferred, and additional reporting requirements. A mark-to-market election may be available to U.S. holders of PubCo Ordinary Shares to mitigate some of the adverse tax consequences resulting from PFIC treatment, but U.S. holders will not be able to make similar elections with respect to PubCo Warrants.

Please see the section of this proxy statement/prospectus entitled “Material U.S. Federal Income Tax Considerations — U.S. Holders — Passive Foreign Investment Company Rules” for a more detailed discussion with respect to PubCo’s potential PFIC status. The PFIC rules are complex and will depend on a U.S. holder’s particular circumstances. U.S. holders are urged to consult their tax advisors regarding the possible application of the PFIC rules to holders of PubCo Ordinary Shares.

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

The First Merger is expected to qualify as part of a tax-free exchange described in Section 351 of the Code. As such, it is expected that 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. 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 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.

Section 367(a) of the Code generally requires a U.S. holder of stock in a U.S. corporation to recognize gain (but not loss) when such stock is exchanged for stock of a non-U.S. corporation in an exchange that would otherwise qualify for nonrecognition treatment unless certain conditions are met. 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 First Merger 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

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Considerations.”) enters into a gain recognition agreement with the IRS, if required). However, U.S. holders are cautioned that the potential application of Section 367(a) of the Code to the First Merger is complex and depends on factors that cannot be determined until the closing of the First Merger and the interpretation of legal authorities and facts relating to the First Merger. 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, but unless the First 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 First 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 requirements for U.S. federal income tax deferral, including under Section 351 and Section 367(a) of the Code, for U.S. holders are discussed in more detail under the section entitled “The Business Combination Proposal — Material U.S. Federal Income Tax Considerations.” If you are a U.S. holder exchanging ExcelFin Class A Common Stock in the Business Combination or holding ExcelFin Public Warrants at the time of the consummation of the Business Combination, you are urged to consult your tax advisor to determine the tax consequences thereof.

A new 1% U.S. federal excise tax could be imposed on ExcelFin in connection with redemptions by ExcelFin stockholders of Class A Common Stock in connection with the Business Combination.

On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its stockholders from whom shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances made by the redeeming corporation against the fair market value of stock repurchases made during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “U.S. Treasury”) has been given authority to promulgate regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax.

On December 27, 2022, the IRS issued IRS Notice 2023-2, which provides taxpayers with interim guidance on the excise tax that may be relied upon until the IRS issues proposed Treasury regulations on such matter. In this regard, IRS Notice 2023-2 includes, as one of its many exceptions to the excise tax, a distribution in complete liquidation of a “covered corporation” to which Section 331 of the Code applies (so long as Section 332(a) of the Code also does not apply). Redemptions of ExcelFin Class A Common Stock not in connection with a liquidation that falls within the meaning of “complete liquidation” pursuant to Section 331 of the Code may be subject to the excise tax, which would include the repurchase of ExcelFin Class A Common Stock in connection with the Business Combination. Nonetheless, ExcelFin is not permitted to use the proceeds placed in the Trust Account and the interest earned thereon to pay the excise tax or any other similar fees or taxes that may be imposed on ExcelFin pursuant to any current, pending or future rules or laws, including without limitation any excise tax imposed under the IR Act on any redemptions or stock buybacks by ExcelFin. Thus, if the repurchase of ExcelFin Class A Common Stock is subject to the excise tax, the stockholders of PubCo after the Business Combination, including stockholders of ExcelFin that do not elect to redeem their shares in connection with the Business Combination or otherwise will own indirect interests in ExcelFin after the Business Combination and thus may economically bear the impact of the excise tax.

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Whether and to what extent the excise tax applies to redemptions of Class A Common Stock in connection with the Business Combination or otherwise will depend on a number of factors, including (i) the fair market value of the redemptions and repurchases, (ii) the structure of the Business Combination, (iii) the nature and amount of any equity issuances issued within the same taxable year of any such redemptions or repurchases, and (iv) the content of regulations and other guidance from the IRS and the U.S. Treasury at such time. Based on these and other factors, it is expected that the excise tax will apply to redemptions of Class A Common Stock that occur in connection with the Business Combination. Further, it is not expected that ExcelFin will issue new stock in connection with the Business Combination that would act to offset such taxes as described above. In addition, because the excise tax would be payable by ExcelFin and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined.

During the second quarter of 2024, the IRS issued final regulations with respect to the timing and payment of excise tax. Pursuant to those regulations, ExcelFin would need to file a return and remit payment of the estimated $2,170,277 incurred during the period from January 1, 2023, to December 31, 2023, on or before October 31, 2024.

ExcelFin will continue to assess the excise tax payable recognizing an additional excise tax liability for any future stock repurchases/redemptions, including in connection with the Business Combination, and netting such liability for any future stock issuances within the same annual period.

The IRS may not agree that PubCo (i) should be treated as a non-U.S. corporation for U.S. federal income tax purposes and (ii) should not be treated as a “surrogate foreign corporation” for U.S. federal income tax purposes.

A corporation generally is considered to be a tax resident for U.S. federal income tax purposes in the jurisdiction of its organization or incorporation. Accordingly, under generally applicable U.S. federal income tax rules, PubCo, which is incorporated under the laws of the Cayman Islands, would be classified as a non-U.S. corporation (and, therefore, not a U.S. tax resident) for U.S. federal income tax purposes. Section 7874 of the Code provides an exception to this general rule under which a non-U.S. incorporated entity may, in certain circumstances, be treated as a U.S. corporation for U.S. federal income tax purposes. If PubCo were to be treated as a U.S. corporation for U.S. federal income tax purposes, it could be subject to substantial liability for additional U.S. income taxes, and the gross amount of any dividend payments to its non-U.S. holders could be subject to U.S. withholding tax. In addition, even if PubCo is not treated as a U.S. corporation, it may be subject to unfavorable treatment as a “surrogate foreign corporation” in the event that ownership attributable to former ExcelFin stockholders exceeds a threshold amount. If it were determined that PubCo is treated as a surrogate foreign corporation for U.S. federal income tax purposes under Section 7874 of the Code and the Treasury regulations promulgated thereunder, dividends by PubCo would not qualify for “qualified dividend income” treatment, redemptions made by PubCo of its stock would be subject to an excise tax of 1% of the fair market value of such stock under Section 4501 of the Code, and U.S. affiliates of PubCo after the completion of the First Merger could be subject to increased taxation under the inversion gain rules and Section 59A of the Code.

Both ExcelFin and Baird Medical do not currently expect PubCo to be treated as a U.S. corporation for U.S. federal income tax purposes or otherwise be subject to unfavorable treatment as a surrogate foreign corporation for U.S. federal income tax purposes. However, the rules for determining ownership under Section 7874 of the Code must be finally determined after completion of the First Merger, by which time there could be adverse changes to the relevant facts and circumstances or adverse rule changes. In addition, the rules for determining ownership under Section 7874 are complex and unclear. Accordingly, there can be no assurance that the IRS will not take the position that Section 7874 of the Code applies to the First Merger 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 First Merger will not be an exchange described in Section 7874 of the Code. For additional discussion of the U.S. federal income tax treatment of PubCo, see the section titled “The Business Combination Proposal — Material U.S. Federal Income Tax Considerations — Tax Residence of PubCo for U.S. Federal Income Tax Purposes.”

PubCo is an emerging growth company and a smaller reporting company within the meaning of the Securities Act, and if PubCo takes advantage of certain exemptions from disclosure requirements available to emerging growth companies or smaller reporting companies, this could make its securities less attractive to investors and may make it more difficult to compare its performance with other public companies.

PubCo is an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, and PubCo may take advantage of certain exemptions from various reporting requirements that

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are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. As a result, shareholders of PubCo may not have access to certain information they may deem important. PubCo could be an emerging growth company for up to five years, although circumstances could cause it to lose that status earlier, including if the market value of PubCo Ordinary Shares held by non-affiliates exceeds $700 million as of the end of any second quarter of a fiscal year, in which case PubCo would no longer be an emerging growth company as of the end of such fiscal year. PubCo cannot predict whether investors will find its securities less attractive because PubCo will rely on these exemptions. If some investors find PubCo’s Ordinary Shares less attractive as a result of its reliance on these exemptions, the trading prices of its securities may be lower than they otherwise would be, there may be a less active trading market for its securities and the trading prices of its securities may be more volatile.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. PubCo has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, PubCo, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of PubCo’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Additionally, PubCo is a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. PubCo will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of PubCo Ordinary Shares held by non-affiliates equals or exceeds $250 million as of the end of that year’s second fiscal quarter, or (2) PubCo’s annual revenues equaled or exceeded $100 million during such completed fiscal year and the market value of PubCo’s Ordinary Shares held by non-affiliates equals or exceeds $700 million as of the end of that year’s second fiscal quarter. To the extent PubCo takes advantage of such reduced disclosure obligations, it may also make comparison of its financial statements with other public companies difficult or impossible.

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.

Upon the closing of the Business Combination Agreement, Haimei Wu, our chief executive officer and chairperson of the board of directors of PubCo, will control a 79.4% the voting power of our issued and outstanding PubCo Ordinary Shares because, although the portion of the PubCo Ordinary Shares of which Ms. Wu is the beneficial owner constitutes less than 50% of the issued and outstanding PubCo Ordinary Shares, Ms. Wu controls more than 50% of the voting power of Baird Medical, which in turn controls more than 50% of the issued and outstanding PubCo Ordinary Shares. As a result, we will be a “controlled company” within the meaning of the Nasdaq Listing Rules. Under these rules, a listed company of which more than 50% of the voting power for the election of directors is held by an individual, group, or another company is a “controlled company” and will be permitted to elect not to comply with certain corporate governance requirements. Although we do not currently expect to rely on any of the exemptions available to issuers like us, in the event that we elect to do so in the future, our shareholders may not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements of the Nasdaq Global Market.

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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.

Because we qualify as a foreign private issuer under the Exchange Act, we are exempt from certain provisions of the securities rules and regulations in the United States that are applicable to U.S. domestic issuers, including:

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the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q or current reports on Form 8-K;

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the sections of the Exchange Act regulating the solicitation of proxies, consents, or authorizations in respect of a security registered under the Exchange Act;

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the sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and

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the selective disclosure rules by issuers of material nonpublic information under Regulation FD.

We will be required to file an annual report on Form 20-F within four months of the end of each fiscal year. Press releases relating to financial results and material events will also be furnished to the SEC on Form 6-K. However, the information we are required to file with or furnish to the SEC will be less extensive and less timely compared to that required to be filed with the SEC by U.S. domestic issuers. As a result, you may not be afforded the same protections or information that would be made available to you were you investing in a U.S. domestic issuer.

If PubCo ceases to qualify as a foreign private issuer, it would be required to comply fully with the reporting requirements of the Exchange Act applicable to U.S. domestic issuers, and it would incur significant additional legal, accounting and other expenses that it would not incur as a foreign private issuer.

As a foreign private issuer, PubCo will be exempt from the rules under the Exchange Act prescribing the furnishing and content of proxy statements, and its officers, directors and principal shareholders will be exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. In addition, it will not be required under the Exchange Act to file periodic reports and financial statements with the SEC as frequently or as promptly as United States domestic issuers, and it will not be required to disclose in its periodic reports all of the information that United States domestic issuers are required to disclose. If it ceases to qualify as a foreign private issuer in the future, it would incur significant additional expenses that could have a material adverse effect on its results of operations.

The future exercise of registration rights may adversely affect the market price of PubCo Ordinary Shares.

In connection with the Business Combination Agreement, ExcelFin, the Sponsor and certain other parties will terminate the Sponsor Registration Rights Agreement and PubCo, Baird Medical, our Sponsor and certain other parties will enter into a new registration rights agreement (the “Registration Rights Agreement”). Pursuant to the Registration Rights Agreement, PubCo will be obligated to file a registration statement to register the resale of PubCo Ordinary Shares issued in connection with the Business Combination to specified equity holders of Baird Medical and ExcelFin. The agreement also provides these persons with demand and “piggy-back” registration rights as to their PubCo Ordinary Shares, subject to certain minimum requirements and customary conditions. See “Shares Eligible for Future Sale-Registration Rights Agreement” for further details. The presence of these additional PubCo Ordinary Shares trading in the public market may have an adverse effect on the market price of PubCo’s securities.

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, even if PubCo’s business is doing well.

Our Sponsor, officers and directors have agreed in a lock-up agreement not to transfer, assign or sell any of ExcelFin Class A Common Stock (except to certain permitted transferees) until the earlier of (i) six months after the date of the consummation of a Business Combination, (ii) the date on which the closing price of PubCo Ordinary Shares equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period from the Closing until such six months after a Business Combination or (iii) if, earlier, the date the Combined Company

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consummates a subsequent liquidation, merger, stock exchange or other similar transaction that results in all of the Combined Company’s stockholders having the right to exchange their PubCo Ordinary Shares for cash, securities or other property. See the section of this proxy statement/prospectus titled “Business Combination Agreement and Ancillary Agreements — Lock-Up Agreements.”

Upon expiration of the applicable lock-up periods, and in accordance with Rule 144 under the Securities Act, such stockholders may sell large amounts of PubCo Ordinary Shares in the open market or in privately negotiated transactions, which could have the effect of increasing the volatility in the trading price of PubCo Ordinary Shares or putting significant downward pressure on the price of PubCo Ordinary Shares. Further, sales of PubCo Ordinary Shares upon expiration of the applicable lock-up period could encourage short sales by market participants. Generally, short selling means selling a security, contract or commodity not owned by the seller. The seller is committed to eventually purchase the financial instrument previously sold. Short sales are used to capitalize on an expected decline in the security’s price. Short sales of PubCo Ordinary Shares could have a tendency to depress the price of PubCo Ordinary Shares, which could increase the potential for short sales.

We cannot predict the size of future issuances of PubCo Ordinary Shares or the effect, if any, that future issuances and sales of PubCo Ordinary Shares will have on the market price of PubCo Ordinary Shares. Sales of substantial amounts of PubCo Ordinary Shares (including those shares issued in connection with the Business Combination), or the perception that such sales could occur, may adversely affect prevailing market prices of PubCo Ordinary Shares.

Anti-takeover provisions contained in the Post-Closing PubCo Governing Documents may impair a takeover attempt and limit the price investors might be willing to pay in the future for the PubCo Ordinary Shares and could entrench management.

The Post-Closing PubCo Governing Documents contain provisions that may discourage, delay or prevent a change of control of PubCo or management that shareholders may consider favorable. These provisions may make the removal of management more difficult and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for PubCo’s securities.

Our placing of funds in the Trust Account may not protect those funds from third-party claims against us. Although we will seek to have all vendors, service providers, prospective target businesses and other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit of our public stockholders, such parties may not execute such agreements, or even if they execute such agreements, they may not be prevented from bringing claims against the Trust Account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against our assets, including the funds held in the Trust Account. If any third party refuses to execute an agreement waiving such claims to the monies held in the Trust Account, our management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third party that has not executed a waiver if management believes that such third party’s engagement would be significantly more beneficial to us than any alternative.

Examples of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third-party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the Trust Account for any reason. Upon redemption of our public shares, if we are unable to complete our initial business combination within the prescribed timeframe, or upon the exercise of a redemption right in connection with our initial business combination, we will be required to provide for payment of claims of creditors that were not waived that may be brought against us within the 10 years following redemption. Accordingly, the per-share redemption amount received by public stockholders could be less than the $10.20 per share initially held in the

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Trust Account, due to claims of such creditors. Pursuant to the letter agreement, our sponsor has agreed that it will be liable to us if and to the extent any claims by a third party for services rendered or products sold to us, or a prospective target business with which we have entered into a written letter of intent, confidentiality or similar agreement or Business Combination Agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.20 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.20 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under ExcelFin’s indemnity of the underwriters in the ExcelFin IPO against certain liabilities, including liabilities under the Securities Act. However, we have not asked our sponsor to reserve for such indemnification obligations, nor have we independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and believe that our sponsor’s only assets are securities of our company. Therefore, we cannot assure you that our sponsor would be able to satisfy those obligations. None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

ExcelFin directors may decide not to enforce the indemnification obligations of our Sponsor, resulting in a reduction in the amount of funds in the Trust Account available for distribution to our public stockholders.

In the event that the proceeds in the Trust Account are reduced below the lesser of (i) $10.20 per share and (ii) the actual amount per share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.20 per share due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, and our Sponsor asserts that it is unable to satisfy its obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against our Sponsor to enforce its indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf against our Sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment and subject to their fiduciary duties may choose not to do so in any particular instance if, for example, the cost of such legal action is deemed by the independent directors to be too high relative to the amount recoverable or if the independent directors determine that a favorable outcome is not likely. If our independent directors choose not to enforce these indemnification obligations, the amount of funds in the Trust Account available for distribution to our public stockholders may be reduced below $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.

If ExcelFin is unable to complete the Business Combination or another business combination within the required time period, ExcelFin 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 outstanding 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 ExcelFin to pay taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding ExcelFin 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 ExcelFin’s remaining shareholders and its board of directors, dissolve and liquidate, subject (in each case above) to ExcelFin’s obligations under the Delaware law to provide for claims of creditors and the requirements of other applicable law. ExcelFin cannot assure you that it will properly assess all claims that may be potentially brought against ExcelFin. As a result, ExcelFin’s stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of its stockholders may extend well beyond the third anniversary of the date of distribution. Accordingly, ExcelFin cannot assure you that third parties will not seek to recover from its stockholders amounts owed to them by ExcelFin.

Additionally, if ExcelFin is forced to file a bankruptcy case or an involuntary bankruptcy case is filed against it that is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover all amounts received by ExcelFin’s stockholders. Because

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ExcelFin intends to distribute the proceeds held in the Trust Account to its public stockholders promptly after the expiration of the time period to complete a business combination, this may be viewed or interpreted as giving preference to its public stockholders over any potential creditors with respect to access to or distributions from its assets. Furthermore, the Board may be viewed as having breached their fiduciary duties to its creditors and/or may have acted in bad faith, and thereby exposing itself and ExcelFin to claims of punitive damages, by paying public stockholders from the Trust Account prior to addressing the claims of creditors. ExcelFin cannot assure you that claims will not be brought against it for these reasons.

ExcelFin may be a target of securities class action and derivative lawsuits, which could result in substantial costs and may delay or prevent the Business Combination from being completed.

Securities class action lawsuits and derivative lawsuits are often brought against companies that have entered into Business Combination Agreements or similar agreements. Even if the lawsuits are without merit, defending against these claims can result in substantial costs and divert management time and resources. An adverse judgment could result in monetary damages, which could have a negative impact on ExcelFin’s liquidity and financial condition. Additionally, if a plaintiff is successful in obtaining an injunction prohibiting consummation of the Business Combination, then that injunction may delay or prevent it from being completed. Currently, ExcelFin is not aware of any securities class action lawsuits or derivative lawsuits being filed in connection with the Business Combination.

The ongoing COVID-19 pandemic may adversely affect ExcelFin’s and Baird Medical’s ability to consummate the Business Combination.

The COVID-19 pandemic has resulted in governmental authorities worldwide implementing numerous measures to contain the virus, including travel restrictions, quarantines, shelter-in-place orders and business limitations and shutdowns. More generally, the pandemic raises the possibility of an extended global economic downturn and has caused volatility in financial markets. The pandemic may also amplify many of the other risks described in this proxy statement/prospectus.

ExcelFin and Baird Medical may be unable to complete the Business Combination if continued concerns relating to COVID-19 restrict travel and limit the ability to have meetings with potential investors or the Baird Medical personnel. The extent to which COVID-19 impacts ExcelFin’s and Baird Medical’s ability to consummate the Business Combination will depend on future developments, which are highly uncertain and cannot be predicted, including new information that may emerge concerning the severity of COVID-19 and the actions to contain COVID-19 or treat its impact, among others. If the disruptions posed by COVID-19 or other matters of global concern continue for an extended period of time, ExcelFin’s and Baird Medical’s ability to consummate the Business Combination may be materially adversely affected.

Risks Related to Ownership of PubCo Ordinary Shares

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

Upon completion of the Business Combination, assuming 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, 79.4% of outstanding PubCo Ordinary Shares. As a result, Baird Medical will be able to exercise a significant level of control over all matters requiring shareholders’ approval, including the election of directors, amendment to the memorandum and/or articles of association of PubCo’s, and other significant corporate transactions. This control could have the effect of delaying or preventing a change of control or changes in management and will make the approval of certain transactions difficult or impossible without the support of these shareholders.

The Company does not expect to declare any dividends in the foreseeable future.

After the completion of the Business Combination, the Company does not anticipate declaring any cash dividends to holders of PubCo Ordinary Shares in the foreseeable future. Consequently, investors may need to rely on sales of their shares after price appreciation, which may never occur, as the only way to realize any future gains on their investment.

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There can be no assurance that PubCo Ordinary Shares will be approved for listing on Nasdaq upon the Closing, or if approved, that PubCo will be able to comply with the continued listing standards of Nasdaq, which could limit investors’ ability to make transactions in PubCo’s securities.

The ExcelFin Class A Common Stock, the ExcelFin Public Warrants, and ExcelFin’s publicly traded units are currently listed on the Nasdaq Global Market. In connection with the Closing, we intend to apply to list the PubCo Ordinary Shares and the PubCo Warrants on the Nasdaq Global Market upon the Closing under the symbols “BDMD” and “BDMD W”, respectively. As part of the application process, we are required to provide evidence that we are able to meet the initial listing requirements of Nasdaq, which are more rigorous than Nasdaq’s continued listing requirements and include, among other things, a requirement that PubCo have 300 or more unrestricted round lot holders, at least 150 of which hold unrestricted shares with a minimum value of $2,500, and meet a minimum public float PubCo’s ability to meet these listing requirements may depend, in part, on the number of shares of ExcelFin Class A Common Stock that are redeemed in connection with the Business Combination, as the number of redemptions may impact whether PubCo has at least 300 unrestricted round lot holders upon the Closing, among other initial listing requirements. PubCo’s application has not yet been approved, and may not be approved if we are unable to provide evidence satisfactory to Nasdaq that PubCo will meet these listing requirements.

If the PubCo Ordinary Shares are not approved for listing on Nasdaq or, after the Closing, Nasdaq delists PubCo’s shares from trading on its exchange for failure to meet the listing standards, PubCo and its stockholders could face significant material adverse consequences including:

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a limited availability of market quotations for our securities;

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reduced liquidity for our securities;

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a determination that PubCo Ordinary Shares are a “penny stock” which will require brokers trading in PubCo Ordinary Shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities;

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a limited amount of news and analyst coverage; and

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a decreased ability to issue additional securities or obtain additional financing in the future.

Following the Business Combination, PubCo’s business and stock price may suffer as a result of its lack of public company operating experience and if securities or industry analysts do not publish or cease publishing research or reports about PubCo, its business, or its market, or if they change their recommendations regarding PubCo Ordinary Shares in an adverse manner, the price and trading volume of PubCo Ordinary Shares could decline.

Prior to the completion of the Business Combination, Baird Medical has been a privately-held company. Baird Medical’s lack of public company operating experience may make it difficult to forecast and evaluate its future prospects. If PubCo is unable to execute its business strategy, either as a result of its inability to effectively manage its business in a public company environment or for any other reason, PubCo’s business, prospects, financial condition and operating results may be harmed.

The trading market for PubCo Ordinary Shares will be influenced by the research and reports that industry or securities analysts may publish about PubCo, its business, its market, or its competitors. Securities and industry analysts do not currently, and may never, publish research on PubCo. If no securities or industry analysts commence coverage of PubCo, its stock price and trading volume would likely be negatively impacted. If any of the analysts who may cover PubCo changes its recommendation regarding PubCo Ordinary Shares in an adverse manner, or provides more favorable relative recommendations about its competitors, the price of PubCo Ordinary Shares would likely decline. If any analyst who may cover PubCo were to cease coverage of PubCo or fail to regularly publish reports on it, PubCo could lose visibility in the financial markets, which could cause PubCo Ordinary Shares price or trading volume to decline.

A market for PubCo’s securities may not develop, which would adversely affect the liquidity and price of PubCo’s securities.

Following the Business Combination, the price of PubCo’s securities may fluctuate significantly due to the market’s reaction to the Business Combination, including a significant number of redemptions by

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ExcelFin’s public stockholders, and general market and economic conditions. An active trading market for PubCo’s securities following the Business Combination may never develop or, if developed, may not be sustained. In addition, the price of PubCo’s securities after the Business Combination could vary due to general economic conditions and forecasts, its general business condition and the release of its financial reports. You may be unable to sell your securities unless a market can be established or sustained.

PubCo’s issuance of additional capital stock in connection with financings, acquisitions, investments, stock incentive plans or otherwise will dilute all other stockholders.

PubCo expects to issue additional shares in the future that will result in dilution to all other shareholders. PubCo expects to grant equity awards to employees, directors, and consultants under a stock incentive plan. PubCo expects to raise capital through equity financings in the future. As part of its business strategy, PubCo may acquire or make investments in complementary companies, products, or technologies and issue equity securities to pay for any such acquisition or investment. Any such issuances of additional shares may cause shareholders s to experience significant dilution of their ownership interests and the per share value of PubCo Ordinary Shares to decline.

Risks Relating to Redemption

The ability to execute ExcelFin’s strategic plan could be negatively impacted to the extent a significant number of stockholders choose to redeem their shares in connection with the Business Combination.

In the event the aggregate cash consideration ExcelFin would be required to pay for all of its public shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the Business Combination Agreement exceeds the aggregate amount of cash available to ExcelFin, ExcelFin may be required to increase the financial leverage ExcelFin’s business would have to support. This may negatively impact ExcelFin’s ability to execute on its own future strategic plan.

There is no guarantee that an ExcelFin stockholder’s decision whether to redeem their shares for a pro rata portion of the Trust Account will put the stockholder in a better future economic position.

No assurance can be given as to the price at which a stockholder may be able to sell the PubCo Ordinary Shares in the future following the completion of the Business Combination or any alternative business combination. Certain events following the consummation of any business combination, including the Business Combination, may cause an increase in our share price, and may result in a lower value realized now than an ExcelFin stockholder might realize in the future had the stockholder not elected to redeem such stockholder’s shares. Similarly, if an ExcelFin stockholder does not redeem its shares, the stockholder will bear the risk of ownership of the public shares after the consummation of any business combination, and there can be no assurance that a stockholder can sell its shares of ExcelFin Class A Common Stock in the future for a greater amount than the redemption price set forth in this proxy statement/prospectus. Each ExcelFin stockholder should consult its own tax and/or financial advisor for assistance on how this may affect its individual situation.

If ExcelFin stockholders fail to comply with the redemption requirements specified in this proxy statement/prospectus, they will not be entitled to redeem their shares of ExcelFin Class A Common Stock for a pro rata portion of the funds held in ExcelFin’s Trust Account.

Holders of ExcelFin Class A Common Stock are required to submit a request in writing and deliver their stock electronically to our transfer agent at least two (2) business days prior to the special meeting. Stockholders electing to redeem their shares will receive their pro rata portion of the Trust Account less taxes payable, calculated as of two (2) business days prior to the anticipated consummation of the Business Combination. See the section entitled “Special Meeting of ExcelFin Stockholders — redemption rights” for additional information on how to exercise your redemption rights. Failure to comply with the redemption procedures could result in the inability to redeem your ExcelFin Class A Common Stock.

The ExcelFin Charter designates the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by its stockholders, which could limit its stockholders’ ability to obtain a favorable judicial forum for disputes with it or its directors, officers or other employees.

The ExcelFin Charter provides that, unless ExcelFin consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall, to the fullest extent permitted by law, be the sole

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and exclusive forum for any (1) derivative action or proceeding brought on behalf of ExcelFin, (2) action asserting a claim of breach of a fiduciary duty owed by any director, officer, employee or agent of ExcelFin to it or its stockholders, or any claim for aiding and abetting any such alleged breach, (3) action asserting a claim against ExcelFin or any director, officer or employee of ExcelFin arising pursuant to any provision of the ExcelFin Charter or its bylaws, or (4) action asserting a claim against ExcelFin or any director, officer or employee of ExcelFin governed by the internal affairs doctrine except for, as to each of (1) through (4) above, any claim (a) as to which the Court of Chancery determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination) or (b) which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery. Notwithstanding the foregoing, the provisions of this paragraph will not apply to suits brought to enforce any liability or duty created by the Securities Act or the Exchange Act or otherwise arising under federal securities laws, for which the federal district courts of the United States of America shall be the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in any shares of our capital stock shall be deemed to have notice of and to have consented to the forum provisions in the ExcelFin Charter. If any action the subject matter of which is within the scope the forum provisions is filed in a court other than a court located within the State of Delaware, a foreign action, in the name of any stockholder, such stockholder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located within the State of Delaware in connection with any action brought in any such court to enforce the forum provisions, an enforcement action, and (y) having service of process made upon such stockholder in any such enforcement action by service upon such stockholder’s counsel in the foreign action as agent for such stockholder.

This forum selection clause may discourage claims or limit stockholders’ ability to submit claims in a judicial forum that they find favorable and may result in additional costs for a stockholder seeking to bring a claim. While ExcelFin believes the risk of a court declining to enforce this forum selection clause is low, if a court were to determine the forum selection clause to be inapplicable or unenforceable in an action, ExcelFin may incur additional costs in conjunction with its efforts to resolve the dispute in an alternative jurisdiction, which could have a negative impact on its results of operations and financial condition and result in a diversion of the time and resources of ExcelFin’s management and board of directors

Risks Related to ExcelFin and the Business Combination

If a stockholder or a “group” of stockholders are deemed to hold in excess of 15% of ExcelFin Class A Common Stock, such stockholder or group will lose the ability to redeem all such shares in excess of 15% of ExcelFin Class A Common Stock.

The ExcelFin Charter provides that a stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to more than an aggregate of 15% of the shares sold in the ExcelFin IPO, which ExcelFin refers to as the “Excess Shares.” However, ExcelFin would not be restricting its stockholders’ ability to vote all of their shares (including Excess Shares) for or against its business combination. The inability of a stockholder to redeem the Excess Shares will reduce its influence over ExcelFin ability to complete its business combination and such stockholder could suffer a material loss on its investment in ExcelFin if it sells Excess Shares in open market transactions. Additionally, such stockholder will not receive redemption distributions with respect to the Excess Shares if ExcelFin completes its business combination. And as a result, such stockholder will continue to hold that number of shares exceeding 15% and, in order to dispose of such shares, would be required to sell its stock in open market transactions, potentially at a loss.

ExcelFin may face litigation and other risks as a result of the material weaknesses in its internal control over financial reporting.

Following the filing of our Quarterly Report on Form 10-Q for the period ending June 30, 2022, we identified certain clerical errors in the EDGAR version of its condensed financial statements filed with the SEC. These errors were remedied by restating the June 30, 2022 Form 10-Q. As part of such process, management concluded that a material weakness in internal control over financial reporting existed related to EDGAR document preparation and ineffective review controls over that process.

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In connection with the review of the Quarterly Report on Form 10-Q for the period ending March 31, 2023, it was determined that a related party expense was recorded incorrectly due to ineffective review and reconciliation of such related party transactions. A similar incorrect journal entry was identified during the quarter ended December 31, 2023. While management of the Company has intended to implement enhanced review and reconciliation controls to ensure the timely and accurate recording of related party transactions, as of December 31, 2023 such material weakness is not considered remediated.

In October 2023, we made payments on three separate invoices which payments were later determined by management to have been made in error. Two of the payments were later recovered from the vendors, but it is unlikely that the third payment will be recovered. In addition, there were certain immaterial amounts that were not recorded as expense or prepaid accurately. Our management has conducted a thorough investigation related to these events and has concluded there was a material weakness in our internal control over financial reporting related to our review and approval of cash disbursements.

In connection with the review of the Quarterly Report on Form 10-Q for the period ending June 30, 2024, it was determined that two tax payments were recorded incorrectly. After an internal review of the procedures that resulted in this error, management concluded that a material weakness in internal control over financial reporting existed related to ineffective review and reconciliation of the income tax payable. A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim unaudited condensed financial statements will not be prevented or detected on a timely basis.

To address this material weakness management has devoted, and plans to continue to devote, significant effort and resources to the remediation and improvement of our system for verification of which invoices to pay.

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We implemented additional controls related to vendor verification and will introduce mandatory cybersecurity training.

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We implemented a list of specific points to validate before payments are released, requiring evidence of validation by approvers.

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We enhanced reconciliation of tax accounts and communication between parties involved in the tax and financial reporting process including journal entry review.

As we have recently implemented the above controls, it will require additional time to ensure that the control will operate effectively to address our material weakness.

As a result of the material weaknesses described above and other matters raised or that may in the future be raised by the SEC or others, we may be subject to potential litigation or other disputes which may include, among others, claims invoking the federal and state securities laws, contractual claims or other claims arising from the restatement and material weaknesses in its internal control over financial reporting and the preparation of our financial statements. We can provide no assurance that such litigation or dispute will not arise in the future. Any such litigation or dispute, whether successful or not, could have a material adverse effect on our business, results of operations and financial condition.

If, before distributing the proceeds in the Trust Account to the ExcelFin stockholders, ExcelFin files a voluntary bankruptcy petition or an involuntary bankruptcy petition is filed against ExcelFin that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of ExcelFin’s stockholders, and the per-share amount that would otherwise be received by ExcelFin’s stockholders in connection with ExcelFin’s liquidation may be reduced.

If, before distributing the proceeds in the Trust Account to the ExcelFin stockholders, ExcelFin files a voluntary bankruptcy petition or an involuntary bankruptcy petition is filed against ExcelFin that is not dismissed, the proceeds held in the Trust Account could be subject to applicable bankruptcy law, and may be included in ExcelFin’s bankruptcy estate and subject to the claims of third parties with priority over the claims of ExcelFin’s stockholders. To the extent any bankruptcy claims deplete the Trust Account, the per- share amount that would otherwise be received by ExcelFin’s stockholders in connection with ExcelFin’s liquidation may be reduced.

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If, after ExcelFin distributes the proceeds in the trust account to its public stockholders, ExcelFin files a bankruptcy petition or an involuntary bankruptcy petition is filed against ExcelFin that is not dismissed, a bankruptcy court may seek to recover such proceeds, and the members of the Board may be viewed as having breached their fiduciary duties to its creditors, thereby exposing the members of the Board of directors and ExcelFin to claims of punitive damages.

If, after ExcelFin distributes the proceeds in the trust account to its public stockholders, ExcelFin files a bankruptcy petition or an involuntary bankruptcy petition is filed against ExcelFin that is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover some or all amounts received by ExcelFin’s stockholders. In addition, the Board of directors may be viewed as having breached its fiduciary duty to its creditors and/or having acted in bad faith by paying public stockholders from the trust account prior to addressing the claims of creditors, thereby exposing itself and ExcelFin to claims of punitive damages.

ExcelFin’s stockholders may be held liable for claims by third parties against ExcelFin to the extent of distributions received by them upon redemption of their shares.

Under the DGCL, stockholders may be held liable for claims by third parties against a corporation to the extent of distributions received by them in a dissolution. The pro rata portion of the Trust Account distributed to ExcelFin stockholders upon the redemption of ExcelFin Class A Common Stock in the event ExcelFin does not complete its initial business combination during the Combination Period, may be considered a liquidation distribution under Delaware law. If a corporation complies with certain procedures set forth in Section 280 of the DGCL intended to ensure that it makes reasonable provision for all claims against it, including a 60-day notice period during which any third-party claims can be brought against the corporation, a 90-day period during which the corporation may reject any claims brought, and an additional 150-day waiting period before any liquidating distributions are made to stockholders, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would be barred after the third anniversary of the dissolution. However, it is ExcelFin’s intention to redeem its ExcelFin Class A Common Stock as soon as reasonably possible following December 25, 2024, or such later date as may be extended by means of an amendment to the ExcelFin Charter, or such later date that may be approved by ExcelFin’s stockholders, in the event ExcelFin does not complete its business combination and, therefore, ExcelFin does not intend to comply with those procedures.

Because ExcelFin will not be complying with Section 280, Section 281(b) of the DGCL requires ExcelFin to adopt a plan, based on facts known to ExcelFin at such time that will provide for its payment of all existing and pending claims or claims that may be potentially brought against ExcelFin within the 10 years following its dissolution. However, because ExcelFin is a blank check company, rather than an operating company, and ExcelFin’s operations are limited to searching for prospective target businesses to acquire, the only likely claims to arise would be from ExcelFin’s vendors (such as lawyers, investment bankers, etc.) or prospective target businesses. If ExcelFin’s plan of distribution complies with Section 281(b) of the DGCL, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would likely be barred after the third anniversary of the dissolution. ExcelFin cannot assure you that it will properly assess all claims that may be potentially brought against it. As such, ExcelFin’s stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of ExcelFin’s stockholders may extend beyond the third anniversary of such date. Furthermore, if the pro rata portion of the Trust Account distributed to the ExcelFin stockholders upon the redemption of the ExcelFin Class A Common Stock in the event ExcelFin does not complete its initial business combination during the Combination Period, is not considered a liquidation distribution under Delaware law and such redemption distribution is deemed to be unlawful, then pursuant to Section 174 of the DGCL, the statute of limitations for claims of creditors could then be six years after the unlawful redemption distribution, instead of three years, as in the case of a liquidation distribution.

In April 2024, ExcelFin’s stockholders approved an amendment to the ExcelFin Charter to remove the requirement that redemptions could not be made if they would result in ExcelFin having less than $5,000,001

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in net tangible assets. Consequently, if PubCo fails to meet the initial listing requirements of Nasdaq, PubCo could be required to comply with the “penny stock” rules which could affect our trading of securities following the Business Combination.

The purpose of such requirement was initially to ensure that, in connection with ExcelFin’s initial business combination, ExcelFin would continue, as it has been since its IPO, to not be subject to the SEC’s “penny stock” rules, and therefore not a “blank check company” as defined under Rule 419 of the Securities Act, because it complied with Rule 3a51-1(g)(1) (the “NTA Rule”). The NTA Rule is one of several exclusions from the “penny stock” rules of the SEC, and ExcelFin believes that it may rely on another exclusion, which relates to ExcelFin being listed on Nasdaq (Rule 3a51-1(a)(2)) (the “Exchange Rule”). PubCo intends to rely on the Exchange Rule to not be deemed a penny stock issuer at the time of its initial listing on Nasdaq in connection with the Business Combination. Upon the closing of the Business Combination, if PubCo fails to meet the initial listing requirements of Nasdaq and does not have net tangible assets of at least $5,000,001, this could result in an inability of PubCo to list its securities on Nasdaq and thus be obligated to comply with the “penny stock” trading rules.

If PubCo is not able to list its securities on Nasdaq, PubCo Ordinary Shares would likely trade only in the over-the-counter markets, the market liquidity of PubCo Ordinary Shares could be adversely affected and the market price could decrease. If PubCo Ordinary Shares were to trade on the over-the-counter market, selling PubCo Ordinary Shares securities could be more difficult because smaller quantities of securities would likely be bought and sold, transactions could be delayed, and PubCo could face significant material adverse consequences, including but not limited to: a limited availability of market quotations for PubCo Ordinary Shares; reduced liquidity with respect to PubCo’s securities; a determination that PubCo Ordinary Shares is a “penny stock,” which would require brokers trading in PubCo’s securities to adhere to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary trading market for PubCo Ordinary Shares; a reduced amount of news and analyst coverage for PubCo; and a decreased ability to issue additional securities or obtain additional financing in the future. These factors could result in lower prices and larger spreads in the bid and ask prices for PubCo Ordinary Shares and would substantially impair our ability to raise additional funds and could result in a loss of institutional investor interest and fewer development opportunities for PubCo.

Risks Related to the Business Combination and Integration of Businesses

While ExcelFin and Baird Medical work to complete the Business Combination, management’s focus and resources may be diverted from operational matters and other strategic opportunities.

Successful completion of the Business Combination may place a significant burden on management and other internal resources. The diversion of management’s attention and any difficulties encountered in the transition process could harm the new Combined Company’s business financial condition, results of operations and prospects. In addition, uncertainty about the effect of the Business Combination on Baird Medical’s systems, employees, customers, partners, and other third parties, including regulators, may have an adverse effect on the new Combined Company. These uncertainties may impair the new Combined Company’s ability to attract, retain and motivate key personnel for a period of time after the completion of the Business Combination.

Baird Medical’s management has no or limited experience operating a public company.

Baird Medical’s executive officers and directors have no or limited experience in the management of a publicly traded company. Baird Medical’s management team may not successfully or effectively manage its transition to a public company following the Business Combination that will be subject to significant regulatory oversight and reporting obligations under federal securities laws. Their limited experience in dealing with the increasingly complex laws pertaining to public companies could be a significant disadvantage in that it is likely that an increasing amount of their time may be devoted to these activities which will result in less time being devoted to the management and growth of the Combined Company. It is possible that the Combined Company will be required to expand its employee base and hire additional employees to support its operations as a public company, which will increase its operating costs in future periods.

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Baird Medical’s and ExcelFin’s operations may be restricted during the pendency of the Business Combination pursuant to terms of the Business Combination Agreement.

Prior to the consummation of the Business Combination, Baird Medical is subject to customary interim operating covenants relating to carrying on its business in the ordinary course of business and is also subject to customary restrictions on actions that may be taken during such period without ExcelFin’s consent. As a result, Baird Medical may be unable, during the pendency of the Business Combination, to make certain acquisitions and capital expenditures, borrow money and otherwise pursue other actions, even if such actions would prove beneficial.

Uncertainty about the effect of the Business Combination may affect our ability to retain key employees and may materially impact the management, strategy and results of our operation as a Combined Company.

Uncertainty about the effect of the Business Combination on Baird Medical’s business, employees, customers, third parties with whom Baird Medical has relationships, and other third parties, including regulators, may have an adverse effect on the Combined Company. These uncertainties may impair the Combined Company’s ability to attract, retain and motivate key personnel for a period of time after the Business Combination. If key employees depart because of issues related to the uncertainty and difficulty of integration or a desire not to remain with the new Combined Company, our business could be harmed.

The Combined Company may incur successor liabilities due to conduct arising prior to the completion of the Business Combination.

The new Combined Company may be subject to certain liabilities of ExcelFin and Baird Medical. ExcelFin and Baird Medical at times may each become subject to litigation claims in the operation of its business, including, but not limited to, with respect to employee matters, intellectual property infringement matters and contract matters. Any litigation may be expensive and time-consuming and could divert management’s attention from the Combined Company’s business and negatively affect its operating results or financial condition. The outcome of any litigation cannot be guaranteed, and adverse outcomes can affect ExcelFin, Baird Medical and the new Combined Company negatively.

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SPECIAL MEETING OF EXCELFIN STOCKHOLDERS

General

ExcelFin is furnishing this proxy statement/prospectus to its stockholders as part of the solicitation of proxies by its Board for use at the Special Meeting to be held on September [•], 2024, and at any adjournment or postponement thereof. This proxy statement/prospectus is first being furnished to you on or about August [•], 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

The Special Meeting will virtually be held at 10:00 a.m. Eastern Time on September [•], 2024, or at such other time, on such other date and at such other place to which the meeting may be adjourned or postponed.

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 August [•], 2024, which is the Record Date for the 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 6,583,986 shares of ExcelFin Class A Common Stock issued and outstanding, consisting of 833,986 shares originally sold as part of units in the ExcelFin IPO, and 5,750,000 shares issued upon conversion of the founder shares that were issued to the Sponsor prior to the ExcelFin IPO. ExcelFin does not expect to issue any shares of common stock on or before the Record Date.

Vote of the Sponsor, Directors and Officers

In connection with the ExcelFin IPO, ExcelFin entered into agreements with each of its Sponsor, directors and officers pursuant to which each agreed to vote any shares of common stock owned by it in favor of the Business Combination Proposal. These agreements apply to the Sponsor as it relates to the founder shares and the requirement to vote such shares in favor of the Business Combination Proposal. Our Sponsor currently owns 5,750,000 shares of ExcelFin Class A Common Stock, representing 87.3% of the 6,583,986 issued and outstanding shares of ExcelFin Common Stock. Our Sponsor, ExcelFin Initial Stockholders, and our directors and officers have agreed to vote all of their founder shares and all of their shares of Class A Common Stock in favor of the Business Combination Proposal. 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 Proposal, we need none of the ExcelFin public shares to vote in order to have our Business Combination approved.

Quorum and Required Vote for Proposals

Approval of the Business Combination Proposal and 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

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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) 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 Adjournment Proposal. Abstentions of persons appearing at the Special Meeting likewise will also have no effect on the outcome of this proposal.

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, then we will not consummate the Business Combination. If we do not consummate the Business Combination and fail to complete an initial business combination during the Combination Period, we will be required to dissolve and liquidate our Trust Account by returning the then remaining funds in such account to the public stockholders.

Abstentions and Broker Non-Votes

Under the rules of various national and regional securities exchanges, if you hold your stock in “street name” through a broker, bank or other nominee, that entity 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. We believe that all the proposals presented to our stockholders will be considered non-discretionary, and therefore your broker, bank or nominee cannot vote your shares without your instruction. If you do not provide instructions with your proxy, your bank, broker or other nominee may deliver a proxy card expressly indicating that it is NOT voting your shares; this indication that a bank, broker or nominee is not voting your shares is referred to as a “broker non-vote.” 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 Charter Amendments Proposal. At a meeting with a quorum, broker non-votes will have no effect on the remaining Proposals.

Abstentions will be considered present for the purposes of establishing a quorum, but will not be counted for or against any particular proposal. An abstention will have the same effect as a vote “AGAINST” the Business Combination Proposal and the Charter Amendments Proposal but will have no effect on the outcome of any vote on the Adjournment Proposal.

Recommendation of the Board

The Board has unanimously determined that each of the proposals is in the best interests of ExcelFin and its stockholders, and has unanimously approved such proposals. The Board unanimously recommends that stockholders:

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vote “FOR” the Business Combination Proposal;

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vote “FOR” the Charter Amendments Proposal;

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vote “FOR” the Advisory Charter Amendment Proposal; and

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vote “FOR” the Adjournment Proposal, if it is presented to the meeting.

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When you consider the recommendation of the Board in favor of approval of the Proposals, you should keep in mind that the Sponsor, members of the Board and officers have interests in the Business Combination that are different from or in addition to (or which may conflict with) your interests as a stockholder. These interests include, among other things:

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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.

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As of December 31, 2023, ExcelFin has issued a convertible note in an aggregate principal amount of up to $1,500,000 to the Sponsor, with $1,296,654 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 proceeds held outside the Trust Account to repay the Working Capital Loan, but no proceeds held in the Trust Account would 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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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.

Voting Your Shares

Each ExcelFin Class A Common Stock that you own in your name entitles you to one vote. If you are a record owner of your shares, there are two ways to vote your shares of ExcelFin Class A Common Stock at the Special Meeting:

•

You Can Vote By Signing and Returning the Enclosed Proxy Card. If you vote by proxy card, your “proxy,” whose name is listed on the proxy card, will vote your shares as you instruct on the proxy card. If you sign and return the proxy card but do not give instructions on how to vote your shares, your shares will be voted as recommended by the Board “FOR” the Business Combination Proposal, the Charter Amendment Proposal, the Advisory Charter Amendment Proposal and the Adjournment Proposal (if presented). Votes received after a matter has been voted upon at the Special Meeting will not be counted.

•

You Can Attend the Special Meeting via webcast and Vote in Person (by virtual attendance). The meeting will be hosted live via the Internet. To attend the Special Meeting webcast, please visit [meeting internet address] and be sure to have your control number available.

•

You Can Vote Before the Special Meeting. Access www.voteproxy.com and follow the on-screen instructions or scan the QR code with your smartphone. Have your proxy card available when you access the web page.

If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. If you wish to attend the virtual meeting and vote in person (by virtual attendance) and your shares are held in “street name,” you must obtain a legal 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. After contacting Equiniti 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 Equiniti Trust Company by September [•], 2024, at least five (5) business days prior to the meeting date in order to ensure access. That is the only way ExcelFin can be sure that the broker, bank or nominee has not already voted your shares.

Revoking Your Proxy

If you are a record owner of your shares and you give a proxy, you may change or revoke it at any time before it is exercised by doing any one of the following:

•

you may send another proxy card with a later date;

•

you may notify ExcelFin’s secretary in writing before the Special Meeting that you have revoked your proxy; or

•

you may virtually attend the Special Meeting, revoke your proxy, and vote in person (by virtual attendance) as described above.

If your shares are held in “street name” or are in a margin or similar account, you should contact your broker for information on how to change or revoke your voting instructions.

Who Can Answer Your Questions About Voting Your Shares

If you are a stockholder and have any questions about how to vote or direct a vote in respect of your ExcelFin Class A Common Stock, you may call Morrow Sodoli at:

Sodali & Co.
333 Ludlow Street, 5th Floor, South Tower
Stamford, Connecticut 06902

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Shareholders may call toll-free: (800) 662-5200
Banks and Brokerage Firms, please call: (800) 662-5200
Email: [•] XFIN@Iinfo.sodali.com

No Additional Matters May Be Presented at the Special Meeting

The Special Meeting has been called only to consider the Business Combination Proposal, the Charter Amendments Proposal, the Advisory Charter Amendment Proposal and the Adjournment Proposal. Under ExcelFin’s bylaws, other than procedural matters incident to the conduct of the Special Meeting, no other matters may be considered at the Special Meeting if they are not included in this proxy statement/prospectus, which serves as the notice of the Special Meeting.

Redemption Rights

Pursuant to the ExcelFin Charter, any holders of public shares may demand that such shares be redeemed in exchange for a pro rata share of the aggregate amount on deposit in the Trust Account, less taxes payable and up to $100,000 for dissolution expenses, calculated as of two (2) business days prior to the consummation of the Business Combination. If demand is properly made and the Business Combination is consummated, these shares, immediately prior to the Business Combination, will cease to be outstanding and will represent only the right to receive a pro rata share of the aggregate amount on deposit in the Trust Account which holds the proceeds of the ExcelFin IPO (calculated as of two (2) business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account and not previously released to it to pay ExcelFin’s taxes payable and up to $100,000 of any remaining interest for dissolution expenses). For illustrative purposes, based on funds in the Trust Account of $9,156,000 on the Record Date, the estimated per share redemption price would have been approximately $10.98 (net of taxes payable). ExcelFin anticipates the per share redemption price will be approximately $10.98 (net of taxes payable) at the closing of the Business Combination, which is anticipated to occur during the third quarter of 2024.

In order to exercise your redemption rights, you must:

•

prior to 5:00 p.m. Eastern Time on September [•], 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 Equiniti Trust Company, ExcelFin’s transfer agent, at the following email address:

Equiniti Trust Company, LLC
55 Challenger Road 2nd floor
Ridgefield Park, New Jersey 07660,
Attention: SPACSUPPORT,
Email: SPACSUPPORT@equiniti.com

•

deliver your public shares electronically through DTC to ExcelFin’s transfer agent at least two (2) business days before the Special Meeting. Stockholders who hold their shares in street name will have to coordinate with their bank, broker or other nominee to have the shares delivered electronically. If you do not submit a written request and deliver your public shares as described above, your shares will not be redeemed.

Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests (and submitting shares to the transfer agent) and thereafter, with ExcelFin’s consent, until the vote is taken with respect to the Business Combination. If you delivered your shares for redemption to ExcelFin’s transfer agent and decide within the required timeframe not to exercise your redemption rights, you may request that ExcelFin’s transfer agent return the shares electronically. You may make such request by contacting ExcelFin’s transfer agent at the phone number or address listed above.

Prior to exercising redemption rights, stockholders should verify the market price of ExcelFin Class A Common Stock as they may receive higher proceeds from the sale of their ExcelFin Class A Common Stock in the public market than from exercising their redemption rights if the market price per share is higher than the redemption price. We cannot assure you that you will be able to sell your shares of ExcelFin Class A Common Stock in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in ExcelFin Class A Common Stock when you wish to sell your shares.

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If you exercise your redemption rights, your shares of ExcelFin Class A Common Stock will cease to be outstanding immediately prior to the Business Combination and will only represent the right to receive a pro rata share of the aggregate amount on deposit in the Trust Account. You will no longer own those shares and will have no right to participate in, or have any interest in, the future growth of PubCo, if any. You will be entitled to receive cash for these shares only if you properly and timely demand redemption.

If the Business Combination is not approved and ExcelFin does not consummate an initial business combination during the Combination Period, ExcelFin will be required to dissolve and liquidate its Trust Account by returning the then remaining funds in such account to the public stockholders.

ExcelFin Appraisal Rights

Under the DGCL, holders of ExcelFin Class A Common Stock and ExcelFin Public Warrants do not have appraisal rights in connection with the Business Combination.

Proxy Solicitation

ExcelFin is soliciting proxies on behalf of its Board. This solicitation is being made by mail but also may be made by telephone or in person. ExcelFin will file with the SEC all scripts and other electronic communications as proxy soliciting materials.

ExcelFin will pay the cost of soliciting proxies for the Special Meeting. ExcelFin has engaged Morrow Sodali to assist in the solicitation of proxies for the Special Meeting. ExcelFin has agreed to pay the Proxy Solicitor a fee of $15,000, plus expenses. ExcelFin will reimburse the Proxy Solicitor for reasonable out-of-pocket expenses and will indemnify the 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 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.

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THE BUSINESS COMBINATION PROPOSAL

We are asking our stockholders to approve the Business Combination Agreement and the transactions contemplated thereby, including the Business Combination. Our stockholders should carefully read this proxy statement/prospectus in its entirety for more detailed information concerning the Business Combination Agreement, which is attached as Annex A to this proxy statement/prospectus. You are urged to read the Business Combination Agreement in its entirety before voting on this proposal.

We may consummate the Business Combination only if it is approved by the affirmative vote of the holders of a majority of the shares of our common stock that are voted at the Special Meeting.

Business Combination Agreement

This section describes the material provisions of the Business Combination Agreement but does not purport to describe all of the terms thereof. The following summary is qualified in its entirety by reference to the complete text of the Business Combination Agreement and the related agreements. ExcelFin’s stockholders and other interested parties are urged to read such agreement in its entirety. Unless otherwise defined herein, the capitalized terms used below are defined in the Business Combination Agreement.

The Business Combination Agreement contains representations, warranties and covenants that the respective parties made to each other as of the date of the Business Combination Agreement or other specific dates, which may be updated prior to the Closing of the Business Combination. The assertions embodied in those representations, warranties and covenants were made for purposes of the contract among the respective parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating the Business Combination Agreement. The representations, warranties and covenants in the Business Combination Agreement are also modified in important part by the disclosure schedules attached thereto which are not filed publicly. The disclosure schedules were used for the purpose of allocating risk among the parties rather than establishing matters as facts. We do not believe that the disclosure schedules contain information that is material to an investment decision.

General Description of the Business Combination Agreement

ExcelFin entered into the Business Combination Agreement by and among ExcelFin, PubCo, Merger Sub 1, Merger Sub 2, Newco, 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. Pursuant to the Business Combination Agreement: (a) on August 3, 2023, Baird Medical contributed all of the issued and outstanding capital shares of Tycoon held by Baird Medical (“Tycoon Shares”) to PubCo in exchange for PubCo Ordinary Shares and Tycoon became a wholly-owned subsidiary of PubCo and Baird Medical received in exchange therefore 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) (the “Share Contribution”); (b) prior to Closing, Baird Medical will transfer 1,947,058 PubCo Ordinary Shares (which shares shall not include the Baird Medical Earnout Shares) to Newco and the Minority Holders will exchange their ownership interests in Baird Medical for all of the outstanding ownership interests in Newco (the “Newco Share Contribution”); and (c) after the special meeting, Merger Sub 1 will merge with and into ExcelFin, with ExcelFin continuing as the surviving entity and wholly-owned subsidiary of PubCo (the “First Merger”) and Merger Sub 2 will merge with and into Newco, with Newco continuing as the surviving entity and wholly-owned subsidiary of PubCo (the “Second Merger”). The business purpose of the Second Merger is both to ensure compliance with Nasdaq’s public float requirement as well as to facilitate that additional PubCo shares are held after closing by shareholders most likely to be long-term holders. 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

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share, that have an aggregate value equal to Three Hundred Million Dollars ($300,000,000); (b) prior to Closing, Baird Medical will transfer 1,947,058 PubCo Ordinary Shares (which shares shall not include the Baird Medical Earnout Shares) to Newco and the Minority Holders will exchange their ownership interests in Baird Medical for all of the outstanding ownership interests in Newco (the “Newco Share Contribution”); and (c) after the special meeting, Merger Sub 1 will merge with and into ExcelFin, with ExcelFin continuing as the surviving entity and wholly-owned subsidiary of PubCo (the “First Merger”) and Merger Sub 2 will merge with and into Newco, with Newco continuing as the surviving entity and wholly-owned subsidiary of PubCo (the “Second Merger”). In the Second Merger, 1,947,058 PubCo Ordinary Shares transferred by Baird Medical to Newco will be cancelled, and an equal number of PubCo Ordinary Shares will be issued to the Minority Holders.

The Business Combination Agreement provides that at the effective time of the Business Combination (the “Effective Time”):

(i)

(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)

Earnout Provisions

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 “Sponsor 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.

Representations and Warranties

The Business Combination Agreement contains a number of representations and warranties made by ExcelFin, Baird Medical and PubCo as of the date of such agreement or other specific dates solely for the benefit of certain of the parties to the Business Combination Agreement, which in certain cases are subject to specified exceptions and materiality, Material Adverse Effect, knowledge and other qualifications contained in the Business Combination Agreement or in information provided pursuant to certain disclosure schedules to the Business Combination Agreement.

In the Business Combination Agreement, Baird Medical and Tycoon made certain customary representations and warranties to ExcelFin, including:

Tycoon is validly existing and in good standing under the laws of the British Virgin Islands.

Tycoon has all requisite corporate power and authority to consummate the Transactions. The Business Combination Agreement and the Ancillary Agreements constitute the legal, valid and binding obligations of Tycoon.

After giving effect to the Share Contribution, PubCo shall own all of the issued and outstanding equity securities of Tycoon.

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The equity securities of Tycoon are duly authorized, validly issued, and, fully paid and non-assessable.

Each of Tycoon’s subsidiaries is duly formed, validly existing and in good standing and the equity securities of each of Tycoon’s subsidiaries are duly authorized, validly issued, and fully paid and non-assessable.

The execution and delivery by Tycoon of the Business Combination Agreement and the Ancillary Agreements party will not (i) conflict with or violate Tycoon governing documents, (ii) conflict with or violate any applicable laws or (iii) require any approvals not otherwise disclosed.

Each of the Target Companies has complied with all applicable laws with respect to the conduct of its business, or the ownership or operation of its business.

Each owner of the Target Companies who is a PRC resident has complied with such reporting or registration requirements under the SAFE Rules and Regulations with respect to its investment in such Target Company.

The Baird Medical Financial Statements fairly and accurately present in all material respects the financial position, results of operations and cash flows of Baird Medical and the Target Companies as at the dates thereof and for the periods indicated.

10.

The Target Companies do not have any indebtedness in excess of $1,000,000 other than (i) indebtedness disclosed in the Baird Medical Financial Statements or (ii) as is set forth in the Baird Medical Disclosure Letter.

11.

There are no outstanding loans or other extensions of credit made by Baird Medical or any Target Company to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of any Target Company.

12.

No Target Company has any material liabilities of a nature required to be disclosed on a balance sheet in accordance with GAAP, except those that have been disclosed.

13.

There has not occurred any Baird Medical Material Adverse Effect.

14.

There is no pending or threatened, action against any of the Target Companies or any of their respective properties or assets

15.

None of the Target Companies has any liability under any plan subject to Title IV of ERISA.

16.

The execution, delivery and performance by Tycoon of the Business Combination Agreement will not result in any severance payments.

17.

None of the Target Companies is a party to any collective bargaining agreement and there is no pending strike, work stoppage, slowdown, lockout or arbitration against or involving any of the Target Companies.

18.

Each of the Target Companies is in compliance in all material respects with all applicable laws relating to labor and employment matters.

19.

There is no contract or governmental order binding upon any of the Target Companies which has the effect of prohibiting or materially impairing any business practice of any of the Target Companies.

20.

None of the Target Companies owns any parcels of real property or any real property interests.

21.

Each of the Leases are in full force and effect and is a legal, valid and binding obligation of the Target Company party thereto and the counterparty thereto, enforceable against such counterparty in accordance with its terms.

22.

Each Target Company has good and marketable title to, or a valid leasehold interest in or right to use, all of its material tangible assets.

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23.

All income and other material tax returns required to be filed by any of the Target Companies have been timely filed, and all such tax returns are true, correct and complete in all material respects.

24.

None of the Target Companies has taken or agreed to take any action not contemplated by the Business Combination Agreement, the Ancillary Agreements or any related ancillary documents that could reasonably be expected to prevent the Transactions from qualifying for the Intended tax Treatment.

25.

No action is pending or threatened against any Target Company or any assets or properties of any Target Company alleging that such Target Company is in violation of any environmental law or environmental permit or has any liability under any environmental law.

26.

Each Target Company is and has been in compliance with all environmental laws, and no action is pending or threatened to revoke, modify in any respect or terminate any environmental permit.

27.

Except as disclosed in the Baird Medical Disclosure Letter, no broker, finder, investment banker or other person is entitled to any brokerage fee, finders’ fee or other similar commission in connection with the Transactions based upon arrangements made by any of the Target Companies.

28.

All owned intellectual property is subsisting valid and enforceable in accordance with applicable law. Tycoon intellectual property constitutes in all material respects all intellectual property necessary for, the operation of the business of the Target Companies as currently conducted.

29.

There are no pending or threatened in writing actions against any of the Target Companies involving any claim of infringement, unauthorized use, misappropriation or other violation of any intellectual property of any person or challenging the ownership, registration, validity, enforceability, or use of any owned intellectual property.

30.

None of the Tycoon software contains any bug, defect or error that is materially affecting the use, functionality or performance of such Tycoon software.

31.

The IT systems are in good working condition to effectively perform in all material respects all information technology operations necessary to conduct the business of the Target Companies as currently conducted, taken as a whole.

32.

Each Target Company complies in all material respects with all applicable Privacy laws.

33.

None of the Top Suppliers or the Top Customers has, as of the date of the Business Combination Agreement, delivered to any of the Target Companies written notice of its intention to terminate any of its existing business with a Target Company.

34.

Each Company Material Contract is in full force and effect and is valid and binding upon and enforceable in all material respects against each of the parties thereto.

35.

All premiums and other amounts owed with respect to the Insurance Policies have been timely paid in accordance with the terms of such policies, there have been no lapses in insurance coverage, and no Target Company has received any written notice from any insurer under any of the Insurance Policies canceling or materially adversely amending any such policy or denying renewal of coverage thereunder.

36.

No Target Company Related Person is presently, or in the past three years has been, a party to any contract with a Target Company, in each case, (i) other than the Business Combination Agreement or any Ancillary Agreement, and (ii) except as would not be material to the business of the Target Companies, taken as a whole.

37.

No Target Company has (i) used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity, (ii) promised, made or offered to make any unlawful payment or provided or offered to provide anything of value to any official or employee of a governmental authority, to foreign or domestic political parties or campaigns or violated any provision of any specified business conduct laws in any material respect or (iii) made any other unlawful payment.

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38.

No Target Company or any of its directors or officers, or any other representative acting on behalf of a Target Company is currently a sanctioned person.

39.

None of the information supplied or to be supplied by Baird Medical or Tycoon expressly for inclusion or incorporation by reference in public filings to be made in connection with the Transactions will, when filed, made available, mailed or distributed, as the case may be, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they are made, not misleading.

40.

Except as expressly provided in the Business Combination Agreement, neither Excelfin nor any of its affiliates or representatives has made, is making, or shall be deemed to make any representation or warranty whatsoever, express or implied, at law or in equity, to any of the Target Companies.

In the Business Combination Agreement, ExcelFin made certain customary representations and warranties to Baird Medical, Tycoon and PubCo, including:

ExcelFin is duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware.

ExcelFin has no direct or indirect subsidiaries.

As of the date of the Business Combination Agreement:(i) 4,788,792 shares of ExcelFin Class A Common Stock are outstanding; (ii) 5,750,000 shares of ExcelFin Class B Common Stock are outstanding; (iii) 1,000,000 shares of preferred stock, par value $0.0001 per share are undesignated; (iv) 195,211,208 shares of Class A Common Stock are authorized but unissued, and available for issuance; (v) 44,250,000 are authorized but unissued, and available for issuance; (vi) 11,700,000 private placement warrants to purchase one share of ExcelFin Class A Common Stock are outstanding; and (vii) 11,500,000 public warrants to purchase one share of ExcelFin Class A Common Stock are outstanding. All outstanding shares of ExcelFin stock are duly authorized, validly issued, fully paid and non-assessable, and all ExcelFin warrants are duly authorized and validly issued.

The Business Combination Agreement and the Ancillary Agreements have been duly and validly executed and delivered by ExcelFin and constitute the legal, valid and binding obligations of ExcelFin.

The execution and delivery by ExcelFin of the Business Combination Agreement and the Ancillary Agreements does not require any approvals, except as disclosed.

ExcelFin has complied in all material respects with, and has not been in violation in any material respect of, any applicable laws with respect to the conduct of its business, or the ownership or operation of its business.

ExcelFin has filed all forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed or furnished by ExcelFin with the SEC under the Exchange Act or the Securities Act (the “ExcelFin SEC Reports”). The ExcelFin SEC Reports were prepared in all material respects in accordance with the requirements of the Securities Act, the Exchange Act and the Sarbanes-Oxley Act, and the rules and regulations thereunder.

The financial statements and notes contained or incorporated by reference in the ExcelFin SEC Reports fairly present in all material respects the financial condition and the results of operations of ExcelFin.

Since its incorporation, ExcelFin has not conducted any business activities other than activities directed toward the accomplishment of a Business Combination.

10.

There are no actions pending or threatened, against or otherwise relating to ExcelFin, before any governmental authority challenging or seeking to enjoin, alter or materially delay the consummation of the Transactions.

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11.

ExcelFin Material Contracts are in full force and effect and represent the legal, valid and binding obligations of ExcelFin and represent the legal, valid and binding obligations of the other parties thereto and are enforceable by ExcelFin in accordance with their terms.

12.

There is no action or proceeding pending or threatened in writing against ExcelFin by the Nasdaq, the Financial Industry Regulatory Authority or the SEC with respect to any intention by such entity to deregister the ExcelFin Units, the shares of ExcelFin Class A Stock or ExcelFin Warrants or to terminate the listing of ExcelFin on the Nasdaq.

13.

As of the date of the Business Combination Agreement, ExcelFin has no less than $50,000,000 in a trust account for the benefit of ExcelFin’s public stockholders.

14.

Except as set forth in the ExcelFin Disclosure Letter, ExcelFin does not have, or have any present intention, agreement, arrangement or understanding to enter into or incur, any obligations with respect to or under any indebtedness.

15.

None of the information supplied or to be supplied by ExcelFin or its representatives expressly for inclusion or incorporation by reference into any public filing to be made in connection with the consummation of the Transactions will, when filed, made available, mailed or distributed contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they are made, not misleading.

16.

ExcelFin is in compliance with all applicable specified business conduct laws.

17.

ExcelFin is not an “investment company” or a person directly or indirectly controlled by or acting on behalf of an “investment company.”.

18.

ExcelFin does not own or lease any real or personal property.

19.

Except as disclosed in the ExcelFin Disclosure Letter, no broker, finder, investment banker or other person is entitled to any brokerage fee, finders’ fee or other similar commission in connection with the transactions contemplated by the Business Combination Agreement based upon arrangements made by ExcelFin or any of its Affiliates.

20.

Except as disclosed in the ExcelFin Disclosure Letter, ExcelFin has never had any employees.

21.

All income and other material tax returns required to be filed by ExcelFin have been timely filed, and all such tax returns are true, correct and complete in all material respects. ExcelFin has not taken or agreed to take any action not contemplated by the Business Combination Agreement, the Ancillary Agreements or any related ancillary documents that could reasonably be expected to prevent the Transactions from qualifying for the Intended tax Treatment.

22.

Except as expressly provided in the Business Combination Agreement, none of the Target Companies, Baird Medical or the Acquisition Entities has made, is making, or shall be deemed to make any representation or warranty whatsoever, express or implied, at law or in equity.

In the Business Combination Agreement, Baird Medical made certain customary representations and warranties to ExcelFin, including:

Baird Medical is a corporation duly formed, validly existing and in good standing under the laws of the Cayman Islands.

The Business Combination Agreement and the Ancillary Agreements have been duly and validly executed and delivered by Baird Medical constitute, the legal, valid and binding obligation of Baird Medical.

Upon the consummation of the Share Contribution in accordance with the Business Combination Agreement, the entire legal and beneficial interest in such Tycoon Shares, and good, valid and marketable title to such Tycoon Shares, free and clear of all liens, will pass to PubCo.

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The execution and delivery by Baird Medical of the Business Combination Agreement and the Ancillary Agreements does not require any approvals, except as disclosed.

Baird Medical has complied with and is not in violation of any applicable laws.

There is no pending or threatened, action against Baird Medical or any of its properties or assets, or any of its directors or officers with regard to their actions as such.

No broker, finder, investment banker or other person is entitled to any brokerage fee, finders’ fee or other similar commission in connection with the Transactions, including the Share Contribution, based upon arrangements made by Baird Medical.

None of the information supplied or to be supplied by Baird Medical or its representatives expressly for inclusion or incorporation by reference in any public filings to be made in connection with the consummation of the Transactions will, when filed, made available, mailed or distributed, as the case may be, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they are made, not misleading.

Baird Medical has not taken, or agreed to take, any action not contemplated by the Business Combination Agreement or any Ancillary Agreements that could reasonably be expected to prevent the Transactions from qualifying for the Intended tax Treatment.

10.

Neither Excelfin nor any of its affiliates or representatives has made, is making, or shall be deemed to make any representation or warranty whatsoever, express or implied, at law or in equity.

In the Business Combination Agreement, Baird Medical and the Acquisition Companies made certain customary representations and warranties to ExcelFin, including:

PubCo is a corporation duly formed, validly existing and in good standing under the laws of the Cayman Islands.

Each of Merger Sub 1, Merger Sub 2 and Newco is an entity duly formed, validly existing and in good standing under the laws of the State of Delaware.

The Business Combination Agreement and the Ancillary Agreements constitute, the legal, valid and binding obligations of such Acquisition Entity.

Any PubCo Ordinary Shares that will be issued pursuant to the Transactions will be duly authorized, validly issued, fully paid and non- assessable.

Except as described in the Business Combination Agreement, there are no issued and outstanding equity securities of any of the Acquisition Entities.

PubCo does not own or control any interest in any person, other than Merger Sub 1, Merger Sub 2 and Newco, and none of Merger Sub 1, Merger Sub 2 and Newco owns or controls, directly or indirectly, any interest in any person.

The execution and delivery by each of the Acquisition Entities of the Business Combination Agreement and the Ancillary Agreements does not require any approvals, except as disclosed.

Each of the Acquisition Entities has complied with and is not in violation of any applicable laws.

Since the date of its incorporation, none of the Acquisition Entities has conducted any business.

10.

There is no pending or threatened, action against any of the Acquisition Entities or any of its properties or assets.

11.

No broker, finder, investment banker or other person is entitled to any brokerage fee, finders’ fee or other similar commission in connection with the Transactions based upon arrangements made by any of the Acquisition Entities.

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12.

None of the information supplied or to be supplied by any of the Acquisition Entities or its representatives expressly for inclusion or incorporation by reference into any public filing to be made respect to the consummation of the Transactions will, when filed, made available, mailed or distributed, as the case may be, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they are made, not misleading.

13.

No Acquisition Entity is an “investment company” or a person directly or indirectly controlled by or acting on behalf of an “investment company.”.

14.

Each Acquisition Entity was formed solely for the purpose of effecting the Transactions and has not engaged in any business activities or conducted any operations.

15.

None of the Acquisition Entities has taken that could reasonably be expected to prevent the Transactions from qualifying for the Intended tax Treatment.

16.

PubCo is a foreign private issuer as defined in Rule 405 under the Securities Act

17.

Covenants of the Parties

Baird Medical agreed to the following covenants, among others, in the Business Combination Agreement:

•

From the date of the Business Combination Agreement through the Closing, PubCo shall cause the PubCo Ordinary Shares and the PubCo Warrants to be approved for listing on the Nasdaq and accepted for clearance by the DTC.

•

Except as expressly permitted by the Business Combination Agreement or consented to by ExcelFin, from the date of the Business Combination Agreement through the earlier of the Closing (such period, the “Interim Period”), Tycoon and each of the Acquisition Entities shall operate its business in the Ordinary Course.

•

Except as expressly permitted by the Business Combination Agreement or consented to by ExcelFin none of the Target Companies or Acquisition Entities shall:

•

change, modify or amend the Governing Documents of any Target Company or any Acquisition Entity;

•

form or establish a Subsidiary;

•

make or declare any dividend or distribution;

•

split, subdivide, combine, reclassify, recapitalize or otherwise amend any terms of any equity securities of any of the Target Companies;

•

purchase, repurchase, redeem or otherwise acquire any issued and outstanding equity securities of any Target Company or any Acquisition Entity;

•

sell, assign, transfer, convey, lease or otherwise dispose of any material assets or properties of any Target Company or any Acquisition Entity having a value in excess of $1,000,000;

•

acquire any ownership interest in any real property;

•

acquire by merger or consolidation with, or merge or consolidate with, or purchase substantially all or a material portion of the equity or assets of any entity;

•

Except as otherwise required by applicable law or pursuant to existing Company Benefit Plans as in effect on the signing date, (A) grant any equity awards or severance, retention, change in control or termination or similar pay, (B) make any change in its key management structure, (C) terminate, adopt, enter into or materially amend any Company Benefit Plan, (D) increase the cash compensation or bonus opportunity of any senior executive officer or director by more than 10%, or (E) take any action to amend or waive any performance or vesting criteria;

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•

(A) make, change or revoke any material election in respect of Taxes or (B) change any annual Tax accounting period, adopt or change any material method of Tax accounting, settle any material Tax claim, audit or assessment, or surrender any right to claim a material Tax refund;

•

take, agree to take or fail to take any action that could reasonably be expected to prevent the Transactions from qualifying for the Intended Tax Treatment;

•

issue, sell, pledge, dispose of, grant or encumber any equity securities of any Acquisition Entity or Target Company;

•

enter into or effect a, complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization, merge or consolidate with any person or be acquired by any person, or file for bankruptcy;

•

waive, release, settle, compromise or otherwise resolve any action;

•

incur, assume or guarantee any Indebtedness, except for borrowed money, the principal amount of which does not exceed $1,000,000 in the aggregate;

•

enter into, renew or amend (A) any transaction or contract with a Target Company Related Person that would require disclosure of such transaction, (B) any contract between any Target Company or any Acquisition Entity and any broker, finder, investment banker or financial advisor or (C) any material contract;

•

limit the right of any Target Company to engage in any line of business or in any geographic area, to Develop, market or sell products or services, or to compete with any person;

•

(A) sell, transfer or license any Company Intellectual Property to any person or (B) abandon, withdraw, dispose of, permit to lapse or fail to preserve any Company Intellectual Property;

•

grant, create, assume or otherwise incur any Lien;

•

make any loans, advances or capital contributions to, or investments in, any other person;

•

amend or make any changes to the accounting policies, methods, principles or practices of any Target Company or Acquisition Entity;

•

enter into any business that is unrelated to the business of the Target Companies; or

•

take any action that is reasonably likely to prevent, delay or impede the consummation of the Transactions.

•

During the Interim Tycoon and each of the Acquisition Entities shall (i) comply with, and continue performing under, its Governing Documents and all Company Material Contracts to which it is a party and (ii) comply with all applicable laws.

•

Each of the Baird Medical Companies shall use its commercially reasonable efforts to assist in the preparation of any required applications to SAFE by holders of ExcelFin Securities who are PRC residents for the registration of their respective holdings of PubCo Ordinary Shares or PubCo Warrants.

•

Prior to the consummation of the Share Contribution, Baird Medical shall cause the PubCo Memorandum to be amended and restated in its entirety in substantially the form attached to the Business Combination Agreement as Exhibit J (the “Post-Closing PubCo Memorandum”). The Post-Closing PubCo Memorandum shall be the memorandum of association of PubCo until thereafter amended in accordance with the Cayman Companies Act and the Post-Closing PubCo Memorandum.

•

Prior to the consummation of the Share Contribution, Baird Medical shall cause the PubCo Articles to be amended and restated in its entirety in substantially the form attached to the Business Combination Agreement as Exhibit K.

•

PubCo shall take all such action within its power as may be necessary or appropriate such that, immediately following the Closing:

•

the PubCo Board shall consist of seven directors, of whom (i) one will be designated by ExcelFin, (ii) four will be designated by Baird Medical and (iii) two will be mutually agreed by ExcelFin and

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Baird Medical, and of which four must meet the standards of independence of companies subject to the rules and regulations of Nasdaq;

•

the officers of Tycoon shall be appointed as the officers of PubCo; and

•

Haimei Wu will serve as the Chairwoman of the PubCo Board.

•

The parties agree that all rights to exculpation, indemnification and advancement of expenses existing in favor of the current or former directors and officers of ExcelFin shall survive the Closing and continue in full force and effect in accordance with the terms of such agreements to the extent permitted by applicable law. For a period of six years after the Effective Time, PubCo shall cause the Governing Documents of PubCo and the Surviving Corporation to contain provisions no less favorable with respect to exculpation and indemnification of and advancement of expenses to ExcelFin D&O Indemnified parties than are set forth as of the date of the Business Combination Agreement in the ExcelFin Governing Documents, to the extent permitted by applicable law.

•

PubCo shall obtain and fully pay the premium for a “tail” insurance policy that provides coverage for up to a six-year period from the Closing Date, for the benefit of the directors and officers of PubCo, ExcelFin and Tycoon.

•

Each of the Baird Medical Parties hereby agrees that, while it is in possession of such material nonpublic information, it shall not purchase or sell any ExcelFin Securities, take any other action with respect to ExcelFin in violation of such laws or cause or encourage any third party to do any of the foregoing.

•

In the event any Key Baird Medical Shareholder fails to comply in any material respect with his, her or its obligations under the Baird Medical Shareholder Support Agreement, Baird Medical shall utilize the proxy granted to it by to act for such Key Baird Medical Shareholder.

•

As soon as reasonably practicable, Baird Medical shall deliver to ExcelFin true, correct and complete copies of (i) the PCAOB Financial Statements and (ii) pro forma financial statements in respect of Baird Medical and the Target Companies.

•

Within five business days of the date of the Business Combination Agreement, Baird Medical shall deliver to ExcelFin (a) the Baird Resolutions and (b) the Merger Sub Written Consents.

•

Immediately prior to the consummation of the Share Contribution, PubCo and Baird Medical shall enter into the Baird Medical Lock-Up Agreement.

•

Prior to the Share Contribution, PubCo shall approve (and Baird Medical as the sole shareholder of PubCo shall approve) and adopt an equity incentive plan in a form reasonably acceptable to ExcelFin with a total pool of awards equal to 10% PubCo Ordinary Shares to be outstanding (on a fully diluted basis) as of the Closing.

ExcelFin agreed to the following covenants, among others, in the Business Combination Agreement:

•

At the Closing, ExcelFin (i) shall cause any documents, opinions and notices required to be delivered to the Trustee pursuant to the Trust Agreement to be so delivered and (ii) shall use its reasonable best efforts to cause the Trustee to (A) pay all amounts payable to ExcelFin Stockholders pursuant to any ExcelFin Redemptions, and (B), disburse all remaining amounts then available in the Trust Account: (1) the payment of the ExcelFin Transaction Expenses and the repayment of any amounts owed to the Sponsor or its affiliates, the payment of the Baird Medical Transaction Expenses; and (2) the remainder to PubCo, for immediate use for working capital and general corporate purposes.

•

Until the Closing, ExcelFin shall use reasonable best efforts to ensure that the ExcelFin Stock, ExcelFin Public Warrants and ExcelFin Units remain listed on Nasdaq.

•

Except as expressly permitted by the Business Combination Agreement consented to by Baird Medical in writing, during the Interim Period, ExcelFin shall operate its business in the Ordinary Course.

•

During the Interim Period, except (w) as expressly permitted by the Business Combination Agreement as consented to by Baird Medical in writing, ExcelFin shall not:

•

change, modify or amend the Trust Agreement or the ExcelFin Governing Documents;

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•

form or establish a Subsidiary;

•

make or declare any dividend or distribution to the ExcelFin Stockholders;

•

split, combine, reclassify, recapitalize or otherwise amend any terms of any of its equity securities;

•

purchase, repurchase, redeem or otherwise acquire any of its issued and outstanding equity securities;

•

merge, consolidate or amalgamate with or into, or acquire any other person or business, or be acquired by any other person;

•

take or fail to take any action that could reasonably be expected to prevent the Transactions from qualifying for the Intended Tax Treatment;

•

enter into, renew or amend any transaction or contract (A) with an affiliate of ExcelFin, (B) with any ExcelFin Stockholder or (C) with any person in which the Sponsor has a direct or indirect legal, contractual or beneficial ownership interest of 5% or greater;

•

incur, assume or guarantee any Indebtedness;

•

make any material change in its accounting principles, policies, procedures or methods;

•

(A) issue or sell any shares of ExcelFin Stock or rights exercisable for or convertible into shares of ExcelFin Stock, or (B) grant any options, warrants or other equity-based awards with respect to ExcelFin Stock;

•

waive, release, settle, compromise or otherwise resolve any action, except where such waivers involve only the payment of monetary damages in an amount less than $250,000 in the aggregate;

•

(A) make any change in its key management structure (B) increase the cash compensation or bonus opportunity of any officer or director, or (C) take any action to amend or waive any performance or vesting criteria;

•

(A) hire any officer or director of ExcelFin, (B) grant any increase in the compensation of any officer or director of ExcelFin, (C) adopt any employee benefit plan for the benefit of any current or former officer or director, or (D) materially amend any existing agreement with any current or former officer or director;

•

make any loans or advances to any person, or make any change in its existing borrowing or lending arrangements for or on behalf of such persons; or

•

liquidate, dissolve, reorganize or otherwise wind-up its business and operations

•

During the Interim Period, ExcelFin shall comply (i) in all material respects with its Governing Documents and all ExcelFin Material Contracts and (ii) with all applicable laws.

•

During the Interim Period, ExcelFin will keep current and file all required SEC reports in accordance with the requirements of the Securities Act, the Exchange Act and the Sarbanes-Oxley Act.

Mutual Covenants

Each of the parties agreed to the following covenants, among others, in the Business Combination Agreement:

•

Each of the parties shall use their commercially reasonable efforts to cooperate in good faith with any governmental authority obtain any necessary regulatory approvals necessary to complete lawfully the Transactions and any and all action necessary to consummate the Transactions as contemplated hereby.

•

Each of the parties shall, (i) submit all notifications, reports, and other filings necessary to obtain the regulatory approvals; (ii) use commercially reasonable efforts to obtain any necessary clearance; and (iii) cooperate fully with each other in the defense of such matters.

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•

Each of ExcelFin and Baird Medical shall be responsible for and pay any and all filing fees payable to any governmental authorities that it incurs in connection with the Transactions.

Preparation of proxy statement/prospectus

As promptly as reasonably practicable after the execution of the Business Combination Agreement, Baird Medical, PubCo and ExcelFin shall prepare and PubCo shall file with the SEC, a proxy/registration statement on Form F-4 (the “proxy statement/prospectus”) relating to the meeting of the ExcelFin Stockholders (the “ExcelFin Stockholder Meeting”) (A) in connection with the registration under the Securities Act of the PubCo Ordinary Shares pursuant to the Business Combination Agreement, (B) to provide the Public Stockholders an opportunity to have their shares of ExcelFin Stock redeemed in a ExcelFin Redemption and (C) to solicit proxies from ExcelFin Stockholders for the approval and adoption of (1) the Business Combination Agreement, the Ancillary Agreements and the Transactions, (2) any other proposals as the SEC may indicate are necessary, (3) any other proposals as determined by ExcelFin, Baird Medical and PubCo to be necessary or appropriate in connection with the Transactions and (4) adjournment of the ExcelFin Stockholder Meeting, if necessary, to permit further solicitation of proxies in case there are not sufficient votes to approve and adopt any of the foregoing (such proposals in clauses (1) through (4), collectively, the “Transaction Proposals” and such proposals in clauses (1) and (3), the “Required Transaction Proposals”).

Each Baird Medical Company and ExcelFin shall furnish all information concerning such party as ExcelFin or Baird Medical may reasonably request in connection with such actions and the preparation of the proxy statement/prospectus. Prior to the effective date of the proxy statement/prospectus, Baird Medical, ExcelFin and PubCo shall take all action required under any applicable federal or state securities laws in connection with the issuance of PubCo Ordinary Shares pursuant to the Business Combination Agreement. As promptly as practicable after finalization and effectiveness of the proxy statement/prospectus, ExcelFin shall mail (or cause to be mailed) the proxy statement/prospectus to the ExcelFin Stockholders.

Baird Medical, on the one hand, and ExcelFin, on the other, shall each be responsible for and pay one-half of the cost for the preparation, filing and mailing of the proxy statement/prospectus and other related fees.

ExcelFin shall establish a record date for, duly call, give notice of, and convene and hold the ExcelFin Stockholder Meeting for the purpose of voting on the Transaction Proposals and obtaining the ExcelFin Stockholders’ Approval, providing ExcelFin Stockholders with the opportunity to elect to redeem their shares pursuant to a ExcelFin Redemption and such other matters as may be mutually agreed to by ExcelFin and Baird Medical. ExcelFin will use its reasonable best efforts to (A) solicit from the ExcelFin Stockholders proxies in favor of the adoption of the Business Combination Agreement and the Transaction Proposals and (B) obtain the vote or consent of the ExcelFin Stockholders required by and in compliance with all applicable law, Nasdaq rules (as applicable) and the ExcelFin Charter.

Board Recommendation

The proxy statement/prospectus shall include a statement to the effect that the Board has unanimously recommended that the ExcelFin Stockholders vote in favor of the Transaction Proposals at the ExcelFin Stockholder Meeting (such statement, the “Board Recommendation”). None of the Board, the Baird Medical Board, the PubCo Board, the Merger Sub 1 Board, the Merger Sub 2 Board or the Company Board, nor any committee thereof, shall withhold, withdraw, qualify, amend or modify or publicly propose or resolve to withhold, withdraw, qualify, amend or modify, the recommendation of such governing body in favor of the approval of the Business Combination Agreement or the Transactions.

Notwithstanding anything to the contrary in the Business Combination Agreement, at any time prior to obtaining the ExcelFin Stockholders’ Approval, solely in response to an Intervening Event, the Board, acting on the recommendation of a majority of the members of the Board, may make a ExcelFin Modification in Recommendation (an “Intervening Event Recommendation Change”) if it determines in good faith, after consultation with its outside legal counsel, that failure to do so would constitute a breach of the Board’s fiduciary duties to the ExcelFin Stockholders under applicable law; provided, however, that the Board shall not be entitled to make, or agree to resolve to make, any Intervening Event Recommendation Change unless (i) ExcelFin provides written notice (“Intervening Event Notice”) to Baird Medical advising it that the Board is proposing to make an Intervening Event Recommendation Change at least five business days in advance

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thereof (including the material facts and information constituting the basis for such determination) and that the failure to make an Intervening Event Recommendation Change would constitute a breach of the Board’s fiduciary duties to the ExcelFin Stockholders under applicable law, (ii) during such five business day period, ExcelFin and its representatives shall have negotiated in good faith with Baird Medical and its representatives regarding any changes or modifications proposed by Baird Medical to the Business Combination Agreement as would enable the Board to proceed with the Board Recommendation and not make such Intervening Event Recommendation Change and (iii) ExcelFin may make an Intervening Event Recommendation Change only if Board, after considering in good faith any changes or modifications to the terms and conditions of the Business Combination Agreement proposed by Baird Medical during such five business day period (or applicable period), continues to determine in good faith, and reaffirms in writing to Baird Medical on the fifth business day immediately following the day on which it delivered the Intervening Event Notice, that failure to make such Intervening Event Recommendation Change would constitute a breach of the Board’s fiduciary duties to the ExcelFin Stockholders under applicable law.

If ExcelFin or any of its affiliates or representatives receives any inquiry or proposal with respect to any Alternative Transaction, then ExcelFin shall (i) promptly notify Baird Medical in writing, which notice shall include the material terms and conditions of such inquiry or proposal in reasonable detail, and (ii) keep Baird Medical reasonably informed on a current basis of, and in any case, promptly upon receipt of any of the foregoing, including any material modifications to such offer or information. If any Baird Medical Company or any of their respective affiliates or representatives receives any inquiry or proposal with respect to any Alternative Transaction, then Baird Medical shall (i) promptly notify ExcelFin in writing, which notice shall include the material terms and conditions of such inquiry or proposal in reasonable detail, and (ii) keep ExcelFin reasonably informed on a current basis of, and in any case, promptly upon receipt of any of the foregoing, including any material modifications to such offer or information.

Other Covenants

Baird Medical and ExcelFin shall, (a) use reasonable best efforts to obtain all material Approvals that any Baird Medical Company or ExcelFin, as applicable, are required to obtain in order to consummate the Transactions, and (b) take or cause such other action as may be reasonably necessary or as the other may reasonably request to satisfy the conditions to Closing.

None of ExcelFin, the Surviving Corporation or any of the Baird Medical Companies shall take any action, or fail to take any action, which would cause the Transactions to fail to qualify for the Intended Tax Treatment. Each of the parties agrees to promptly notify the other parties of any challenge to the Intended Tax Treatment by any governmental authority. Each of the parties agrees to file all Tax Returns and other informational returns on a basis consistent with the Intended Tax Treatment.

If any holder of PubCo Ordinary Shares or PubCo Warrants immediately after the Closing provides notice to PubCo that it is a “five percent transferee shareholder” as a result of the Transactions and intends to enter into a “gain recognition agreement”, PubCo agrees to use its commercially reasonable efforts to cooperate with such PubCo Securityholder to (i) furnish to such PubCo Securityholder such information as is it reasonably requests in connection with such PubCo Securityholder’s preparation of a gain recognition agreement and (ii) provide such PubCo Securityholder with written notice as promptly as reasonably practicable upon becoming aware that PubCo has entered into a transaction that would reasonably be expected to constitute a “triggering event” as described in Treasury Regulations Section 1.367(a)-(8)(j).

All transfer, documentary, sales, use, real property, stamp, stamp duty reserve tax, registration, value added or other similar Taxes incurred in connection with the Business Combination Agreement shall be borne by PubCo.

Baird Medical and PubCo shall promptly advise ExcelFin, and ExcelFin shall promptly advise Baird Medical and PubCo, as the case may be, in writing of any action commenced against such party by any Baird Medical shareholder or ExcelFin Stockholder relating to the Business Combination Agreement or the Transactions and such party shall keep the other parties reasonably informed regarding any such Stockholder Litigation.

During the Interim Period, none of the parties shall, and each of them shall cause their respective representatives and affiliates to not, except to the extent necessary to consummate the potential PIPE

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Investment, (i) initiate any negotiations with any person with respect to, or provide any non-public information or data concerning any of the parties or their respective Subsidiaries, to any person relating to an Alternative Transaction, (ii) enter into any agreement relating to an Alternative Transaction, (iii) grant any waiver, amendment or release under any confidentiality agreement or the anti-takeover laws of any state relating to an Alternative Transaction, or (iv) otherwise knowingly facilitate any such inquiries.

During the Interim Period, each of ExcelFin and the Baird Medical Parties shall (a) afford to each of the other parties and its representatives reasonable access to all of its respective assets, properties, facilities, books, contracts, Tax Returns, records and personnel, and shall furnish such representatives with all financial and operating data as such representatives may reasonably request, and (b) cooperate with each other party and its representatives regarding all due diligence matters, including document requests.

Extension of the Outside Date

If the Transactions are not consummated by the initial Outside Date under the Business Combination Agreement, September 30, 2024 (such date, the “ExcelFin Business Combination Deadline”), then ExcelFin shall use its, and shall cause its affiliates to use their, reasonable best efforts to obtain the approval of the ExcelFin Stockholders to approve an extension of the ExcelFin Business Combination Deadline to a date that is mutually agreed between ExcelFin and Baird Medical and reasonably necessary to consummate the Transactions (which date shall not be later than September 30, 2024) (an “Extension” and such date, the “Maximum Extension Date”). In connection with any Extension, PubCo shall be responsible for the amount of any extension payments to be made by ExcelFin into the Trust Account for the duration of such Extension, and all other fees and expenses incurred or payable in connection with any such Extension shall be borne by ExcelFin. ExcelFin shall take, and shall cause its affiliates to take, such actions as may be reasonably necessary to effectuate any such Extension, including holding one or more special meetings of the ExcelFin Stockholders, including all necessary adjournments or postponements thereof, to approve one or more amendments to the ExcelFin Charter to so extend the ExcelFin Business Combination Deadline. Notwithstanding anything to the contrary in the Business Combination Agreement, ExcelFin shall not be obligated to extend the Business Combination Deadline beyond the Maximum Extension Date. The later of (a) September 30, 2024 and (b) the date to which the ExcelFin Business Combination Date is extended is referred to as the “Outside Date.”

Survival and Indemnification

None of the representations and warranties of the parties to the Business Combination Agreement will survive the Closing, and no claim for indemnification may be made with respect thereto.

None of the covenants and agreements of the parties contained in the Business Combination Agreement will survive the Closing, except that those covenants and agreements that by their terms apply or are contemplated to be performed in whole or in part after the Closing will survive the Closing and continue until fully performed in accordance with their terms.

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 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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•

The PIPE Investment, if any, shall have been consummated. As of the date of this proxy statement/prospectus, no PIPE Investors have committed to fund any PIPE Investment.

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 covenants and obligations of each of Baird Medical, Baird Medical, Tycoon, Merger Sub 1, Merger Sub 2 and Newco 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.

•

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.

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 September 30, 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;

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(d) by written notice from Baird Medical to ExcelFin within 10 business days after there has been a ExcelFin Modification in Recommendation;

(f) by written notice from ExcelFin to Baird Medical if either the Baird Resolutions or the Merger Sub Written Consents 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);

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. 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 ExcelFin because the Outside Date was reached (unless a breach by ExcelFin or Sponsor (in the case of the Sponsor Support Agreement) was the proximate cause of the failure of the Closing to occur on or before the Outside Date), then 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.

Trust Account Waiver and Releases

Baird Medical, PubCo, Merger Sub 1, Merger Sub 2, Newco and Tycoon have agreed that they and their affiliates will not have any right, title, interest or claim of any kind in or to any monies in ExcelFin’s Trust Account held for its public stockholders, and have agreed not to, and waived any right to, make any claim against the Trust Account (including any distributions therefrom directly or indirectly to ExcelFin’s public stockholders).

Governing Law

The Business Combination Agreement is governed by Delaware law, provided, that the fiduciary duties of the Baird Medical Board shall be governed by the laws of the Cayman Islands. The Court of Chancery of the State of Delaware (or, to the extent such court does not have subject matter jurisdiction, the Complex Commercial Litigation Division of the Delaware Superior Court, New Castle County), or, if it has or can acquire jurisdiction, the United States District Court for the District of Delaware will have exclusive jurisdiction.

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

•

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.

•

Lock-Up Agreement

At Closing, Baird Medical and PubCo will enter into the 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

•

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(i)

one year after the completion of ExcelFin’s initial Business Combination and

(ii)

subsequent to ExcelFin’s Business Combination,

(x)

(y)

Registration Rights Agreement

Baird Medical Shareholder Support Agreement

•

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 First Merger, the Second Merger or any other Transactions is sought, or at any adjournment thereof, it will vote in favor of such proposals and vote against any competing proposals;

•

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

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•

Revoked any inconsistent proxies previously given in respect of the Baird Medical Shares.

Warrant Assignment, Assumption and Amendment Agreement

At the Closing, ExcelFin, PubCo and Equiniti 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 of the ExcelFin Private Placement Warrants and the termination of the ExcelFin Private Placement Warrant Agreement.

Background of the Business Combination

The terms of the Business Combination are the result of negotiations between the representatives of ExcelFin and Baird Medical. The following is a brief description of the background of these negotiations and the resulting Business Combination. The following chronology does not purport to catalogue every conversation among the parties to the Business Combination Agreement or their representatives.

ExcelFin is a blank check company incorporated in Delaware on March 15, 2021 for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. The registration statement for ExcelFin’s IPO was declared effective by the SEC on October 20, 2021. On October 25, 2021, ExcelFin consummated its IPO of 23,000,000 ExcelFin Units at a price of $10.00 per Unit, which included the full exercise of the underwriters’ over-allotment option of 3,000,000 ExcelFin Units, with each ExcelFin Unit consisting of one share of ExcelFin Class A Common Stock and one-half of one ExcelFin Public Warrant, with each whole ExcelFin Public Warrant exercisable for one share of ExcelFin Class A Common Stock at a price of $11.50 per share, generating gross proceeds of $230,000,000. Simultaneously with the closing of the IPO, ExcelFin consummated the sale of 11,700,000 warrants to the Sponsor at a purchase price of $1.00 per Warrant in a private placement, generating gross proceeds of $11,700,000. Upon the closing of the IPO, $234,600,000 of the net proceeds from the sale of the ExcelFin Units in the IPO and the sale of the Private Placement Warrants to the Sponsor was placed in the Trust Account. As discussed below, in connection with the ExcelFin stockholder votes on April 13, 2023 October 20, 2023, April 25, 2024 and July 25, 2024, the holders of 22,166,014 shares of ExcelFin Class A Common Stock (representing 96.4% of the shares of Class A Common Stock then outstanding) properly exercised their rights to redeem their shares for cash, thereby reducing the size of the Trust Account to approximately $9 million.

Prior to the consummation of its IPO, neither ExcelFin, nor anyone acting on its behalf, engaged in any substantive discussions, directly or indirectly, with any potential business combination target (each, a “Potential Target”) with respect to an initial business combination with ExcelFin.

Promptly following the consummation of the IPO, ExcelFin commenced consideration of Potential Targets with the objective of consummating an initial business combination. As disclosed in its IPO prospectus, ExcelFin’s search was initially focused on domestic companies in the financial technology, or FinTech industry. As discussed below, the Board later determined that it was in the best interest of ExcelFin to broaden its search both globally and industry-wise, as well as to reduce the optimal valuation size of the target. ExcelFin sought out Potential Targets based on internal research and through the networks of relationships of ExcelFin’s management, the Board, the Sponsor and its affiliates, Fin VC and Grand Fortune Capital.

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ExcelFin also worked with professional service providers (including lawyers, accountants, consultants and investment bankers) and responded to inquiries from investment bankers and other professional service providers who represented companies engaged in a sale or financing process. On a regular basis, representatives of ExcelFin management updated the Board with respect to the status of the Potential Target search. Input received from the Board was material to management’s evaluation of the Potential Targets.

ExcelFin and its representatives reviewed opportunities on a rolling basis, performing initial assessments of each Potential Target’s revenue, profitability, margins, working capital needs, market size, business model and scalability, and management experience. Of the 70 Potential Targets identified (including Baird Medical), ExcelFin attended an introduction call with 17 Potential Targets and entered into confidentiality agreements with 14 Potential Targets. ExcelFin and its advisors conducted due diligence on Potential Targets to varying degrees (including holding discussions with such businesses’ management and reviewing business models, the competitive landscape, and certain financials, in each case, to the extent available). Following such reviews and discussions, and at various points in time, ExcelFin discontinued its review of certain Potential Targets for one or various reasons, including size of the business, growth prospects, end market trends, history and strength of revenue, profitability and earnings, strength of management, and public market readiness, including the state of the Potential Target’s financial systems or controls.

During this search process, ExcelFin entered into deeper substantive discussions with Baird Medical and five other Potential Targets. The first three Potential Targets were companies in the FinTech and mortgage industries (the “Fintech Companies”). However, deterioration of the FinTech and mortgage industries in 2022 prompted ExcelFin to cease discussions with the Fintech Companies in the fourth quarter of 2022, and in the first quarter of 2023 the Board determined it was in the best interest of ExcelFin to expand its search criteria to other industries and to companies outside the United States with a focus on profitability and public market readiness. Other Potential Targets that merited serious consideration included a company in the technology and paper industry (“Company A”) and a company in the technology and medical devices industry (“Company B”) (and together with the Fintech Companies and Company A, the “Other Potential Targets”). Following initial discussions in January 2023, Company A informed ExcelFin that it was not interested in pursuing a business combination.

ExcelFin entered into non-disclosure agreements with each of the Other Potential Targets and Baird Medical. Representatives of ExcelFin met with members of management teams of Baird Medical and each of the Other Potential Targets and/or their financial advisors, which meetings included formal management presentations. ExcelFin’s management determined that Baird Medical and one of the Other Potential Targets, Company B, were worth evaluating further.

From February to June 2023, ExcelFin engaged in varying levels of additional due diligence, evaluation, analysis and discussions with Baird Medical and Company B. This additional due diligence, evaluation and analysis included review of materials in virtual data rooms, participation in presentations and discussions with representatives of the management of Potential Targets, review and analysis of market research in the relevant industries, review and analysis of certain financial and operating information of the Potential Targets and evaluation of other financial metrics and analyses to better understand the relevant valuations and potential growth opportunities.

With respect to Company B, on March 1, 2023, Mr. Gong of Golden Vision Capital (“GVC”), an affiliate of the Sponsor, introduced representatives of ExcelFin with Company B. On March 5, 2023, ExcelFin executed a non-disclosure agreement with Company B. Between March 5, 2023 and May 6, 2023, representatives of ExcelFin’s management continued discussions with the management team of Company B. Representatives of ExcelFin’s management received a management presentation for Company B on March 6, 2023, and financial projections for Company B on March 13, 2023. On April 7, 2023, after discussion with the Board, ExcelFin entered into a letter of intent (“LOI”) with Company B. Under such LOI, Company B was subject to a binding 30-day exclusivity period, however exclusivity did not apply to ExcelFin and ExcelFin was therefore able to continue pursuing alternatives. On April 18, 2023, representatives of ExcelFin and Company B, together with their respective advisors, hosted virtual kick-off meetings to organize the overall business combination process and introduce members of their respective teams and advisors. On April 20, 2023, representatives of ExcelFin’s management received access to a virtual data room that contained financial, operational, and legal diligence materials regarding Company B as well as a financial package prepared by Company B’s advisors. On May 5, 2023, Company B approached ExcelFin with a request for different terms

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than what had been agreed in the LOI executed by the parties, including a higher minimum private placement requirement, a higher sponsor committed investment, and a cancellation of certain founder shares held by the Sponsor. After discussion with ExcelFin’s business and financial advisors and the Board, ExcelFin and Company B mutually agreed on May 6, 2023 that a business combination between the parties was not in the best interest of either party, and ExcelFin and Company B agreed to terminate their LOI.

Concurrent with the negotiations with Company B, ExcelFin was also negotiating a potential combination with Baird Medical. ExcelFin’s evaluation of and discussions with Baird Medical began in February 2023 and continued through the signing of the Business Combination Agreement on June 26, 2023. ExcelFin was first introduced to Baird Medical by Mr. Jidong Duan, the Vice Chairman of the China Pharmaceutical Enterprise Management Association. Mr. Jidong and Brian Sun, Executive VP of ExcelFin, have known each other professionally since 2015 when Mr. Sun was an advisory banker focused on healthcare cross border M&A and investments. Mr. Jidong also knew the founders of Baird Medical through their involvement with the China Pharmaceutical Enterprise Management Association. When ExcelFin decided to expand its focus beyond the FinTech industry in the first quarter of 2023, ExcelFin reached out to their network of professional contacts to see if they knew of any companies that would be public company ready and possibly want to list in the United States. On January 28, 2023, Mr. Jidong recommended Brian Sun meet with Baird Medical and Mr. Jidong facilitated an introduction between Brian Sun and Haimei Wu of Baird Medical on February 11, 2023.

On February 12, 2023, ExcelFin requested information from Baird Medical following its preliminary online research and due diligence.

On February 14, 2023, Brian Sun of ExcelFin and Haimei Wu of Baird Medical began discussions regarding a potential business combination, and ExcelFin executed a non-disclosure agreement with Baird Medical on February 16, 2023.

On February 19, 2023, representatives from ExcelFin, including Brian Sun, Joseph Douglas Ragan III, Max Moskovitz, and Ken Wu, and UBS Securities, which had provided preliminary assistance to ExcelFin in connection with its review of targets, had a call with Chris Ng, the CFO of Baird Medical, to discuss Baird Medical’s historical financials and projections. On the same day, ExcelFin received a management presentation regarding Baird Medical.

On February 21, 2023, ExcelFin received access to a virtual data room that contained financial, operational, and legal diligence materials regarding Baird Medical. On the same day, ExcelFin also shared its internal analysis with UBS Securities and representatives of ExcelFin, including Brian Sun, Joseph Douglas Ragan III, Max Moskovitz, Ken Wu, Luke Kornack, and Ren Riley, had a follow-up call with UBS Securities to discuss the financial model. Included in the virtual data room, Baird Medical provided a financial model showing 2019-2022 historical financials and projected revenue for 2023, 2024 and 2025 of RMB 262 million, RMB 361 million and RMB499 million, respectively, and projected net income for each of 2023, 2024 and 2025 as RMB 137 million, RMB 189 million and RMB 293 million, respectively. Both parties agreed to use these projections as the basis for the valuation discussion for the LOI, subject to satisfactory confirmatory due diligence.

On February 23, 2023, ExcelFin engaged Cohen as a financial and capital markets advisor with respect to the Business Combination.

On February 25, 2023, ExcelFin sent a draft LOI to Baird Medical in respect of a potential business combination. The terms of the draft LOI included, among other things, an initial proposal of a pre-transaction equity value of Baird Medical of $174 million (a pro forma enterprise value of $268 million), a $50 million private placement to close simultaneously with the consummation of the business combination, a six-month lock-up on shares of the post-closing combined company held by Baird Medical stockholders, a lock-up on shares of the post-closing combined company held by the Sponsor until the earlier of 12 months after closing and the date on which the post-closing combined company’s stock reaches a $15.00 per share price level, and Baird Medical being subject to a binding 30-day exclusivity period. The initial proposal of a pre-transaction equity value of Baird Medical of $174 million (pro forma enterprise value of $268 million) was consistent with ExcelFin management’s evaluation and limited due diligence of Baird Medical’s business as of the date the draft LOI was delivered, which was solely based on publicly available information, including Baird Medical’s

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pro forma enterprise valuation range of $285 million to $351 million (using an assumed foreign exchange rate of $/HKD of 7.84) set forth in the prospectus for its proposed Hong Kong IPO. ExcelFin discounted the Hong Kong IPO valuation because Baird Medical’s proposed Hong Kong IPO was not consummated. The draft LOI also contemplated the post-closing combined company having a nine member board of directors, with the Sponsor having the right to nominate one director and Baird Medical stockholders having the right to nominate a number of directors proportionate to their ownership of the post-closing combined company.

Between February 25, 2023 and April 3, 2023, representatives of ExcelFin, including Brian Sun and Joseph Douglas Ragan III, and Haimei Wu of Baird Medical, negotiated the terms of the LOI. The key terms that were negotiated during this period included the valuation to be ascribed to Baird Medical in the potential business combination and the methodology and assumptions for calculating such valuation, the size of a potential private placement, and certain post-closing governance rights of the Sponsor and the Baird Medical stockholders. On valuation, Baird Medical did not agree with ExcelFin’s initially proposed equity value of $174 million (pro forma enterprise value of $268 million) and expressed that Baird Medical would only agree to a valuation at least as high as the valuation set forth in the Hong Kong IPO prospectus. After further discussions with Baird Medical, the lifting of COVID restrictions in China, diligence confirming the potential for revenue growth and Baird Medical’s profitability, and the potential expansion of the use of Baird Medical’s products outside of China, ExcelFin increased its proposed pre-transaction equity value to $280 million (pro forma enterprise value of $350 million) on April 3, 2023. With respect to the size of the potential private placement, ExcelFin had originally proposed $50 million, and Baird Medical expressed the desire for a larger private placement commitment. However, due to the challenges in the private placement market, both parties came to an agreement on a $50 million target for a private placement. Additionally, to reduce potential dilution and better align the Sponsor’s interests with those of ExcelFin’s public stockholders and Baird Medical’s stockholders, ExcelFin agreed that 30% of the founder shares held by the Sponsor would vest at a $12.50 per share price level or would be subject to forfeiture if such price level was not achieved within five years following the closing. In an effort to enhance the governance structure of the combined company, the parties also agreed to reduce the size of the post-closing combined company board of directors from nine to seven members, with the Sponsor having the right to nominate one director and Baird Medical stockholders having the right to nominate a number of directors proportionate to their ownership of the post-closing combined company. Over this time, ExcelFin was advised by Allen Overy Shearman Sterling US LLP (“A&O Shearman”) (acting as legal counsel to ExcelFin) and Cohen and EXOS (acting as financial advisors and capital markets advisors to ExcelFin). For information regarding Cohen and EXOS’ engagement and role, please see “Certain Engagements in Connection with the Business Combination and Related Transactions.”

On March 21, 2023, the Board and management met with representatives from A&O Shearman to discuss seeking a six-month extension of ExcelFin’s time period to consummate a business combination which was expiring on April 25, 2023, and in connection therewith, and entering into non-redemption agreements with certain stockholders to ensure the Trust Account balance would allow ExcelFin to continue to meet the continued listing requirements of Nasdaq. At the meeting, the Board approved seeking the extension, as well as entering into non-redemption agreements with certain stockholders. On March 24, ExcelFin filed the definitive proxy statement with the SEC.

On April 2 and April 3, 2023, Haimei Wu of Baird Medical, representatives of ExcelFin, including Brian Sun, Joseph Douglas Ragan III, Max Moskovitz, and Ken Wu, and A&O Shearman participated in multiple conference calls and exchanged several drafts of the LOI, which reflected the ongoing discussions and negotiations of the parties with respect to key terms of the potential business combination, including the valuation to be ascribed to Baird Medical in the potential business combination. ExcelFin’s management conducted further due diligence on Baird Medical’s business and business plan in the weeks following the delivery of its initial draft LOI. As a result, ExcelFin’s management further refined its assumptions in calculating a pre-transaction equity value of Baird Medical of $250 million to reflect a more fulsome understanding of Baird Medical’s financial results and the projections provided by Baird Medical’s management. Specifically, ExcelFin’s refined pre-transaction equity value was based on (i) its analysis of the net profit to be generated by the business for 2023 as projected by Baird Medical’s management, (ii) an analysis of comparable company transactions in the industries in which Baird Medical operates and (iii) Baird Medical’s business plan.

On April 3, 2023, after discussion with the Board, ExcelFin entered into an LOI with Baird Medical (the “Baird Medical LOI”). The terms of the Baird Medical LOI included, among other things, a pre-transaction

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equity value of Baird Medical of $280 million (pro forma enterprise value of $350 million), a $50 million private placement to close simultaneously with the consummation of the business combination, including a $15 million investment made by GVC to purchase certain preferred shares of Betters Medical Investment Holdings Limited held by the Bank of China International, a six-month lock-up on shares of the post-closing combined company held by Baird Medical stockholders, a lock-up on shares of the post-closing combined company held by the Sponsor until the earlier of 12 months after closing and the date on which the post- closing combined company’s stock reaches a $15.00 per share price level, and that the post-closing combined company would have a seven member board of directors, with the Sponsor having the right to nominate one director and Baird Medical stockholders having the right to nominate a number of directors proportionate to their ownership of the post-closing combined company. The Baird Medical LOI provided for a $50 million minimum cash condition (after deducting all transaction expenses) and that 30% of the founder shares held by the Sponsor would vest at a $12.50 per share price level or would be subject to forfeiture if such price level was not achieved within five years following the closing. Under the Baird Medical LOI, Baird Medical was subject to a binding 30-day exclusivity period, however, as with Company B, the exclusivity only bound Baird Medical and not ExcelFin.

Following the entry into the Baird Medical LOI, on April 10, 2023, ExcelFin held a call with Chris Ng, the CFO of Baird Medical, to review the financial package consisting of Baird Medical 2019-2022 historical financials and projected revenue and net income for 2023, 2024 and 2025 with ExcelFin’s financial advisors, including UBS, EXOS and Cohen. The financial information reviewed on this call was the same as the financial information provided by Baird Medical in the virtual data room on February 21, 2023. On that same day, representatives from ExcelFin and Baird Medical, together with their respective financial and legal advisors, hosted a virtual kick-off meeting to organize the overall business combination process and introduce members of their respective teams and advisors.

At a special meeting on April 13, 2023, ExcelFin stockholders approved the extension of ExcelFin’s deadline to consummate an initial business combination to October 25, 2023. In connection with the vote to approve the extension, the holders of 18,211,208 shares of ExcelFin Class A Common Stock of ExcelFin properly exercised their rights to redeem their shares for cash, thereby reducing the balance of the Trust Account to approximately $50.6 million.

Beginning April 18, 2023, A&O Shearman submitted to Baird Medical’s advisors a detailed due diligence request list addressing various topics related to Baird Medical, including legal, financial, accounting and operational matters.

On April 25, 2023, representatives from ExcelFin, including Brian Sun and Max Moskovitz, representatives from Baird Medical, including Haimei Wu, attended separate meetings with representatives from Cohen and EXOS at their respective offices in New York. Baird Medical delivered a presentation regarding the microwave ablation procedure and market outlook, followed by questions from the financial advisors.

On April 26, 2023, representatives from ExcelFin, including Brian Sun and Max Moskovitz, and representatives from Baird Medical, including Haimei Wu and Yang Wang, met to discuss the potential size of a private placement with ExcelFin seeking a lower the minimum cash condition to permit a smaller potential private placement given the challenges of the capital markets.

Between April 30, 2023 and May 9, 2023, ExcelFin’s business and legal advisors reviewed documents and materials uploaded to the Baird Medical virtual data room and additional follow-up requests were submitted by ExcelFin’s advisors to Baird Medical on a rolling basis.

On May 5, 2023, ExcelFin and Baird Medical executed an amendment to the Baird Medical LOI (the “LOI Amendment”). The LOI Amendment provided for, among other things, a reduced minimum private placement of $15 million, the agreement that ExcelFin, GVC or one of its affiliates would purchase certain preferred shares of Betters Medical Investment Holdings Limited held by the Bank of China International for $10 million, and the inclusion of a provision in the Business Combination Agreement providing a breakup fee payable to ExcelFin 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, which was requested by ExcelFin in exchange for their

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agreement to purchase the preferred shares. Pursuant to the LOI Amendment, such break-up fee would be payable to ExcelFin in the event of the termination of the Business Combination Agreement by Baird Medical for any reason, other than (i) a material breach by ExcelFin or the Sponsor of the Business Combination Agreement, (ii) the failure to obtain any required regulatory approvals for the business combination or causes not within the control of Baird Medical or within the control of another party to the Business Combination Agreement.

On May 6, 2023, ExcelFin informed A&O Shearman and Cohen and EXOS that the LOI with Company B had been terminated and that ExcelFin would be continuing negotiations only with Baird Medical.

On May 7, 2023, representatives from ExcelFin, including Brian Sun, Joseph Douglas Ragan III, Max Moskovitz and Ken Wu, held a virtual meeting with representatives from Baird Medical, including Haimei Wu and Chris Ng, as well as representatives from A&O Shearman and Dechert LLP (“Dechert”), acting as legal counsel to Baird Medical, for a high-level discussion of the Business Combination Agreement.

On May 8, 2023, ExcelFin engaged Grant Thornton LLP (“Grant Thornton”) to provide financial, tax and accounting diligence services to ExcelFin in connection with its initial business combination. Grant Thornton’s services included review and analysis of Baird Medical’s historical financial data for 2021 and 2022 and the four months ended April 30, 2023, as well as tax filings and Baird Medical’s accounting and finance systems. Grant Thornton also conducted in-person interviews with Baird Medical’s Chairwoman, CEO, sales director and Suzhou production manager, and video interviews with representatives from two selected delivers. Grant Thornton was not asked or engaged and did not prepare any report, opinion or appraisal relating to the consideration or the fairness of the consideration to be offered in the Business Combination.

Following the execution of the LOI Amendment through the execution of the Business Combination Agreement, representatives of ExcelFin, Baird Medical, Cohen, EXOS, A&O Shearman and Dechert participated in weekly video calls with respect to the proposed Business Combination. The main topics of discussion included updates on the transaction timeline and process, the structure of the proposed Business Combination, the status and timing of a potential private placement, the Baird Medical audit process, the Business Combination Agreement and related documentation.

On May 10, 2023, ExcelFin engaged JunHe LLP (“JunHe”) as its local PRC counsel and to assist with conducting legal due diligence on Baird Medical.

On May 10, 2023, representatives from ExcelFin, including Brian Sun, Joseph Douglas Ragan III, Max Moskovitz and Ken Wu, and representatives of A&O Shearman, Cohen and EXOS had an initial discussion regarding the potential terms of the Business Combination Agreement, an initial draft of which was being prepared by Baird Medical and its advisors.

On May 11, 2023, representatives from ExcelFin, including Brian Sun and Max Moskovitz, and representatives from Cohen met at the financial advisors’ office in New York to discuss the investor presentation and financial model.

On May 13, 2023, representatives from ExcelFin, including Joseph Douglas Ragan III, Brian Sun, Max Moskovitz and Ken Wu, and representatives from Cohen and UBS Securities discussed the process and expected timing of consummation of the proposed Business Combination in further detail. On the same day, Cohen and EXOS also began working with ExcelFin on an investor presentation for the proposed Business Combination.

On May 15, 2023, Dechert proposed to A&O Shearman several transaction structures based on publicly available, completed de-SPAC transactions including, among others, structures in which the target formed a merger subsidiary, which merged with and into the special purpose acquisition company resulting in the special purpose acquisition company becoming a wholly-owned subsidiary of the target. A&O Shearman reviewed and discussed the precedent transaction structures with ExcelFin.

On May 17, 2023, representatives from ExcelFin, including Brian Sun, Joseph Douglas Ragan III and Max Moskovitz, Ken Wu, Baird Medical, including Haimei Wu and Chris Ng, A&O Shearman, Dechert. Cohen and EXOS had a call to discuss the transaction structures shared by Dechert on May 15, 2023 and the potential tax consequences resulting to ExcelFin and Baird Medical stockholders.

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On May 19, 2023, A&O Shearman and ExcelFin delivered to Dechert two proposed alternative transaction structures to those proposed by Dechert on May 15, 2023. The alternative transaction structures included a double-dummy structure and a subsidiary initial public offering structure. The double-dummy structure contemplated ExcelFin and Baird Medical combining under a newly formed holding company that would become the publicly traded entity post-closing. The parties discussed all of the proposed transaction structures and ultimately agreed on the subsidiary initial public offering proposed by A&O Shearman, which ExcelFin and Baird Medical believed would minimize the risk of adverse tax consequences resulting to ExcelFin and Baird Medical stockholders. The agreed transaction structure is the transaction structure depicted in this registration statement and the Business Combination Agreement entered into by ExcelFin and Baird Medical.

On May 20, 2023, Dechert delivered to A&O Shearman an initial draft of the Business Combination Agreement. A&O Shearman promptly began its review of the draft Business Combination Agreement and prepared an issues list regarding the Business Combination Agreement and slides related to the transaction structure, both of which were shared with ExcelFin, Cohen and EXOS on May 23, 2023.

On May 22, 2023, ExcelFin engaged Beijing Strategy and Action Management Consulting co., Ltd. (“S&A Consulting”) to provide commercial due diligence services. S&A Consulting met with several surgeons and doctors who lead the endocrinology departments at top ranking hospitals in Guangdong and Shanghai, who have used products from Baird Medical to perform microwave ablations surgeries for benign thyroid nodules as well as distributors and deliverers, and members of the Baird Medical team including members of the sales force, manufacturing team and the administrative team. Based on their experience and due diligence, S&A Consulting provided their views on the MWA market size and growth potential, the competition landscape and Baird Medical’s industry position and value proposition. S&A Consulting was not asked or engaged and did not prepare any report, opinion or appraisal relating to the consideration or the fairness of the consideration to be offered in the Business Combination.

On May 30, 2023, JunHe shared an initial legal due diligence report with ExcelFin and A&O Shearman.

Also on May 30, 2023, A&O Shearman circulated a revised draft of the Business Combination Agreement to Dechert, ExcelFin, Baird Medical, Cohen and EXOS. Over the following several weeks, representatives from ExcelFin, Baird Medical, and their respective advisors and representatives engaged in numerous conference calls and virtual meetings to, among other things, discuss important structural elements of the proposed Business Combination and negotiate the Business Combination Agreement and the Ancillary Agreements, which included finalizing the drafting of (i) the calculation of the consideration payable to the Baird Medical stockholders in connection with the proposed Business Combination as a function of the pre-transaction equity value of Baird Medical; (ii) the mechanics of a potential private placement; (iii) the alignment of the minimum cash condition with the proposed size of a private placement; (iv) the triggering events for the breakup fee payable to ExcelFin, including whether payment of the break-up fee would be triggered by termination of the Business Combination Agreement by ExcelFin under certain circumstances; (v) the terms of the lock-up restrictions and the vesting conditions on the Sponsor’s founder shares and the inclusion of customary exceptions; (vi) the representations and warranties, pre-closing covenants and termination rights of the parties; and (vii) the conditions to closing. A key material change in the revised Business Combination Agreement from the draft as of May 20, 2023 was the agreement by the Sponsor to surrender its private placement warrants which Baird Medical had requested due to concerns regarding the dilutive effective of the private placement warrants.

From May 30, 2023 to June 18, 2023, ExcelFin and Baird Medical worked collaboratively to refine the assumptions and analyses for the projections for 2023 and 2024, which exercise consummated in the projections that are included in this proxy statement/prospectus in the section titled “Certain Unaudited Baird Medical Prospective Financial Information”. Such projections were the only projections considered by the ExcelFin Board when evaluating the Business Combination at the time of its approval, and the assumptions and analyses underlying those projections are detailed in the section titled “Certain Unaudited Baird Medical Prospective Financial Information”. The original projections received from Baird Medical on February 21, 2023, included the same assumptions as the projections reviewed by the ExcelFin Board as part of the approval of the Business Combination and which are included in this proxy statement/prospectus other than the following differences:

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In the original projections provided by Baird Medical, revenue was based on annual percentage increase of needles sold. For the revised projections, the parties separated Baird Medical’s customer hospitals into various cohorts based on annual needle usage, provinces and sales channels, and analyzed the learning curve for new hospitals and doctors in growing the number of MWA surgeries. It was observed that when doctors cumulatively have conducted over 100 MWA surgeries, they tend to be more confident and skilled, and the volume of MWA surgeries from the doctor and hospital tends to increase at a faster rate after 12 months. The revised projections also incorporated Baird Medical’s tiered market strategy of identifying tier 1, tier 2 and tier 3 level of provinces, with Baird Medical’s focus being enhancing their leading market positions in tier 1 provinces, including Guangdong, Shanghai, Jiangxi, Fujian and Sichuan. Baird Medical started to penetrate and expand into tier 2 provinces at the beginning of 2023, with a goal to replicate its success in tier 1 provinces. The tier 2 provinces includes Anhui, Hunan, Heilongjiang, Jilin, Liaoning, Hubei, Shandong and Beijing. Tier 3 provinces include Jiangsu, Henan, Shaanxi, Shanxi, Chongqing, Yunnan, Guizhou, Hainan, Xinjiang and Neimeng.

Based on the foregoing, all hospitals were categorized by annual needle usage as follows; less than 29 needles, 30 – 99 needles, 100 – 299 needles, 300 – 499 needles, more than 500 needles and assumed needle growth of 100%, 50%, 40%, 35%, 25%, respectively. The assumed growth rates reflect that hospitals starting with lower basis tend to have a higher percentage growth and hospitals currently using more needles have a more mature practice with slower expected growth. As a result, the refined projection for 2023 has 36.5%, 38.4%, 76.1% of growth for tier 1, tier 2, tier 3 level of provinces respectively, taking into account that it may take one or two years to obtain provincial level insurance for products in tier 2 provinces. Tier 3 province growth is high but is based upon a low number of sales, which were 2,522 needles for all tier 3 provinces in 2022. The revised projections for 2024 reflect projected growth for tier 1, tier 2 and tier 3 provinces of 39.5%, 42.3% and 66.1% respectively. In comparison, from 2020 through 2022, the CAGR of needles growth for tier 1, tier 2, tier 3 level of provinces were 50.1%, 96.9%, 46.1% respectively.

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Expenses as a percentage of sales and marketing revenue were increased from 9% in the original projections to 10% in the revised projections; administrative expenses in the revised projections included $3.5 million of public company expenses such as audit fees, investor relations costs and stock exchange listing fees, which were not included in the original projections. The increase in sales and marketing expenses from 9% to 10% of sales revenue was due to US market development. To establish a presence in the US, the Company anticipates higher sales and marketing expenses in 2024, including costs for establishing a direct sales team, attending trade conferences, providing high-quality doctor education and support, and setting up microwave ablation training centers with leading doctors and medical centers. These increased expenses are expected to be incurred in 2024, rather than 2023. Between May and June 2023, Baird management collaborated with ExcelFin management to create a detailed 2023 and 2024 projection. Baird planned to establish a direct sales team in the US, attend trade conferences, provide high quality doctor education and supports, and set up microwave ablation training centers with leading doctors and medical centers following the anticipated FDA 510k approval in November 2023. Unlike the more developed Chinese market, which relies on distributors to cover more hospitals, the US market is expected to start with a direct sales model, initially increasing sales costs to develop key opinion leaders and grow the market. Therefore, overall sales expenses as a percentage of revenue are expected to rise slightly.

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In the original projections, R&D and depreciation were projected based on an aggregate percentage of growth over the previous year. In the revised projections, R&D was refined to be based on more detailed line items, including staff costs, service fee, material costs and others etc. Out of these, staff costs, material costs and others were approximately 30% of total R&D costs and were projected to grow at 10% a year, based on Baird management estimating the need for additional staff and materials. The service fee line item was approximated 70% of total R&D costs and was projected based on seven R&D contracts. For 2023 and 2024, Baird management estimated progress of completion among the various contracts to be 10% – 30% based on discussions with external research and development contractors. The 2023 and 2024 projection of service fees was calculated based on allocating a portion of total contract value based on estimated progress of completion for the years.

Similarly, depreciation expense in the original projections was based on a 5% annual growth rate. In the revised projections, depreciation was refined to be based on detailed line items, including Depreciation

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of PP&E, Depreciation of Right of Use (ROU) assets, Amortization of Intangible Assets and Depreciation of new PP&E. Under the revised projections, Baird management estimated the Depreciation of PP&E and ROU assets and Amortization of Intangible Assets to be constant for 2022, 2023 and 2024, based on their assumption that there would be no changes to those existing assets. For Depreciation of new PP&E, the new projection was developed based on a detailed schedule of fixed assets and prepayments, deposits and other receivables.

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Under the revised projections, R&D as a percentage of 2023 and 2024 revenue was 6.9% and 6.8%, compared to 6.3% and 7.6% in the original projections, and depreciation as a percentage of 2023 and 2024 revenue was 3.0% and 3.0%, compared to 2.4% and 2.0% in the original projections. While the Baird and ExcelFin management teams believe the revised projection methodology to be more refined, they did not consider the impact of these changes to be material. Based on the refined projections Baird Medical and ExcelFin developed from May 30, 2023 to June 18, 2023, the 2023 and 2024 projected revenue became $44.5 million and $62.5 million in the June 18, 2023 version, versus $262 million RMB and $361 million RMB (or $36.68 million and $50.5 million, respectively, using an assumed foreign exchange rate of RMB/USD of 0.14) in the February 21, 2023 version. The 2023 and 2024 projected adjusted EBITDA became $25.3 million and $36.6 million in the June 18, 2023 version, versus 2023 and 2024 projected net income of $137 million RMB and $189 million RMB (or $19.2 million and $26.5 million, respectively, using an assumed foreign exchange rate of RMB/USD of 0.14) in the February 21, 2023 version.

Between June 2, 2023, and June 4, 2023, A&O Shearman delivered to Dechert initial drafts of certain Ancillary Agreements, including the Sponsor Support Agreement, the Insider Letter Amendment, the Warrant Assignment, Assumption and Amendment Agreement, the Baird Medical Lock-Up Agreement, the Registration Rights Agreement, the Certificate of Merger 1 and the Surviving Corporation Governing Documents reflecting the agreed terms of the Baird Medical LOI and the continuing negotiations between the parties.

On June 5 and 6, 2023, representatives from A&O Shearman conducted a series of five due diligence calls with representatives from Baird Medical’s management, to discuss customary due diligence questions regarding Baird Medical’s intellectual property, legal and regulatory matters, business operations and financials. Also present on the calls were representatives from ExcelFin, JunHe, Beijing Dacheng Law Office, LLP, and Ropes & Gray LLP (“Ropes”), acting as a counsel to the financial advisors, Dechert, Cohen and EXOS.

On June 6, 2023, Cohen and EXOS circulated an initial draft of the investor presentation to ExcelFin, A&O Shearman, Ropes and Dechert. The parties circulated comments to, and revised drafts of, the investor presentation on multiple occasions and held a series of conference calls in order to discuss the drafting thereof between June 6, 2023 and June 24, 2023, at which time the final form of the investor presentation was agreed.

On June 6, 2023, Dechert provided a revised draft of the Business Combination Agreement to A&O Shearman, which A&O Shearman provided to ExcelFin, Cohen and EXOS on the same day. On June 7, 2023, A&O Shearman sent an issues list regarding the revised draft of the Business Combination Agreement to ExcelFin, Cohen and EXOS, along with an updated transaction checklist. The material issues list included: (i) the limited triggering events for the breakup fee payable to ExcelFin; (ii) the surrender by the Sponsor of its Private Placement Warrants in connection with the closing; and (iii) the removal of certain closing conditions.

On June 7, 2023, representatives from A&O Shearman held an auditor due diligence call with representatives from ExcelFin’s auditor, Marcum LLP, to discuss a set of customary auditor due diligence questions. Also present on the call were representatives of ExcelFin, Ropes, Dechert, Cohen and EXOS.

On June 8, 2023, UBS Securities notified ExcelFin that it would not seek formal engagement as an advisor in connection with the Business Combination with Baird Medical.

On June 8, 2023, ExcelFin’s management organized an update call with the Board to discuss ExcelFin management’s due diligence findings and certain deal term updates. Representatives from A&O Shearman and JunHe made presentations to the Board regarding legal due diligence findings as of such date, and ExcelFin management presented to the Board regarding their financial and commercial due diligence findings as of such date, with Grant Thornton and S&A Consulting present at the meeting. ExcelFin management’s

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findings, based on Grant Thornton’s due diligence, included, among other things, that Baird Medical’s historical and current accounting treatment of revenue appeared reasonable, Baird Medical had an average gross margin of 87% and net profit margin of 36%, along with high accounts receivable balance which ExcelFin management identified as an industry-wide issue due to the COVID-19 pandemic. ExcelFin management also noted that two branches of Baird Medical are eligible for a reduced tax rate and that Baird Medical’s overall accounting and finance functions were considered robust and acceptable for a company of this size. ExcelFin management’s findings, based on S&A Consulting’s due diligence, included that Baird Medical had established itself as an industry leader with an attractive value proposition and noted the attractive market size and growth potential of the MWA market. ExcelFin management compared Baird Medical to two competitors (ECO and Kangyou) and determined that Baird Medical’s products stand out due to its ability to meet a crucial requirement of temperature control stability and consistent performance during usage without reported failures such as needle breakage or liquid leakage that its peers are experiencing. S&A Consulting’s due diligence summary is referred to as the “Beijing Strategy and Action Management Consulting — Commercial Due Diligence Report.” ExcelFin management, with input from representatives from EXOS, also provided a deal update and a market analysis update. EXOS discussed share performance of post-IPO companies going public through traditional IPOs vs SPAC IPOs and bank coverage of post-business combination companies in the healthcare industry.

Between June 8 and June 10, 2023, Dechert delivered to A&O Shearman initial drafts of the Baird Medical Disclosure Letter, the Baird Medical Shareholder Support Agreement and the Post-Closing PubCo Governing Documents.

On June 9, 2023, representatives from A&O Shearman held a business due diligence call with ExcelFin’s management to discuss a set of customary due diligence questions. Also present on the call were representatives of Baird Medical, Ropes, Dechert, Cohen and EXOS. On June 11, 2023, A&O Shearman delivered to Dechert a revised version of the draft Business Combination Agreement reflecting input received from ExcelFin on various open issues, including with respect to the triggering events for the breakup fee payable to ExcelFin, the vesting conditions on the Sponsor’s founder shares, and the representations and warranties, pre-closing covenants and termination rights of the parties.

On June 12, 2023, the Board held a meeting to discuss various items, including, among other things:

(i)

material due diligence updates regarding Baird Medical; (ii) the updated timeline for the proposed Business Combination; (iii) the engagement of ICR, Inc. as media consultant; (iv) UBS Securities’ decision that it would not seek formal engagement as an advisor in connection with the proposed Business Combination with Baird Medical; and (v) ongoing outreach with other investment banks. Also present at the meeting were representatives of ExcelFin, including Brian Sun, Max Moskovitz, Ken Wu, Luke Kornack and Ren Riley, and representatives of UBS Securities, Cohen and EXOS.

On June 15, 2023, Baird Medical provided the revised Frost & Sullivan Industry Report included as Annex C to this proxy statement/prospectus, which report supported Baird Medical’s growth plans for its business.

On June 16, 2023, ExcelFin circulated an initial draft of the joint press release announcing the Business Combination to A&O Shearman for review and comment.

On June 16, 2023, A&O Shearman delivered an initial draft of the ExcelFin Disclosure Letter to Dechert.

From June 16 through June 26, 2023, representatives of A&O Shearman and Dechert conducted numerous conference calls and continued extensive negotiations on specific outstanding issues in the Business Combination Agreement and the Ancillary Agreements, and several drafts of the Business Combination Agreement and various Ancillary Agreements were exchanged among the parties over the course of such time period. The material issues identified included: (i) the pre-transaction equity value of Baird Medical; (ii) the immediate vesting of the Sponsor’s earnout shares if PubCo underwent a change-in-control within a certain amount of time after the closing; (iii) the limited triggering events for the breakup fee payable to ExcelFin; the allocation of the costs incurred in connection with any extensions of the business combination deadline; and (v) the scope of certain representations and warranties.

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On June 17, 2023, ExcelFin, Baird Medical and their respective advisors participated in a conference call to discuss the timing and content requirements of the filing to be submitted to the Chinese Securities Regulatory Commission in connection with the proposed Business Combination. Also on June 17, 2023, JunHe provided an updated legal due diligence report to ExcelFin and A&O Shearman.

On June 19, 2023, the Board held a special meeting to further discuss the proposed Business Combination. Representatives from A&O Shearman updated the Board on the anticipated timing of the proposed Business Combination, outstanding items and critical milestones for the proposed Business Combination and presented a summary of the material terms and structuring of the proposed Business Combination as reflected in the then-current drafts of the Business Combination Agreement and Ancillary Agreements. Also present at the meeting were representatives of ExcelFin, including Brian Sun, Max Moskovitz, Ken Wu, Luke Kornack and Ren Riley, Cohen and EXOS.

Between June 18 and June 20, 2023, representatives from ExcelFin, including Joseph Douglas Ragan III, Brian Sun, Max Moskovitz, and Ken Wu, A&O Shearman, Cohen and EXOS conducted several conference calls to discuss the financial model, valuation and the investor presentation.

On June 22, 2023, representatives from ExcelFin, including Joseph Douglas Ragan III, Brian Sun and Max Moskovitz, representatives of Baird Medical, including Haimei Wu and Ted Wu, A&O Shearman and Dechert participated in an all-hands negotiation call to resolve the open issues in the Business Combination Agreement and certain Ancillary Agreements related to (i) the immediate vesting of the Sponsor’s earnout shares if PubCo underwent a change-in-control within a certain amount of time after the closing, (ii) the limitation of the triggering events of the breakup fee payable to ExcelFin to any termination of the Business Combination Agreement by Baird Medical because the Outside Date was reached (except if a breach by ExcelFin or the Sponsor (in the case of the Sponsor Support Agreement) of a provision under the Business Combination Agreement or any Ancillary Agreement was the proximate cause of the failure of the Closing to occur on or before the Outside Date), (iii) the allocation of the costs incurred in connection with any extensions of the business combination deadline, (iv) certain pre-closing limitations on the ability of Baird Medical to incur additional indebtedness or make loans or advances of capital and (v) the scope of certain representations and warranties. ExcelFin and Baird Medical also discussed and agreed to a final adjustment to the valuation to be ascribed to Baird Medical in the business combination based on the completion of due diligence by ExcelFin’s management on Baird Medical’s business, including satisfactory findings of commercial financial, tax and legal due diligence, and also factoring in the cash and net debt positions from financial due diligence, which would reflect a pre-transaction equity value of Baird Medical of $300 million (pro forma enterprise value of $370 million). The $20 million adjustment was requested by Baird Medical, and ExcelFin agreed to it on the basis that ExcelFin believed that the $300 million pre-transaction equity valuation (pro forma enterprise valuation of $370 million) was reasonable based on the assessment of ExcelFin’s management regarding projections of the net profit to be generated by the business for 2023 provided by Baird Medical’s management, Baird Medical’s growth potential product-wise (beyond its current single product, thyroid nodules) and geographically (beyond its current single market, China), as well as the results of its comparable company analysis, as more fully described in the “Comparable Company Analysis” section below.

On June 23 and June 24, 2023, ExcelFin, Baird Medical and their respective advisors reviewed and signed off on the final investor presentation and press release.

On June 24, 2023, the representatives of ExcelFin, including Joseph Douglas Ragan III, Brian Sun, Max Moskovitz and Ken Wu, and representatives from Baird Medical, including Haimei Wu, Ted Wu and Chris Ng, reached agreement on the allocation of the costs incurred in connection with any extensions of the business combination deadline, certain pre-closing limitations on the ability of Baird Medical to incur additional indebtedness or make loans or advances of capital and limitations on the scope of certain representations and warranties, and informed their respective advisors of such resolution. Dechert and A&O Shearman finalized the Business Combination Agreement and the Ancillary Agreements on the same day based on the terms agreed upon by the parties.

On June 25, 2023, the Board held a special meeting to discuss the agreed terms of the Business Combination. Also present at the meeting were representatives of ExcelFin, including Brian Sun, Max Moskovitz, Ken Wu, Luke Kornack and Ren Riley, Cohen and EXOS. Subsequent to a presentation by representatives from A&O Shearman on the updated terms of the Business Combination Agreement and the

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Ancillary Agreements, and based on the factors cited in “— Factors considered by the Board,” the Board unanimously adopted, among others, resolutions: (i) determining that the Business Combination is advisable and in the best interests of ExcelFin and its stockholders; (ii) approving the Business Combination Agreement and the Ancillary Agreements to which ExcelFin is a party; and (iii) recommending the adoption of the Business Combination Agreement and the approval of the Business Combination and the other proposals described herein by the ExcelFin stockholders.

On June 26, 2023, ExcelFin and Baird Medical entered into the Business Combination Agreement and the Ancillary Agreements. On the morning of June 26, 2023, the press release announcing the Business Combination was issued by the parties, and ExcelFin’s current report on Form 8-K relating to the Business Combination was filed with the SEC.

On June 30, 2023, an affiliate of GVC consummated its purchase of the preferred shares of Betters Medical Investment Holdings Limited from the Bank of China International for $8.7 million based on the $/RMB exchange rate on that day.

In the Business Combination Agreement, ExcelFin agreed to use commercially reasonable efforts to obtain from UBS Securities and KeyBanc a waiver of the fees to which UBS Securities and KeyBanc were entitled pursuant to the Underwriting Agreement entered into in connection with ExcelFin’s IPO before Closing of the Business Combination. In the first week of August 2023, Brian Sun and Joseph Douglas Ragan III of ExcelFin reached out to UBS Securities and KeyBanc and asked them to waive their right to receive any deferred underwriting fees arising out of the ExcelFin IPO and 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. For more information, see “Waiver of Certain Deferred Underwriting Fees.” ExcelFin does not currently have any ongoing relationship with UBS Securities or KeyBanc. Neither UBS Securities nor KeyBanc was involved in the preparation of any disclosure included in this proxy statement/prospectus or any analysis underlying disclosure included in this proxy statement/prospectus, except as described below with respect to UBS Securities, and UBS Securities has affirmatively disclaimed any responsibility for any of the disclosure in this proxy statement/prospectus. UBS Securities provided preliminary assistance to ExcelFin in connection with its review of business combination targets and the initial analysis with respect to Baird Medical, but subsequently decided not to seek formal engagement as an advisor in connection with the proposed Business Combination with Baird Medical. KeyBanc did not have a role in the identification or evaluation of business combination targets. Further, KeyBanc did not assist in the preparation or review of any materials for ExcelFin in connection with the Business Combination and did not participate in any other aspect of the Business Combination.

On October 20, 2023, ExcelFin held the Second Extension Meeting to vote on a proposal to extend the Combination Period from October 25, 2023 to April 25, 2024. In connection with the Second Extension Meeting, the holders of 2,587,259 shares of ExcelFin Class A Common Stock (representing 54% of the shares of ExcelFin Class A Common Stock then outstanding) properly exercised their rights to redeem their shares for cash. On April 25, 2024, the Company held the Third Extension Meeting to vote on a proposal to extend the Combination Period from April 25, 2024 to July 25, 2024 and the holders of 662,217 shares of ExcelFin Class A common stock (representing 30% of the shares of Class A common stock then outstanding) properly exercised their rights to redeem their shares for cash, leaving 833,986 public shares outstanding. On July 24, 2024, ExcelFin held a special meeting of stockholders (the “Fourth Extension Meeting”) to vote on a proposal to extend the Combination Period from July 25, 2024 to December 25, 2024 (the “Fourth Extension Amendment Proposal”). In connection with the vote to approve the Fourth Extension Amendment Proposal, the holders of 705,330 shares of ExcelFin’s Class A common stock (representing 46% of the shares of Class A common stock then outstanding) properly exercised their rights to redeem their shares for cash. In connection with those four redemptions, approximately $231.7 million was withdrawn from the trust account to fund such redemptions, leaving a balance of approximately $9.0 million. ExcelFin subsequently deposited approximately $25,000 into the Trust Account as was required to effect the first one-month extension approved as part of the Fourth Extension Amendment Proposal. Prior to the effective time of this redemption, 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

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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 Sponsor under the Business Combination Agreement.

Factors considered by the Board

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 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 other factors pertaining to the Business Combination as generally supporting its decision to enter into the Business Combination Agreement and the transactions contemplated thereby, including, but not limited to, the following material factors:

•

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.

•

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

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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.

•

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

•

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 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 the equity valuation of Baird Medical. For more information on the valuation analysis, see “Comparable Company Analysis.”

•

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:

•

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

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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.

•

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.

•

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.

•

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 September 30, 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.

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

•

The above discussion of the material factors considered by the Board is not intended to be exhaustive, but does set forth the principal factors considered by the Board.

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Certain Unaudited Baird Medical Prospective Financial Information

Neither Baird Medical, PubCo nor ExcelFin, as a matter of course, makes public information about its prospects. However, management of ExcelFin presented information to the Board in connection with the Board’s, assessment of the Business Combination.

The accompanying information on prospects was not prepared with a view toward public disclosure or with a view toward complying with the guidelines established by the American Institute of Certified Public Accountants with respect to prospective financial information or U.S. GAAP. Adjusted EBITDA and Adjusted EBITDA margin are non-GAAP financial measures. Non-GAAP financial measures are not measures of financial performance in accordance with U.S. GAAP and may exclude items that are significant in understanding and assessing the Baird Medical’s financial results. Baird Medical’s presentation of these measures may not be comparable to similarly-titled measures used by other companies. These measures should not be considered in isolation or as an alternative to net income, cash flows from operations or other measures of profitability, liquidity or performance under U.S. GAAP. A reconciliation of historical adjusted EBITDA to net income is provided in the tables below. With respect to projected adjusted EBITDA and adjusted EBITDA margin, due to the high variability and difficulty in making accurate forecasts and projections of some of the information excluded from these projected measures, together with some of the excluded information not being ascertainable or accessible, Baird Medical is unable to quantify certain amounts that would be required to be included in the most directly comparable U.S. GAAP financial measures without unreasonable effort. Consequently, no disclosure of estimated comparable U.S. GAAP measures is included. For the same reasons, Baird Medical is unable to address the probable significance of the unavailable information, which could be material to future results.

The prospective financial information was based on numerous variables and assumptions that were deemed to be reasonable as of the date on which such information was finalized (as of June 19, 2023), including, among other things, Baird Medical’s and ExcelFin’s expectations, which may not prove to be accurate, relating to the items specified in the discussion enumerated in the items set forth below. While presented in this proxy statement/prospectus with numeric specificity, the information set forth in the summary below was based on numerous variables and assumptions that are inherently uncertain and may be beyond the control of Baird Medical’s or ExcelFin’s management, including, among other things, the matters described in the sections entitled “Cautionary Statement Regarding Forward-Looking Statements” and “Risk Factors.” Important factors that may affect actual results and cause the results reflected in the prospective financial information not to be achieved include, among other things, risks and uncertainties relating to Baird Medical’s business, industry performance, the regulatory environment, and general business and economic conditions. The prospective financial information also reflects assumptions as to certain business decisions that are subject to change.

The information on prospects set forth below is not fact and should not be relied upon as being necessarily indicative of future results, and readers of this proxy statement/prospectus are cautioned not to place undue reliance on the prospects information. The inclusion of the below information should not be regarded as an indication that PubCo, Baird Medical or ExcelFin or any other recipient of this information considered — or now considers — it to be necessarily predictive of actual future results. Moreover, the below information is not included to influence your views on the merger and Business Combination and is summarized in this proxy statement/prospectus solely to provide stockholders access to certain non-public assessment information considered by the Board in connection with its evaluation of the merger and Business Combination. The information below should be evaluated, if at all, in conjunction with the historical financial statements and other information regarding Baird Medical in this proxy statement/prospectus. In addition, various assumptions underlying the prospects below may prove to not have been accurate. The prospects may not be realized, and actual results may be significantly higher or lower than in this information. The prospects also reflect assumptions as to certain business strategies or plans that are subject to change. As a result, the inclusion of these prospects in this proxy statement/prospectus should not be relied on as “guidance” or otherwise predictive of actual future events, and actual results may differ materially from the forecasts.

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EXCEPT TO THE EXTENT REQUIRED BY APPLICABLE FEDERAL SECURITIES LAWS, BY INCLUDING IN THIS PROXY STATEMENT/PROSPECTUS THE FOLLOWING INFORMATION, NONE OF EXCELFIN, BAIRD MEDICAL OR PUBCO UNDERTAKES ANY OBLIGATIONS AND EXPRESSLY DISCLAIMS ANY RESPONSIBILITY TO UPDATE OR REVISE, OR PUBLICLY DISCLOSE ANY UPDATE OR REVISION TO, THESE PROSPECTS TO REFLECT CIRCUMSTANCES OR EVENTS, INCLUDING UNANTICIPATED EVENTS, THAT MAY HAVE OCCURRED OR THAT MAY OCCUR AFTER THE PREPARATION OF THESE PROSPECTS, EVEN IN THE EVENT THAT ANY OR ALL OF THE ASSUMPTIONS UNDERLYING THE PROSPECTS ARE SHOWN TO BE IN ERROR OR CHANGE.

THIS INFORMATION DOES NOT TAKE INTO ACCOUNT ANY CIRCUMSTANCES OR EVENTS OCCURRING AFTER THE DATE THAT THE INFORMATION WAS PREPARED. NONE OF EXCELFIN, BAIRD MEDICAL OR PUBCO NOR ANY OF THEIR RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, ADVISORS OR OTHER REPRESENTATIVES HAS MADE OR MAKES ANY REPRESENTATION TO ANY PUBCO OR BAIRD MEDICAL SHAREHOLDER, EXCELFIN STOCKHOLDER OR ANY OTHER PERSON REGARDING ULTIMATE PERFORMANCE COMPARED TO THE INFORMATION CONTAINED BELOW OR THAT FINANCIAL AND OPERATING RESULTS WILL BE ACHIEVED.

Adjusted EBITDA Reconciliation ($M)	2021			2022
Net Income		$	12.3		$	12.6
(+) Depreciation			1.1			0.8
(+) Income Tax			2.4			2.5
(+) Interest Expenses			0.2			0.3
(+) Listing Expenses			2.2			3.6
(-) Other Income (Excluding Interest Income / Expenses)			(1.0)			(0.3)
Adjusted EBITDA		$	17.2		$	19.5
Net Income Margin			45.0%			35.8%
Adjusted EBITDA Margin			62.7%			55.2%

Listing expenses were incurred by Baird Medical due to its attempted listing on the Hong Kong Stock Exchange between 2020 and 2022. Such listing expenses were not associated with the operations of Baird Medical’s business and therefore were considered as a non-recurring expense. In 2022, Baird Medical started

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incurring listing expenses, such as attorneys’ fees and financial advisors’ fees, due to its proposed listing on the Nasdaq Global Market. Since such listing expenses were specified for listing only, and therefore also a non-recurring expense, Baird Medical deducted such expenses from the adjusted EBITDA to reflect its profitability under normal circumstances.

Qualitative and quantitative statements about Baird Medical’s future prospects and assumptions include the following analysis and assumptions:

Based on the Frost & Sullivan Report, China’s number of MWA procedures is projected to experience substantial growth, increasing from 210,000 procedures in 2022 to 640,700 procedures in 2027 at a compound annual growth rate (“CAGR”) of 25.0%; the Frost & Sullivan Report projects a CAGR of 28.2% for MWA for thyroid nodules in particular for 2023 to 2027.

Given Baird Medical’s historical growth in the volume of single-use needles sold, which reached 20,470 pieces at the end of 2020 and 50,967 pieces at the end of 2022 at a CAGR of 57.8%, significantly outperforming the CAGR of 31.5% for thyroid nodule MWA procedures in China from 2016 to 2022, Baird Medical’s management envisages sustained robust growth in the future. This growth is attributed to Baird Medical’s prominent market leading position, brand recognition, and well- crafted market penetration strategies in MWA for thyroid nodules treatment, while competitors focus on other areas of treatment for malignant tumors.

Baird Medical strategically categorized the market into Tier 1, Tier 2 and Tier 3 provinces or municipalities based on its market influence and end user network, adopting different sales strategies to enhance business expansion efficiently and effectively. Tier 1 expansion primarily occurs through direct sales, Tier 2 involves a blend of direct sales and distributor sales, while Tier 3 is mainly reliant on distributor sales. From 2020 to 2022, Baird Medical’s sales in Tier 1, Tier 2, and Tier 3 provinces or municipalities experienced a remarkable CAGR of 50.1%, 96.9% and 46.1%, respectively.

Baird Medical concentrates its direct sales efforts on top-tier hospitals and renowned doctors, leveraging their influence to gain entry into lower-tier hospitals through distributors, establishing strong collaborative relationships with surgeons by rigorous training and support of their research as well as organizing medical conferences for MWA, and fostering robust partnerships with its distributors. This approach has allowed Baird Medical to successfully penetrate end users, increasing the number of hospitals served from 273 hospitals at the end of 2020 to 431 hospitals at the end of 2022 reflecting a CAGR of 25.6%. Baird Medical expects to serve 527 hospitals in 2023 and 660 hospitals in 2024.

Baird Medical is currently engaged in procurement processes with 211 new hospitals, with an average needle sales volume of 125 pieces per hospital based on data from 2021 and 2022. This implies a potential additional volume of 26,375 needles to be sold in the future.

The unit sales prices for 2023 and 2024 through direct sales are $1,244 and $1,242, respectively, and through distributor sales are $293 and $292, respectively. The unit sales prices for 2021 and 2022 through direct sales are $1,376 and $1,282, respectively, and through distributor sales are $254 and $302, respectively.

Under a conservative approach, the projected needle volume sold, resulting from combined old user expansion and new user acquisition, for 2023 and 2024 is estimated at 70,785 pieces and 100,392 pieces, respectively, reflecting a CAGR of 38.9% and 41.8%, respectively, as compared to historical growth trajectories of 2020 to 2022 at a CAGR of 57.8% and potential additional 26,375 pieces of needles. This leads to projected needle sales of $41.7 million and $59.6 million for 2023 and 2024, respectively.

The aggregate sales for 2023 and 2024 are expected to amount to $44.5 million and $62.5 million, respectively.

Baird Medical and ExcelFin’s management team based the projected revenue in 2023 and 2024 on three main revenue sources: (i) recurring needle sales, (ii) one-off sales of apparatus, and (iii) one-off sales of other medical devices through our distributor network. Based on historical needle sale growth and the Company’s

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ongoing investment in sales and marketing, the Company based the projected increases in revenue in 2023 and 2024 on the following assumptions: (i) CAGR for needle sales from 2022 to 2024 is projected to be 40.35%, (ii) 70,785 needles are projected to be sold in 2023 and 100,392 needles are projected to be sold in 2024, based on past needle sales, including the sale of 50,967 needles in 2022; and (iii) the Average Sale Price (“ASP”) of needles is projected to be $1,244 in 2023 and $1,242 in 2024, based on past ASP of needles, including an ASP of needles of $1,349 from 2020 to 2022.

Leveraging historical data and considerable investment in sales and marketing efforts over several years, the Company has made informed projections for the growth of each end user category. In creating such projections, the Company took into account the historical and observed needle volume growth from existing and new end user hospitals, as well as the likelihood of entering into agreements with new end user hospitals that are in the sales cycle. Based on past experience and timelines, the Company came up with an estimate for the likelihood of converting end user hospitals in the sales pipeline into new end customers. For instance, in 2022, Baird Medical secured products procurements from 431 end users, reflecting significant growth compared to the 303 end users in 2021. This notable expansion is believed to substantiate the growth assumptions for the financial years 2023 and 2024.These revenue projections directly affect the Company’s calculation of projected adjusted EBITDA amounts.

The forgoing prospects and assumptions assessed by Baird Medical and ExcelFin’s management team, in collaboration with the financial advisors, are intended to be aligned with Baird Medical’s growth plan, market penetration strategies along with the market growth trajectory. Additionally, to ensure prudence and careful consideration, Baird Medical and ExcelFin’s management team, in collaboration with the financial advisors, also made the above referenced conservative assumptions of slower growth in needle sales compared to historical data and current engagement in new hospital acquisition, no inflation indexing applied to the sales price and no sales price increase. Furthermore, the projected increase in revenue and EBITDA amounts in 2023 and 2024 are inherently limited by a number of factors, such as (i) potential slowdowns in the growth of consumables that could result from external factors, such as city shutdowns caused by the ongoing COVID-19 pandemic, (ii) slower adoption rates of our products among patients, (iii) price volatility which could significantly decrease the sales price of our products as a result of unexpected market conditions or unforeseen market downturns, and (iv) unexpected production issues, which could disrupt product deliveries and potentially impact revenue projections.

While the above assumptions were carefully made based on the available data and thorough analysis, the evaluation remains open to further adjustment as new information or circumstances arise.

In connection with Tycoon’ preparation of its financial statements for the year ended December 31, 2023, Tycoon determined that its preliminary results for 2023 would not meet the 2023 results indicated in the Unaudited Baird Medical Prospective Financial Information contained in this proxy statement/prospectus, and when such preliminary 2023 results are applied to the model from which the Unaudited Baird Medical Prospective Financial Information contained in this proxy statement/prospectus were derived, they indicate that 2024 results will not be met either.

When preliminary results for 2023 are applied to the model from which the Unaudited Baird Medical Prospective Financial Information contained in this proxy statement/prospectus were derived, they result in a decrease in revenue of $13.0 million (29%) and EBITDA of $9.8 million (39%) in 2023, and a decrease in revenue of $20.3 million (32%) and EBITDA of $16.6 million (45%) in 2024. In March 2024, ExcelFin’s Board reviewed the changes to the projections indicated by 2023 preliminary results and determined that an amendment to the Business Combination Agreement would be appropriate. See “Amendment to the Business Combination Agreement” below.

Financial Summary of Revised Results

The revised projections resulting from actual 2023 results are set forth immediately below. The assumptions for the following numbers are the same as for those set forth above except for the projection of selling and marketing expenses. The assumption of the estimate for selling and marketing expenses in 2024 was changed from 10% of our revenue in the original projection to an increase of 10% on the basis of actual selling and marketing expenses in 2023 in the revised projections. That means the estimated selling and marketing expenses in 2024 is approximately $2.8 million, which will be around 7% of our revenue. To establish

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a presence in the US, the Company anticipates incurring costs for establishing a direct sales team, attending trade conferences, providing high-quality doctor education and support, and setting up microwave ablation training centers with leading doctors and medical centers. These increased expenses are expected to be incurred in 2024, rather than 2023. However, it is expected that selling and marketing expenses as a percentage of revenue will decrease in the short term but increase in the long term. For 2024 MWA needle sales, (i) the MWA needles used by hospitals end users to is projected to grow from 51,072 in 2023 to 58,072 in 2024, reflecting a net increase of 7,000, or a 13.7% increase, and (ii) the 2024 year end needles purchased-yet-unused by hospitals and distributor would normalize to approximately 9,000, resulting in approximately 2,000 new needle purchases for the year. In addition, the following charts assign no value to the Baird Medical Earnout Shares or the Sponsor Earnout Shares.

Set forth below are the revised projected revenue (in millions of dollars) and projected Adjusted EBITDA (in millions of dollars) for Baird Medical.

[MISSING IMAGE: bc_financialsummary-4clr.jpg]

In addition to reviewing the revised projections, ExcelFin’s Board also reviewed changes to the comparable company analysis. The Operational Benchmarking and Valuation Benchmarking charts below were updated for Baird Medical’s 2023 preliminary results and refreshed for comparable company data from FactSet and Refinitiv as of March 7, 2024 (including the elimination of Seagen because it was purchased by Pfizer in December 2023). For more information on the selection of comparable companies, the choice of financial metrics and the depicted comparisons, please see “Comparable Company Analysis” below.

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those with strong EBITDA margins were finally selected, given Baird Medical’s positive EBITDA margin. No companies that fit the selection criteria were excluded from the comparable company analysis as part of the selection process. Many of Baird Medical’s early-stage development peers in the med-tech space have not had as strong of revenue growth or EBITDA margin as compared to Baird Medical, so ExcelFin’s selection criteria of positive revenue growth and strong EBITDA margin led to a comparable company set of more established companies than Baird Medical. For that reason, ExcelFin used multiples that were lower than the median multiples of the comparable company set. The pre-transaction equity value of $300 million (resulting in a $370 million pro forma enterprise value) for Baird Medical that was agreed to in the Business Combination Agreement reflected the assessment of ExcelFin’s management regarding projections of the net profit to be generated by the business for 2023 provided by Baird Medical’s management, Baird Medical’s growth potential product-wise (beyond its current single product, thyroid nodules) and geographically (beyond its current single market, China), which assessment included the following qualitative and quantitative assumptions: projected growth in the number of MWA procedures in China at a CAGR of 25.0% from 2022-2027, sustained growth in Baird Medical’s volume of single use needles sold based on a historical CAGR of 57.8% from 202-2022, continued penetration of Tier 1, Tier 2 and Tier 3 markets based on a historical CAGR of 50.1%, 96.9% and 46.1%, respectively, from 2020-2022, projected service of 527 hospitals in 2023 and 660 hospitals in 2024, specified unit pricing for sales in 2023 and 2024 based on historical unit sales pricing, and projected aggregate sales of $44.5 million and $62.5 million in 2023 and 2024, respectively. For a full description of these qualitative and quantitative assumptions, refer to the section titled “Certain Unaudited Baird Medical Prospective Financial Information”. Such assessment also included an implied discount informed by ExcelFin’s completed due diligence and the comparable company analysis. Specifically, the ExcelFin’s management considered that the comparable company criteria had led to a set of companies with longer operational history than Baird Medical. The comparable company analysis was applied to validate that the pre-transaction equity value of $300 million (pro forma enterprise value of $370 million) for Baird Medical was in line with the selected metrics of the comparable companies and in fact, discounted.

The following is a summary of the material comparable company analysis prepared by ExcelFin’s management team, in collaboration with the financial advisors, and reviewed by the Board. In reviewing these companies, the Board recognized that although each of the companies was comparable based on the criteria described above, there were material differences among many of the companies based on, among other factors, the size of the company, its target market and the breadth and novelty of its technology and product platform.

None of Baird Medical, ExcelFin, the financial advisors or any other person assumes responsibility if future results are materially different from those discussed. Any estimates contained in this analysis are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than as set forth below. In addition, analyses relating to the value do not purport to be appraisals or reflect the prices at which PubCo’s securities may actually be valued or trade in the open market after the consummation of the Business Combination. Accordingly, the assumptions and estimates used in, and the results derived from, the below analysis are inherently subject to substantial uncertainty. The following quantitative information, to the extent that it is based on market data, is not necessarily indicative of current market conditions.

The Board considered the following financial metrics, comparing the data available with respect to each metric for the selected comparable companies with corresponding data for Baird Medical, for purposes of confirming and validating the pre-transaction equity value of $300 million (resulting in a $370 million pro forma enterprise value) for Baird Medical reflected in the Business Combination Agreement:

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Recent revenue growth — year over revenue growth from 2022 to 2023 (expected) and from 2023 to 2024 (expected);

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Adjusted EBITDA margin (as a measure of profitability) for 2022 to 2023 (expected) and from 2023 to 2024 (expected)

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Adjusted EBITDA multiple, which represents the ratio of enterprise value to annual Adjusted EBITDA for 2023 (expected) and 2024 (expected); and

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Growth-adjusted EBITDA multiple, which represents the ratio of enterprise value to annual EBITDA based on an estimated 2022 to 2024 growth rate for 2023 (expected) and 2024 (expected).

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ExcelFin management members deemed the above metrics for each of the comparable companies to be relevant to Baird Medical based on their respective professional judgment and expertise. The information related to Baird Medical was provided to ExcelFin by Baird Medical. Multiples for the comparable companies are based on consensus estimates on FactSet and Refinitiv data as of June 22, 2023. The below tables present each of the foregoing metrics in a comparative manner among Baird Medical and the comparable companies.

This Operational Benchmarking chart compares Baird Medical to the selected comparable companies based on estimated 2023 and 2024 revenue growth and profitability (adjusted EBITDA margin). The projected median revenue growth and adjusted EBITDA margin among comparable companies for 2023 were 4.1% and 25.8%, respectively, while Baird Medical’s 2023 projected revenue growth and adjusted EBITDA margin were 24.4% and 56.8%, respectively. For 2024, the projected median revenue growth and adjusted EBITDA margin among comparable companies were 5.2% and 26.4%, respectively, while Baird Medical’s projected revenue growth and adjusted EBITDA margin were 40.3% and 58.5%, respectively.

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This Valuation Benchmarking chart uses the same comparable companies as the Operational Benchmarking chart and assumes a $280 million pro forma enterprise value for Baird Medical, which valuation assigns no value to either the Baird Medical Earnout Shares of the Sponsor Earnout Shares. This Valuation Benchmarking chart compares Baird Medical’s valuation to the selected comparable companies based on an enterprise value/EBITDA multiple and such multiple adjusted for growth based on the 2022-2024 EBITDA growth rates. For 2023, the projected median EV/EBITDA and EV/EBITDA/G multiples among comparable companies were 18.3x and 1.91x, respectively, while Baird Medical’s multiples were 14.6x and 0.39x, respectively. For 2024, the projected median EV/EBITDA and EV/EBITDA/G multiples among comparable companies were 16.8x and 1.72x, respectively while Baird Medical’s multiples were 10.1x and 0.27x, respectively.

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Amendment to Business Combination Agreement

Beginning on January 30, 2024, Chris Ng, chief financial officer of Baird Medical, began discussing preliminary year-end results for 2023 with Brian Sun and Joe Ragan of ExcelFin. The preliminary numbers indicated that Baird Medical would miss the projected revenue and adjusted EBITDA numbers for the years ended December 31, 2023 and 2024 previously provided. See “Certain Unaudited Baird Medical Prospective Financial Information” above for a description of the preliminary 2023 numbers and how those numbers affected the prior projections. Based upon these changes in financial results, Chris Ng and Brian Sun discussed potential amendments to the Business Combination Agreement, including the elimination of the $15.0 million closing cash condition and subjecting a number of the PubCo Ordinary Shares to be held by Baird Medical post-closing to an earnout.

On January 31, 2024, representatives of ExcelFin, including Joe Ragan, Brian Sun, Max Moskovitz and Ken Wu, and representatives from Baird Medical, including Haimei Wu, Ted Wu and Chris Ng, participated in a conference call including representatives of Cohen, Dechert and A&O Shearman to discuss preliminary 2023 numbers and how those numbers would compare to projected 2023 and 2024 numbers. Based upon Baird Medical’s observations, the primary drivers of the change in 2023 operating results were: (i) an upgrade of certification for MWA needles nationwide from Class II products to Class III products, which resulted in a delay in several provinces while Baird Medical was “re-registering” their products, (ii) a slowing down of the Chinese economy, causing patients (who have to pay a portion of surgery costs) to delay some procedures, and (iii) the sale of approximately 50,000 needles in 2022 in anticipation of a potential supply disruption from the planned upgrade from Class II products to Class III products, which needles were not utilized in 2022.. Chris Ng emphasized that these numbers were preliminary and that additional work was required to confirm the numbers. The parties agreed that they would revise previous projections for 2023 and 2024 to be more conservative and to wait for confirmed numbers before making any decisions regarding amending the Business Combination Agreement.

On February 9, 2024, A&O Shearman provided Dechert with a draft of an amendment to the Business Combination Agreement and corresponding Lock-Up Agreement that would: (i) eliminate the $15.0 million Closing Cash Condition, (ii) make 30% of the PubCo Ordinary Shares to be held by Baird Medical post-closing subject to an earnout over an eight-year period in two equal tranches based upon (x) the achievement of a $12.00 and a $14.00 VWAP over any 20 trading days within any 30-day trading period or (y) a change of control, and (iii) an extension of the outside date for closing the Business Combination from June 25, 2024 to July 25, 2024.

On February 16, 2024, the ExcelFin Board held a special meeting to discuss the proposed amendment to the Business Combination Agreement. Also present at the meeting were representatives of ExcelFin, including

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Brian Sun, Max Moskovitz, Ken Wu, Daniel Viboux, and representatives of A&O Shearman. At the conclusion of the meeting, in light of the financial performance of Baird Medical in the second half of 2023, the ExcelFin Board discussed the advisability of receiving a fairness opinion prior to approving an amendment to the Business Combination Agreement.

On February 16, 2024, A&O Shearman provided Dechert with an updated draft of the amendment to the Business Combination Agreement and corresponding Lock-Up Agreement (i) replacing the $12.00 and $14.00 VWAP vesting provisions applicable to two tranches of the earnout shares with one $12.50 VWAP vesting provision applicable to all of the earnout shares and (ii) adding a condition to the change of control vesting provision requiring that, in order to cause vesting, the change of control must have an implied value equal to at least $12.50 per share.

From February 18, 2024 to February 26, 2024, representatives of ExcelFin, including Brian Sun, Max Moskovitz and Ken Wu, and representatives from Baird Medical, including Chris Ng, Haimei Wu, Wenyuan Wu, Ted Wu and Eric Fang conducted an in-depth analysis of historical sales and revised 2024 projections based on a multi-year trend analysis of hospital usage and year-end inventory. Based on the foregoing analysis, Baird Medical and ExcelFin management teams agreed on revised 2024 projected revenues based on modifications to the assumptions used for prior projections. Baird Medical management noted, however, that the hospitals are not obligated to provide real-time, regular reporting of actual needle usage to Baird Medical. With respect to the Company’s deliverers and distributors, while contractually required to provide such inventory data monthly, the Company has not enforced this contractual right in order to maintain a positive working relationship with such parties and protect the sensitive business information which is involved. The estimates of such usage described below are therefore based on the Company’s own due diligence, conversations between its sales representatives and doctors and distributors, and through its industry know-how. The inventory decisions by hospitals and distributors are also not within Baird Medical’s control, and can be volatile and driven by external factors, such as the Class II to Class III certificate update, and it is difficult for Baird Medical management to estimate and project needle inventory based on what hospitals and distributors purchased verses what the hospitals actually used. Based on such arrangement, the Company is not aware of any material amount of unsold inventory held by its distributors. However, there is no assurance that the information contained in the Company’s monthly reports, or the monthly reports provided by the deliverers and distributors, are accurate.

Looking at the multi-year trend of 2020-2023, hospital needle usage had year-over-year growth of 69%, 31% and 10% for 2021, 2022 and 2023, respectively. In absolute terms, the year-over-year needle usage increase was approximately 14,500, 11,000 and 4,500 for 2021, 2022 and 2023, respectively. Baird management estimated that 2022 was positively impacted by the widely anticipated industry-wide Class II to Class III certificate upgrade in 2023, as customers ordered more needles in 2022 to avoid a potential needle supply gap between the expiration of Baird’s Class II certificate in February 2023 and Baird’s securing of its Class III certificate (which happened in July 2023). Also, customers anticipated that Baird would need to complete a “re-registration” of its needles under the new Class III certificate in 500+ hospitals after securing the new Class III certificate, which would take additional time. Baird management believed that the anticipation surrounding the uncertainty related to the required 2023 certificate upgrade boosted sales in 2022, with customers stocking up on needles in 2022. In addition, the fact that the re-registration took longer than expected caused an unusual dip in 2023 sales, where hospitals could not order needles until the re-registration under the Class III certificate had been fully completed in their system. The hospitals across different provinces employed different systems and timetables to complete the re-registration, with several provinces not completing the re-registration until January 2024, while most other provinces completed between July and December 2023. To estimate 2024 sales, Baird management took the average of 2022 and 2023 year-over-year needle usage increases, which were 11,000 and 4,500, respectively, to estimate an increase of approximately 7,000 needles in 2024, resulting in 2024 estimated sales of approximately 58,072, or a 13.7% year-over-year growth of hospital needle usage.

Similarly, year-end needle inventory at hospitals and distributors for 2021, 2022 and 2023 was approximately 3.2 months, 3.7 months and 1.6 months, respectively, with 2022 inventory higher for the reasons described above related to the Class III certification and re-registration, and 2023 being unusually low. Looking at the historical multi-year trend, Baird Medical management estimated 2024 year-end inventory to normalize to approximately 1.9 months of yearly usage, which was approximately 70% of the average of 2.6 months for

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2022 and 2023 of 3.7 months and 1.6 months, respectively. The inventory level normalization above is estimated to result in an increase of 2,000 needle sales in 2024. The above revised projections reflected Baird management’s best estimate based on the Company’s monthly reports and available information from its deliverers and distributors as they reflected on the variance of 2023 results versus their prior projections and assessed external business disruption factors, such as the industry wide Class II to Class III certification upgrade and their impacts on customers.

On February 21, 2024, the ExcelFin Board held a special meeting to discuss whether to engage an investment bank to provide a fairness opinion in connection with the proposed amendment to the Business Combination Agreement. Also present at this meeting were Brian Sun, Ken Wu and Max Moskovitz of ExcelFin; Luke Kornack and Ren Riley with Fin VC, and representatives of A&O Shearman. Following a presentation regarding the qualifications, proposed timing and proposed costs of receiving a fairness opinion from a number of different firms, the ExcelFin Board determined that it would interview two of the firms identified by management. On February 23, 2024, following its interviews with the two firms, the ExcelFin Board selected one of the firms interviewed, Houlihan Capital, LLC (“Houlihan”), to be engaged for the purpose of delivering an opinion to the ExcelFin Board that the Business Combination Agreement, as proposed to be amended, is fair to the public stockholders of ExcelFin from a financial point of view. On that same date, ExcelFin and Houlihan entered into an engagement letter concerning the proposed fairness opinion.

On February 21, 2024, Dechert informed A&O Shearman that Baird Medical was favorably inclined to execute the proposed amendment to the Business Combination Agreement, but proposed that the outside date for consummating the Transactions should be April 31, 2024, and that the earnout should have no time limit.

On February 22, 2024, representatives of ExcelFin, including Brian Sun, Joe Ragan, Max Moskovitz and Ken Wu, representatives of Baird Medical, including Chris Ng and Eric Fong, representatives of Dechert, A&O Shearman, and Brio Financial met to discuss the proposed amendment to the Business Combination Agreement. The representatives discussed the timing of the closing under the Business Combination Agreement, the term of the proposed earnout and how the structure of the proposed earnout may have adverse accounting consequences.

On February 24, 2024, Dechert provided A&O Shearman with a revised draft of the proposed amendment to the Business Combination Agreement, changing the proposed outside date to May 25, 2024, and containing the terms set forth below. The parties agreed to work as soon as possible to get the next amendment to the Form F-4 filed by March 8, 2024.

The primary terms of the amendment to the Business Combination Agreement are as follows:

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(x) 20,588,235 PubCo Ordinary Shares to be held by Baird Medical at Closing (70% of such shares) shall be fully vested and freely tradable and (y) 8,823,529 PubCo Ordinary Shares to be held by Baird Medical at Closing (30% of such shares) shall be subject to vesting and forfeiture as described below (the “Baird Medical Earnout Shares”).

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The Baird Medical Earnout Shares shall become fully vested if prior to the eighth anniversary of the Effective Time, the VWAP of PubCo Ordinary Shares is greater than or equal to $12.50 (the “Price Target”) over any 20 trading days within any 30-day trading period.

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In the event that there is a Change of Control of PubCo prior to the eighth anniversary of the Effective Time, and the corresponding valuation of PubCo Ordinary Shares implied by that Change of Control is greater than or equal to the Price Target, the Baird Medical Earnout Shares shall become fully vested immediately prior to such Change of Control.

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All references to SPAC Closing Cash needing to be at least $15.0 million have been removed from the Business Combination Agreement.

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The Maximum Extension Date was changed from May 25, 2024 to August 25, 2024.

On March 8, 2024, the Board held a special meeting to discuss the agreed terms of the amendment to the Business Combination Agreement and the disclosure concerning the Business Combination contained in this

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proxy statement/prospectus. Also present at the meeting were representatives of ExcelFin, including Brian Sun, Max Moskovitz, Ken Wu, Luke Kornack and Ren Riley, and representatives of Houlihan and A&O Shearman. Houlihan submitted to the Board its opinion that the Business Combination Agreement is fair, from a financial point of view, to the holders of public shares of ExcelFin. Subsequent to a presentation by representatives from A&O Shearman on the updated terms of the Business Combination Agreement and the Ancillary Agreements and the disclosure concerning the Business Combination contained in this proxy statement/prospectus, and based on the factors cited in “— Factors considered by the Board,” and additional information on valuation that is a part of the fairness opinion, the Board unanimously adopted, among others, resolutions: (i) determining that the Business Combination remains advisable and in the best interests of ExcelFin and its stockholders; (ii) approving the Business Combination Agreement and the Ancillary Agreements, to which ExcelFin is a party, each as amended to date; and (iii) recommending the adoption of the amendment to the Business Combination Agreement, and the continued approval of the Business Combination and the other proposals described herein by the ExcelFin stockholders.

On March 11, 2024, the Parties executed and delivered the First Amendment to Business Combination Agreement. On May 16, 2024, the Parties entered into a Second Amendment to the Business Combination Agreement, the primary terms of which were to extend the Maximum Extension Date from May 25, 2024 to August 25, 2024. On June 17, 2024, the Parties entered into a Third Amendment to the Business Combination Agreement, the primary terms of which were to:

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Add Merger Sub 2 and Newco as parties to the Agreement;

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Provide for the Share Contribution;

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Remove the $5,000,001 net tangible asset closing condition; and

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Provide for the Second Merger and the issuance of PubCo Ordinary Shares to the Minority Holders.

On August 23, 2024, the Parties entered into a Fourth Amendment to the Business Combination Agreement, the primary terms of which were to extend the Maximum Extension Date from August 25, 2024 to September 30, 2024.

Opinion of Financial Advisor to the ExcelFin Board

On March 8, 2024, Houlihan Capital delivered an oral opinion to the ExcelFin Board, which opinion was subsequently confirmed by delivery of a written opinion dated March 8, 2024 addressed to the ExcelFin Board (the “Opinion”), to the effect that, as of the date of the Opinion and based upon and subject to the assumptions, conditions and limitations set forth in the written Opinion, the Business Combination is fair to the holders of shares of ExcelFin Class A common stock that were initially issued to the public in ExcelFin’s initial public offering (the “Public Stockholders”) from a financial point of view.

The full text of Houlihan Capital’s written Opinion dated March 8, 2024, which sets forth the assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the Opinion (which are also summarized herein), is attached as Annex D to this proxy statement/prospectus and is incorporated herein by reference. The description of Houlihan Capital’s written Opinion set forth in this proxy statement/prospectus is qualified in its entirety by the full text of such Opinion.

Houlihan Capital’s Opinion was provided for the use and benefit of the ExcelFin Board (in its capacity as such and not in any other capacity) in its evaluation of the Business Combination (and, in its engagement letter, Houlihan Capital provided its consent to the inclusion of the text of its Opinion as part of this proxy statement/prospectus). As described in “Factors considered by the Board,” the members of the ExcelFin Board considered a wide variety of factors in connection with their respective evaluations of the Business Combination, including, the fairness opinion obtained by the ExcelFin Board from Houlihan Capital. Houlihan Capital’s only opinion is the formal written opinion Houlihan Capital has expressed as to whether, as of the date of such opinion, the Business Combination is fair to the Public Stockholders from a financial point of view. The Opinion does not constitute a recommendation to proceed with the Business Combination. Houlihan Capital’s Opinion did not address any other aspect or implications of the Business Combination and the Opinion does not constitute an opinion, advice or recommendation as to how any shareholder of ExcelFin should vote at the special meeting. In addition, the Opinion did not in any manner address the prices

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at which the securities of PubCo would trade following the consummation of the Business Combination or at any time. Houlihan Capital’s opinion was approved by a Houlihan Capital fairness opinion committee.

In arriving at its opinion, Houlihan Capital, among other things:

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Held discussions with certain members of ExcelFin management (“ExcelFin Management”) and Baird Medical management (“Baird Medical Management”) regarding the Business Combination, the historical performance and financial projections of Baird Medical, and the future outlook for Baird Medical;

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Reviewed information provided by ExcelFin and Baird Medical including, but not limited to:

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Unaudited financial statements for Baird Medical for the calendar years ended 2020 through 2023;

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Projected financial statements for Baird Medical for the calendar year ended 2024;

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ExcelFin Diligence Presentation, dated June 7, 2023;

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Baird Medical’s Financial Due Diligence Report, dated June 26, 2023;

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Baird Medical’s Commercial Due Diligence Report Summary;

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a Frost & Sullivan Global Market Study of Ablation Therapy, as of June 2023;

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Press Release Detailing the Transaction, dated June 26, 2023;

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FDA Clearance of Baird Medical’s 510(k) premarket notification for Disposable Microwave Ablation Needles;

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FDA Clearance of Baird Medical’s 510(k) premarket notification for Microwave Ablation Systems;

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Baird Medical Investor presentation draft, dated February 2024;

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ExcelFin Board presentation draft, dated February 2024;

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Business Combination Agreement by and among ExcelFin and Baird Medical, dated June 26, 2023 and a draft amendment, dated February 24, 2024;

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Sources and Uses table for the Transaction;

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Cap table pro forma for the Business Combination.

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Discussed with ExcelFin Management and Baird Medical Management the status of current outstanding legal and environmental claims (if any) and confirmed that any potential related financial exposure has been properly disclosed;

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Reviewed the industry in which Baird Medical operates, which included a review of (i) certain industry research, (ii) certain comparable publicly traded companies and (iii) certain mergers and acquisitions of comparable businesses;

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Developed indications of value for Baird Medical using generally accepted valuation methodologies; and

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Reviewed certain other relevant, publicly available information, including economic, industry, and Baird Medical specific information.

In connection with its review, Houlihan Capital relied upon and assumed, without independent verification, the accuracy, completeness and reasonableness of the financial, legal, tax, and other information discussed with or reviewed by Houlihan Capital and assumed such accuracy and completeness for purposes of rendering an opinion. In addition, Houlihan Capital did not make any independent evaluation or appraisal of any of the assets or liabilities (contingent or otherwise) of ExcelFin or Baird Medical, nor, except as stated herein, was it furnished with any such evaluation or appraisal. Houlihan Capital further relied upon the assurances and representations from ExcelFin Management that they are unaware of any facts that would make the information provided to Houlihan Capital to be incomplete or misleading in any material respect for the purposes of the Opinion. ExcelFin Management has represented: (1) that it directed Houlihan Capital to rely on certain forecasted financial information prepared by Baird Medical Management (the “Forecast”) in

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preparation of its Opinion; (2) the Forecast represents ExcelFin Management’s good faith assessment of ExcelFin’s future performance pro forma for closing of the Business Combination and ExcelFin Management has a reasonable basis for such an assessment; (3) Houlihan Capital had no role whatsoever in the preparation of the Forecast; (4) Houlihan Capital was not asked to provide an outside “reasonableness review” of the Forecast; (5) ExcelFin did not engage Houlihan Capital to audit or otherwise validate any of the Forecast’s underlying inputs and assumptions; and (6) that Houlihan Capital accurately summarized and presented the Forecast. Houlihan Capital has not assumed responsibility for any independent verification of this information nor has it assumed any obligation to verify this information. Nothing came to Houlihan Capital’s attention in the course of the engagement which would lead Houlihan Capital to believe that (i) any information provided to Houlihan Capital or assumptions made by Houlihan Capital are insufficient or inaccurate in any material respect or (ii) it is unreasonable for Houlihan Capital to use and rely upon such information or make such assumptions. For the inherent risks associated with the Forecast, see “Background of the Business Combination — Certain Unaudited Baird Medical Prospective Financial Information.”

Houlihan Capital expressed no opinion as to the market price or value of the PubCo Ordinary Shares after the announcement or consummation of the Business Combination. Houlihan Capital did not express any opinion as to fair value or the solvency of PubCo following the closing of the Business Combination. In rendering its Opinion, Houlihan Capital assumed that the final executed form of the Business Combination Agreement would not differ in any material respect from the applicable drafts that it reviewed, that the Business Combination would be consummated in accordance with the terms of the Business Combination Agreement without any waiver or modification that could be material to Houlihan Capital’s analysis, and that the parties to the Business Combination Agreement would comply with all the material terms of the Business Combination Agreement. Houlihan Capital assumed, with ExcelFin Board’s consent, that all governmental, regulatory or other consents and approvals necessary for the completion of the Business Combination would be obtained except to the extent that it could not be material to its analysis. Houlihan Capital also was not requested to, and did not, participate in the structuring or negotiation of the Business Combination. Except as described in this summary, ExcelFin Board imposed no other instructions or limitations on Houlihan Capital with respect to the investigations made or procedures followed by Houlihan Capital in rendering its opinion.

In connection with the preparation of the Opinion, Houlihan Capital made numerous assumptions with respect to industry performance, general business, market and economic conditions and other matters, many of which are beyond the control of any party involved in the Business Combination. Houlihan Capital’s Opinion is necessarily based on financial, economic, market and other conditions as in effect on, and the information made available to it as of, the date of the Opinion. Houlihan Capital is under no obligation to update, revise, reaffirm or withdraw the Opinion, or otherwise comment on or consider events occurring after the date of the Opinion.

The following is a summary of the material financial and comparative analyses presented by Houlihan Capital to ExcelFin at its meeting held on March 8, 2024, in connection with its Opinion. Some of the summaries of financial analyses below include information presented in tabular format. In order to fully understand Houlihan Capital’s analyses, the tables must be read together with the text of each summary. The summary of Houlihan Capital’s financial analyses described below is not a complete description of the analyses underlying its Opinion. The preparation of a financial opinion is a complex analytical process involving various determinations as to the most appropriate and relevant methods of financial analyses and the application of those methods to the particular circumstances and, therefore, is not readily susceptible to summary description.

Several analytical methodologies were employed by Houlihan Capital in its Opinion, and no one method of analysis should be regarded as critical to the overall conclusion reached. Each analytical technique has inherent strengths and weaknesses, and the nature of the available information may further affect the value of particular techniques. In arriving at the Opinion, Houlihan Capital did not attribute any particular weight to any single analysis or factor, but instead, made certain qualitative and subjective judgments as to the significance and relevance of each analysis and factor relative to all other analyses and factors performed and considered by Houlihan Capital and in the context of the circumstances of the Business Combination. Accordingly, Houlihan Capital believes that its analyses must be considered as a whole, because considering any portion of such analyses and factors, without considering all analyses and factors in their entirety, could

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create a misleading or incomplete view of the process underlying, and used by Houlihan Capital as support for, the conclusion set forth in the Opinion.

The conclusions Houlihan Capital has reached are based on all the analyses and factors presented in the Opinion taken as a whole and also on application of its own experience and judgment. Such conclusions may involve significant elements of subjective judgment or qualitative analysis. Houlihan Capital therefore gives no opinion as to the value or merit standing alone of any one or more parts of the material that follows.

Valuation Overview

In assessing whether the Business Combination is fair to the Public Stockholders from a financial point of view, Houlihan Capital compared the price per share at which the Public Stockholders may redeem their shares against the fair market value per share pro forma for the Business Combination calculated by Houlihan Capital. If the fair market value per share pro forma for the Business Combination exceeds the redemption value ($10.59 per share as of December 31, 2023), then the Business Combination is fair to the Public Stockholders from a financial point of view.

Houlihan Capital concluded that the Business Combination is fair to the Public Stockholders from a financial point of view.

Baird Medical’s Financial Projections and Analytical Methodologies

ExcelFin Management provided Houlihan Capital with the Forecast, which is further described under the heading “Background of the Business Combination — Certain Unaudited Baird Medical Prospective Financial Information.”

There are three primary approaches that have traditionally been used to estimate fair market value: the adjusted book value approach, the market approach (which includes the guideline public company method and the comparable transactions method), and the income approach, each as briefly described below.

Adjusted Book Value Approach. The adjusted book value approach estimates fair market value based on the principle of substitution, assuming that a prudent investor would pay no more for an asset than the amount for which the asset or property could be reproduced or replaced, less depreciation from physical deterioration and functional and economic obsolescence, if present and measurable. This approach is typically considered appropriate for capital-intensive businesses, real estate holding companies, or other types of holding companies where the value of the entity is derived primarily from the underlying assets held by the entity and not from additional value added from labor or profitable use of the assets owned. This valuation approach may also be used to value companies that are in bankruptcy or liquidation, or those that are otherwise not considered a going concern. Because Baird Medical operates as a going concern business and is not asset intensive, Houlihan Capital did not utilize the adjusted book value approach in support of the Opinion.

Market Approach. The market approach references actual transactions of the asset to be valued, similar assets, or assets that can otherwise be used to infer the value of the subject asset. The application of methods within the market approach often requires identifying companies comparable to a subject company, observing transaction prices of those companies’ securities, deriving valuation multiples based on the ratio of such transaction prices to financial metrics (e.g., Revenue, EBITDA, Tangible Book Value, Book Value), and then applying selected valuation multiples to the subject company’s same financial metrics.

The Guideline Public Company Method is a valuation method within the Market Approach that involves identifying and selecting guideline public companies with financial and operating characteristics similar to the enterprise being valued. Once publicly traded peer group companies are identified, valuation multiples can be derived from the publicly traded market transaction data (stock prices), adjusted for comparability, and then applied to the financial metrics of the subject enterprise to estimate the value of the subject enterprise’s equity, total invested capital, or enterprise value (total invested capital less cash and cash equivalents). Houlihan Capital was able to identify a sufficiently robust set of guideline public companies similar to Baird Medical. Therefore, Houlihan Capital utilized the Guideline Public Company Method of the Market Approach to support the Opinion.

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The Comparable Transactions Method is another commonly used method under the Market Approach. This valuation method involves determining valuation multiples from sales of companies with financial and operating characteristics considered reasonably similar to those of the company being valued and applying representative multiples to the financial metrics of the subject company to estimate value, similar to the Guideline Public Company Method. Houlihan Capital was unable to identify a sufficiently robust set of transactions involving target companies considered reasonably similar to Baird Medical for which publicly disclosed data was available to calculate and adjust valuation multiples. Therefore, Houlihan Capital did not utilize the Comparable Transactions Method of the Market Approach in support of the Opinion.

Income Approach. The income approach is a calculation of the present value of the future monetary benefits expected to flow to the owner of the subject asset. A commonly applied methodology under the Income Approach is the Discounted Cash Flow (“DCF”) Method. Using a DCF analysis, value is indicated from all the future cash flows attributable to the firm or asset, discounted to present value at an appropriate required rate of return. The Forecast provided to Houlihan Capital included one year of forward projections, at the end of which, Baird Medical was not projected to have reached a steady growth rate; therefore, calculating a terminal value within the DCF using a terminal growth rate would not be appropriate. Alternatively, Houlihan Capital considered an exit multiple approach to the terminal value but noted that, due to Baird Medical’s year over year growth, virtually, all of the value in the DCF would have been derived from the terminal exit multiple. Given these considerations, Houlihan Capital did not utilize the income approach in support of the Opinion.

Enterprise Value of Baird Medical Utilizing the Guideline Public Company Method

Houlihan Capital searched the universe of publicly traded companies for companies with operations that are similar to Baird Medical and identified seven reasonably similar companies. In selecting guideline public companies, Houlihan Capital searched for companies with similar business operations, size, prospects for growth, profitability, and risk. Among other things, Baird Medical’s business model, product offerings, technology, geography, market position, and growth profile make it unique such that there are no perfectly comparable companies. The comparison set relied upon by Houlihan Capital therefore includes companies that individually exhibit some of the traits of Baird Medical (including health care equipment and health care supplies companies) and collectively encapsulate most of the factors that make Baird Medical unique. The guideline public company peer group relied upon by Houlihan Capital is presented in the table below.

Baird Medical

Guideline Public Companies

Company Name	Ticker	Industry
Abbott Laboratories	NYSE:ABT	Health Care Equipment
AngioDynamics, Inc.	NasdaqGS:ANGO	Health Care Equipment
Avanos Medical, Inc.	NYSE:AVNS	Health Care Supplies
Boston Scientific Corporation	NYSE:BSX	Health Care Equipment
Medtronic plc	NYSE:MDT	Health Care Equipment
Stryker Corporation	NYSE:SYK	Health Care Equipment
Terumo Corporation	TSE:4543	Health Care Equipment

Based on a detailed analysis of the selected guideline public companies described above, Houlihan Capital considered multiples of calendar year 2024 EBITDA for its valuation. In selecting the multiples to apply to Baird Medical, Houlihan Capital reviewed the growth expectations (as reflected in the Forecast and through discussions with ExcelFin Management) and risk (as measured by required rates of return) with respect to the peer companies incorporated in Houlihan Capital’s analysis of the guideline public companies identified by Houlihan Capital.

Based on this information and other factors, Houlihan Capital used professional judgment to select multiples that Houlihan Capital believes reflect the relative comparability of Baird Medical to the guideline public companies. As of March 7, 2024, the Enterprise Value to calendar year 2024 EBITDA multiples of the

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guideline public companies ranged from 8.28x to 24.79x (excluding one outlier at 143.7x). Ultimately, Houlihan Capital applied Enterprise Value to calendar year 2024 EBITDA multiples of 18.0x (around the 40th percentile of guideline public companies) and 22.0x (around the 65th percentile of guideline public companies) for its valuation. Based on the analyses described above, Houlihan Capital calculated an indicated enterprise value range for Baird Medical of between $362.4 million and approximately $442.9 million.

Fairness Opinion Conclusion

Houlihan Capital concluded that, as of the date of the Opinion and based upon and subject to the assumptions, conditions and limitations set forth in the written Opinion, the Business Combination is fair to the Public Stockholders from a financial point of view.

Houlihan Capital Conflict Disclosure and Fees

Houlihan Capital, a Financial Industry Regulatory Authority (FINRA) member, as part of its investment banking services, is regularly engaged in the valuation of businesses and securities in connection with mergers and acquisitions, private placements, bankruptcy, capital restructuring, solvency analyses, stock buybacks, and valuations for corporate and other purposes. Neither Houlihan Capital, nor any of its principals or affiliates, has any ownership or other beneficial interests in any party to the Business Combination Agreement or any of their affiliates and has provided no previous investment banking or consulting services to any party to the Business Combination Agreement or any of their affiliates. There is no current agreement between Houlihan Capital, its principals, or affiliates and any party to the Business Combination Agreement or any of their affiliates providing for the provision of future services by Houlihan Capital, its principals, or any of its affiliates to or for the benefit of any party to the Business Combination Agreement or any of their affiliates. Houlihan Capital was engaged on a fixed fee basis. Houlihan Capital’s fees to ExcelFin for services in connection with issuing the Opinion were $175,000.

Interests of ExcelFin’s Directors and Officers in the Business Combination

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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.

•

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•

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.

•

On May 3, 2023, ExcelFin entered into an amended and restated convertible note in an aggregate principal amount of up to $1,500,000 to the Sponsor (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 proceeds held outside the Trust Account to repay the Working Capital Loan, but no proceeds held in the Trust Account would 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. As of December 31, 2023 the total working capital loans outstanding were $1,296,654.

•

As a result of the foregoing, the Sponsor and the officers and directors of ExcelFin will benefit from the completion of an initial business combination, including the Business Combination, and may be 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.

ExcelFin’s Charter waives the corporate opportunities doctrine under Delaware law, which otherwise would require ExcelFin’s officers and directors to present relevant corporate opportunities to ExcelFin before presenting such opportunities to other entities to which they may have fiduciary or contractual obligations. 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 70 companies, entry into non-disclosure agreements with approximately 14 companies and proposed LOIs with approximately two companies, the Board does 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 — Factors considered by the Board,” and does not believe that such other fiduciary duties or contractual obligations impacted such consideration.

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Certain Engagements in Connection with the Business Combination and Related Transactions

On April 16, 2021, ExcelFin engaged Exos Securities LLC (“EXOS”) as a financial advisor. On February 23, 2023, ExcelFin engaged J.V.B. Financial Group, LLC, acting through it Cohen & Company Capital Markets division (“Cohen”), to act as its capital markets and financial advisor and as a placement agent in connection with a potential PIPE Investment. On July 18, 2023, ExcelFin engaged Roth Capital Partners, LLC (“Roth”) to serve as a capital markets advisor and as a placement agent in connection with a potential PIPE Investment. On September 7, 2023, ExcelFin engaged Haitong International Securities (USA) Inc. (“HTI-USA”) to act as a placement agent in connection with a potential PIPE Investment. On October 30, 2023, Baird Medical engaged Eddid Securities USA, Inc (“Eddid USA”) to act as a non-exclusive placement agent and Eddid Securities and Futures Limited (“Eddid HK” and, together with “Eddid USA”, “Eddid”) to act as a selling group member in connection with a potential PIPE Investment. On January 9, 2024, Baird Medical engaged Quam Securities Limited (“Quam”) to act as a non-exclusive placement agent in connection with a potential PIPE Investment. Upon the consummation of the Business Combination, each of EXOS, Cohen, Roth, HTI-USA, Quam and Eddid will be paid customary fees for the roles for which they were engaged, and will also be entitled to reimbursement for certain of their out-of-pocket expenses. In addition, EXOS will be paid deferred compensation of approximately $1.6 million arising out of ExcelFin’s IPO.

Each of EXOS, Cohen, Roth, HTI-USA, Quam and Eddid (together with their respective affiliates) is a full service financial institution engaged in various activities, which may include sales and trading, commercial and investment banking, advisory, investment management, wealth management, investment research, principal investing, hedging, market making, brokerage and other financial and non-financial activities and services, and they may provide investment banking and other services to Baird Medical, ExcelFin and their respective founders, officers, directors and affiliates from time to time, for which they would expect to receive compensation.

Moreover, in the ordinary course of their respective business activities, each of EXOS, Cohen, Roth, HTI-USA, Quam and Eddid (together with their respective affiliates, officers, directors and employees) may also make investment recommendations and/or publish or express independent research views in respect of various securities or financial instruments and may hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments, and may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers. Such investments and securities activities may involve securities and/or instruments of Baird Medical, ExcelFin or their respective founders, officers, directors and affiliates.

Total Shares to be Issued in the Business Combination

ExcelFin’s public stockholders currently own approximately 12.7% of ExcelFin’s issued and outstanding capital stock, and the Sponsor together with our directors and officers, consisting of ExcelFin Initial Stockholders, currently own approximately 87.3% of ExcelFin’s issued and outstanding capital stock. 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 22,166,014 shares of ExcelFin Class A Common Stock that occurred on May 1, 2023, October 20, 2023, April 25, 2024 and July 25, 2024) 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 20.7% of the outstanding PubCo Ordinary Shares, and Baird Medical and the Minority Holders will own approximately 79.3% 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 none of 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 18.1% of PubCo Ordinary Shares and Baird Medical and the Minority Holders will own approximately 81.9% 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

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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.”

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, excluding Baird Medical Earnout Shares (8,823,529), Sponsor 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 48.2% Redemptions			Assuming Maximum Redemptions 96.4%
ExcelFin public stockholders(1)		833,986	3.2%		431,993	1.7%		30,000	0.1%
ExcelFin Sponsor Transferees(2)		1,250,000	4.8%		1,250,000	4.9%		1,250,000	5.0%
ExcelFin Sponsor		3,150,000	12.2%		3,150,000	12.3%		3,150,000	12.5%
ExcelFin Sponsor Loan Conversion(3)		127,123	0.5%		127,123	0.5%		127,123	0.5%
Baird Medical & Minority Holders(4)		20,588,235	79.3%		20,588,235	80.6%		20,588,235	81.9%
Total Shares at closing		25,949,344	100.00%		25,547,351	100.00%		25,145,358	100.00%

(1)

(2)

(3)

(4)

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	Assuming No Additional Redemptions			Assuming 48.2% Redemptions			Assuming Maximum Redemptions 96.4%
ExcelFin public stockholders(1)		833,986	1.6%		431,993	0.8%		30,000	0.1%
ExcelFin Sponsor Transferees(2)		1,250,000	2.4%		1,250,000	2.4%		1,250,000	2.4%
ExcelFin Sponsor		3,150,000	5.9%		3,150,000	6.0%		3,150,000	6.0%
Sponsor Earnout Shares(3)		1,350,000	2.6%		1,350,000	2.6%		1,350,000	2.6%
ExcelFin Sponsor Loan Conversion(4)		127,123	0.2%		127,123	0.2%		127,123	0.2%
Public Warrants(5)		11,500,000	21.7%		11,500,000	21.9%		11,500,000	22.1%
Baird Medical Incentive Plan(6)		5,291,430	10.0%		5,246,764	10.0%		5,202,099	10.0%
Baird Medical Earnout Shares(7)		8,823,529	16.7%		8,823,529	16.8%		8,823,529	17.0%
Baird Medical & Minority Holders(7)		20,588,235	38.9%		20,588,235	39.3%		20,588,235	39.6%
Total Shares at closing		52,914,303	100.0%		52,467,644	100.0%		52,020,986	100.0%

(1)

(2)

(3)

(4)

(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)

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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	$	(4,800)
ExcelFin cash in Trust	$	9,100	Transaction Fees		13,600
			Sponsor loan		300
Baird Medical Equity Rollover		210,000	Baird Medical Equity Rollover		210,000
Total Sources	$	219,100	Total Uses	$	219,100

The following table summarizes the sources and uses of funds for the Business Combination assuming 48.2% of ExcelFin stockholders exercise their redemption rights:

Sources			Uses
(in thousands)			Cash to Balance Sheet	$	(5,100)
ExcelFin cash in Trust	$	8,800	Transaction Fees		13,600
			Sponsor loan		300
Baird Medical Equity Rollover		210,000	Baird Medical Equity Rollover		210,000
Total Sources	$	218,800	Total Uses	$	218,800

Sources			Uses
(in thousands)			Cash to Balance Sheet	$	(55,400)
ExcelFin cash in Trust	$	8,500	Transaction Fees		13,600
			Sponsor loan		300
Baird Medical Equity Rollover		210,000	Baird Medical Equity Rollover		210,000
Total Sources	$	218,500	Total Uses	$	218,500

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. 80% of the deferred underwriting fees have been waived for this transaction, leaving $1,610,000 of deferred underwriting fees payable upon closing. The following table illustrates the effective deferred underwriting fee on a percentage basis for public shares at each redemption level identified below.

	Assuming No Additional Redemptions(1)			Assuming 48.2% Redemption(2)			Assuming Maximum Redemption 96.4%(3)
Unredeemed public shares of ExcelFin Class A Common Stock			833,986			431,993			30,000
Trust proceeds to PubCo		$	8,957,000		$	4,317,000		$	322,000
Deferred Underwriting Fees		$	1,610,000		$	1,610,000		$	1,610,000
Effective Deferred Underwriting Fees			18.1%			37.5%			502%

(1)

Outstanding share numbers take into account the redemption of 22,166,014 shares of Class A Common Stock on May 1, 2023, October 20, 2023, April 25, 2024 and July 25, 2024. Assumes that no shares of ExcelFin Class A Common Stock are redeemed. Shares are valued at $10.74 per share.

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(2)

Assumes that 401,993 shares ExcelFin Class A Common Stock, or 48.2% of our public shares outstanding are redeemed.

(3)

Assumes that 803,986 shares of ExcelFin Class A Common Stock, or 96.4% of the shares outstanding are redeemed.

Satisfaction of 80% Test

It is a requirement under the Nasdaq listing requirements that any business acquired by ExcelFin have a fair market value equal to at least 80% of the balance of the funds in the Trust Account at the time of the execution of a definitive agreement for an initial business combination. Based on the pre-money valuation of $300 million for Baird Medical compared to the $50.8 million held in the Trust Account on June 30, 2023, just days before the Business Combination Agreement was signed by ExcelFin, the Board determined that this requirement was met. The Board determined that the consideration being paid in the Business Combination, which amount was negotiated at arms-length, were in the best interests of ExcelFin and its stockholders and appropriately reflected Baird Medical’s value. In reaching this determination, the Board concluded that it was appropriate to base such valuation in part on qualitative factors such as management strength and depth, competitive positioning, customer relationships, and technical skills, as well as quantitative factors such as its potential for future growth in revenue and profits. The Board believes that the financial skills and background of its members qualify it to conclude that the acquisition of Baird Medical met this requirement.

Accounting Treatment

The Business Combination will be accounted for as a “reverse recapitalization” in accordance with U.S. GAAP. Under this method of accounting ExcelFin 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 recorded. Operations prior to the Business Combination will be those of Baird Medical.

Vote Required for Approval

Adoption of this proposal requires the affirmative vote of a majority of the issued and outstanding shares of ExcelFin Class A Common Stock represented in person or by proxy that are voted at the Special Meeting (by virtual attendance) and entitled to vote thereon. An abstention will be counted towards the quorum requirement but will not count as a vote cast at the Special Meeting. A broker non-vote will neither be counted towards the quorum requirement (as the Proposals we believe will be considered as non-discretionary) nor count as a vote cast in the Special Meeting.

This proposal is conditioned upon the approval of the Charter Amendments Proposal. Unless this proposal and the Charter Amendments Proposal are approved, the Business Combination will not occur.

Recommendation of Our Board

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT OUR STOCKHOLDERS VOTE “FOR” THE APPROVAL OF THE BUSINESS COMBINATION PROPOSAL.

Interests of ExcelFin’s Directors

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 directors and officers have interests in the Business Combination that may conflict with your interests as a stockholder. See the section entitled “Business Combination Proposal — Interests of ExcelFin’s Directors and Officers and Others in the Business Combination” for a further discussion of these considerations.

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THE CHARTER AMENDMENTS PROPOSAL

The following table sets forth a summary of certain principal differences between ExcelFin’s Charter and the proposed Post-Closing PubCo Governing Documents. This summary is qualified by reference to the complete text of the Post-Closing PubCo Governing Documents, a copy of which is attached to this proxy statement/prospectus as Annex B. All stockholders are encouraged to read the Post-Closing PubCo Governing Documents in its entirety for a more complete description of its terms.

	ExcelFin Charter	PubCo Post-Closing PubCo Governing Documents
Common Stock	The ExcelFin Charter authorizes an aggregate of 250,000,000 shares of common stock, par value $0.0001 per share, which is comprised of two classes of common stock 200,000,000 shares of Class A Common Stock and 50,000,000 of Class B Common Stock.	PubCo’s authorized share capital is US$50,000 divided into 500,000,000 ordinary shares of a par value of $0.0001 each.
Preferred Stock	The ExcelFin Charter authorizes 1,000,000 shares of ExcelFin Preferred Stock.	The authorized share capital of PubCo consists of ordinary shares.
Number of Directors	The ExcelFin Charter is silent on the number of directors, and the number of directors of ExcelFin, other than those who may be elected by the holders of one or more series of the preferred stock voting separately by class or series, shall be fixed from time to time exclusively by the Board pursuant to a resolution adopted by a majority of the Board. The Board of directors is divided into two classes of directors, as nearly equal as possible, with each class being elected to a staggered two-year term. Directors serve until their successors are elected and qualified or until their earlier death, resignation, retirement, disqualification or removal.	Subject to any changes to the authorized number of directors in accordance with the Post-Closing PubCo Governing Documents, the board of directors of PubCo shall initially consist of up to seven directors, who shall be appointed to the board as follows: (a) one of which (the “Sponsor Director”) shall be appointed by the Sponsor by written notice to PubCo (without further resolutions of the board or shareholders) provided, that the right of Sponsor to appoint the Sponsor Director shall terminate on the date Sponsor ceases to beneficially own at least 25% of the shares held by Sponsor as of the closing date of the Business Combination Agreement.

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			ExcelFin Charter			PubCo Post-Closing PubCo Governing Documents
						Under the Post-Closing PubCo Governing Documents, a director (other than the Sponsor Director and any of the Baird Directors) may be removed by way of an ordinary resolution of shareholders at any time before the expiration of his period of office. The Sponsor Director may be removed by the Sponsor and the Baird Directors may be removed by Baird Medical (or its affiliates), in each case, by written notice to PubCo. A vacancy on the board created by the removal of a director pursuant to the above may be filled by the election or appointment by ordinary resolution of shareholders at the meeting at which such director is removed or by the affirmative vote of a simple majority of the remaining directors provided, that in the case of the removal of the Sponsor Director or any of the Baird Directors, the Sponsor and/or Baird Medical (or its affiliates) shall solely be entitled to appoint another person as the Sponsor Director or the Baird Director.
						Under the Post-Closing PubCo Governing Documents, the number of directors to be appointed to the board may only be increased or decreased upon the mutual written agreement of Baird Medical and the Sponsor; provided, that no reduction in the authorized number of directors shall have the effect of removing any director before that director’s term of office expires.
						Under the Post-Closing PubCo Governing Documents, for so long as the shares of PubCo are listed on Nasdaq, the directors shall include such number of independent directors as applicable law, rules or regulations or Nasdaq require, unless the directors resolve to follow any available exceptions or exemptions.

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	ExcelFin Charter	PubCo Post-Closing PubCo Governing Documents
Stockholder Actions	Holders of ExcelFin Class A Common Stock may not act by written consent in lieu of a meeting, on the other hand, holders of ExcelFin Class B Common Stock may take action by written consent.	The Post-Closing PubCo Governing Documents provide that any action required or permitted to be taken at any general meetings may be taken upon the vote of shareholders at a general meeting duly noticed and convened in accordance with the Post-Closing PubCo Governing Documents or by way of written consent of the shareholders without a meeting.
Provisions Specific to a Blank Check Company	The ExcelFin Charter sets forth various provisions related to its operations as a blank check company prior to the consummation of an initial business combination.	PubCo is not a blank check company and the Post-Closing PubCo Governing Documents do not contain provisions applicable only to blank check companies.

Each of the amendments above is referred to as a “Charter Amendment” and collectively, the “Charter Amendments.” These consist of the following separable proposals:

Charter Amendment Proposal A — To provide for a single class of shares in the share capital of PubCo and a greater number of authorized PubCo Ordinary Shares than the ExcelFin Charter authorized.

Reasons for the Charter Amendments

Common Stock

The principal purpose of this Charter Amendment is to authorize a single class of shares in the share capital of PubCo and a greater number of authorized PubCo Ordinary Shares than the ExcelFin Charter authorized. The greater number of authorized PubCo Ordinary Shares will be used to issue shares pursuant to the Business Combination Agreement, to the employees, directors, and consultants of PubCo and its subsidiaries under any incentive plan adopted, each as proposed to be adopted by PubCo in connection with the Business Combination, and for general corporate purposes. Additionally, the Board believes that it is important for the Combined Entity to have available for issuance a number of authorized PubCo Ordinary Shares sufficient to support the growth of the Combined Entity and to provide flexibility for future corporate needs (including, if needed, as part of financing for future growth acquisitions). The Board also believes that a single class of shares provides a cleaner capital structure and suits the Combined Entity’s requirements following the consummation of the Business Combination.

Notwithstanding the foregoing, authorized but unissued PubCo Ordinary Shares may enable the Combined Entity’s board of directors to render it more difficult or to discourage an attempt to obtain control of the Combined Entity and thereby protect continuity of or entrench its management, which may adversely affect the market price of the PubCo Ordinary Shares. If, in the due exercise of its fiduciary obligations, for example, the Combined Entity’s board of directors were to determine that a takeover proposal was not in the best interests of the Combined Entity, such shares could be issued by the board of directors without shareholders’ approval in one or more private placements or other transactions that might prevent or render more difficult or make more costly the completion of any attempted takeover transaction by diluting voting or other rights of the proposed acquirer or insurgent stockholder group, by creating a substantial voting bloc in institutional or other hands that might support the position of the incumbent board of directors, by effecting an acquisition that might complicate or preclude the takeover, or otherwise. The authorization of additional shares will, however, enable the Combined Entity to have the flexibility to authorize the issuance of shares in the future for financing its business, for acquiring other businesses, for forming strategic partnerships and alliances and for stock dividends and stock splits. PubCo currently has no such plans, proposals, or arrangements, written or otherwise, to issue any of the additional authorized shares for such purposes.

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Vote Required for Approval

This Charter Amendments Proposal will be approved in its entirety only if the holders of a majority of the issued and outstanding shares of ExcelFin Class A Common Stock vote “FOR” each of the Charter Amendments. Failure to vote by proxy or to vote in person at the Special Meeting (by virtual attendance) or an abstention from voting will have the same effect as a vote “AGAINST” the Charter Amendments Proposal.

The approval of the Charter Amendments Proposal, is conditioned on the approval of the Business Combination Proposal at the Special Meeting.

Recommendation of Our Board

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT OUR STOCKHOLDERS VOTE “FOR” APPROVAL OF EACH OF THE CHARTER AMENDMENTS IN THE CHARTER AMENDMENTS PROPOSAL.

Interests of ExcelFin’s Directors

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 directors and officers have interests in the Business Combination that may conflict with your interests as a stockholder. See the section entitled “Business Combination Proposal — Interests of ExcelFin’s Directors and Officers and Others in the Business Combination” for a further discussion of these considerations.

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THE ADVISORY CHARTER AMENDMENT PROPOSAL

Overview

In connection with the Business Combination, ExcelFin is asking its stockholders to vote upon, on a non-binding advisory basis, proposals to approve certain governance provisions contained in the Post-Closing PubCo Governing Documents. This separate vote is not otherwise required by Delaware law separate and apart from the Charter Amendments Proposal but, pursuant to SEC guidance, ExcelFin is required to submit these provisions to its stockholders separately for approval, allowing stockholders the opportunity to present their separate views on important governance provisions. However, the stockholder votes regarding these proposals are advisory votes, and are not binding on ExcelFin or the Board (separate and apart from the approval of the Charter Proposal). In the judgment of the Board, these provisions are necessary to adequately address the needs of PubCo. Furthermore, the Business Combination is not conditioned on the separate approval of the Advisory Charter Amendment Proposal (separate and apart from approval of the Charter Amendments Proposal).

ExcelFin stockholders will be asked to approve, on a non-binding advisory basis, the following material differences between the Post-Closing PubCo Governing Documents and the existing ExcelFin Charter, which are being presented in accordance with the requirements of the SEC as a separate sub-proposal (the “Advisory Charter Amendment Proposal”):

Advisory Charter Amendment Proposal A — To provide for a single class of shares in the share capital of PubCo and a greater number of authorized PubCo Ordinary Shares than the ExcelFin Charter authorized.

Reasons for the Advisory Charter Amendments

Advisory Charter Amendment Proposal A

The principal purpose of this Charter Amendment is to authorize a single class of shares in the share capital of PubCo and a greater number of authorized PubCo Ordinary Shares than the ExcelFin Charter authorized. The greater number of authorized PubCo Ordinary Shares will be used to issue shares pursuant to the Business Combination Agreement, to the employees, directors, and consultants of PubCo and its subsidiaries under any incentive plan adopted, each as proposed to be adopted by PubCo in connection with the Business Combination, and for general corporate purposes. Additionally, the Board believes that it is important for the Combined Entity to have available for issuance a number of authorized PubCo Ordinary Shares sufficient to support the growth of the Combined Entity and to provide flexibility for future corporate needs (including, if needed, as part of financing for future growth acquisitions). The Board also believes that a single class of ordinary shares provides a cleaner capital structure and suits the Combined Entity’s requirements following the consummation of the Business Combination.

Notwithstanding the foregoing, authorized but unissued shares of PubCo Ordinary Shares may enable the Combined Entity’s board of directors to render it more difficult or to discourage an attempt to obtain control of the Combined Entity and thereby protect continuity of or entrench its management, which may negatively impact the market price of the PubCo Ordinary Shares. If, in the due exercise of its fiduciary obligations, for example, the Combined Entity’s board of directors were to determine that a takeover proposal was not in the best interests of Combined Entity, such shares could be issued by the board of directors without shareholders’ approval in one or more private placements or other transactions that might prevent or render more difficult or make more costly the completion of any attempted takeover transaction by diluting voting or other rights of the proposed acquirer or insurgent stockholder group, by creating a substantial voting bloc in institutional or other hands that might support the position of the incumbent board of directors, by effecting an acquisition that might complicate or preclude the takeover, or otherwise. The authorization of additional shares will, however, enable Combined Entity to have the flexibility to authorize the issuance of shares in the future for financing its business, for acquiring other businesses, for forming strategic partnerships and alliances and for stock dividends and stock splits. PubCo currently has no such plans, proposals, or arrangements, written or otherwise, to issue any of the additional authorized shares for such purposes.

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Vote Required for Approval

The Advisory Charter Amendment Proposal requires the affirmative vote of a majority of the votes cast by stockholders present in person or represented by proxy and entitled to vote thereon at the Special Meeting (by virtual attendance). An abstention will be counted towards the quorum requirement but will not count as a vote cast at the Special Meeting. A broker non-vote will neither be counted towards the quorum requirement (as the Proposals we believe will be considered as non-discretionary) nor count as a vote cast in the Special Meeting.

The approval and adoption of the Advisory Charter Amendment Proposal is non-binding and not conditioned on any other Proposal at the Special Meeting.

Recommendation of Our Board

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT OUR STOCKHOLDERS VOTE “FOR” APPROVAL OF EACH OF THE ADVISORY CHARTER AMENDMENTS IN THE ADVISORY CHARTER AMENDMENTS PROPOSAL.

Interests of ExcelFin’s Directors

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 directors and officers have interests in the Business Combination that may conflict with your interests as a stockholder. See the section entitled “Business Combination Proposal — Interests of ExcelFin’s Directors and Officers and Others in the Business Combination” for a further discussion of these considerations.

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THE ADJOURNMENT PROPOSAL

The Adjournment Proposal, if adopted, will allow our Board to adjourn the Special Meeting to a later date or dates to permit further solicitation of proxies. The Adjournment Proposal will only be presented to our stockholders in the event that, at the time of the Special Meeting, ExcelFin is unable to consummate the Business Combination for any reason.

Consequences if the Adjournment Proposal is Not Approved

If the Adjournment Proposal is presented at the Meeting and is not approved by the stockholders of ExcelFin, the Board may not be able to adjourn the Meeting to a later date in the event, based on the tabulated votes, that there are not sufficient votes at the time of the Meeting to approve the Business Combination Proposal and the Charter Amendments Proposal. In such event, the Business Combination may not be completed.

Resolution to be Voted Upon

The full text of the resolution to be proposed is as follows:

“RESOLVED, that the adjournment of the meeting to a later date or dates, if necessary, be determined by the chairman of the meeting to permit further solicitation and vote of proxies if it is determined by the Board that more time is necessary or appropriate to approve one or more Proposals at the meeting be adopted and approved in all respects.”

Adoption of the Adjournment Proposal is not conditioned upon the adoption of any of the other Proposals.

Required Vote

The approval of the Adjournment Proposal requires the affirmative vote of a majority of the votes cast by stockholders present in person or represented by proxy and entitled to vote thereon at the Special Meeting (by virtual attendance). An abstention will be counted towards the quorum requirement but will not count as a vote cast at the Special Meeting. A broker non-vote will neither be counted towards the quorum requirement (as the Proposals we believe will be considered as non-discretionary) nor count as a vote cast in the Special Meeting.

The approval and adoption of the Adjournment Proposal is not a condition for nor conditioned on the approval of any other Proposal at the Special Meeting.

Recommendation of Our Board

IF THE ADJOURNMENT RESOLUTION IS PRESENTED TO OUR STOCKHOLDERS, OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT OUR STOCKHOLDERS VOTE “FOR” THE APPROVAL OF THE ADJOURNMENT PROPOSAL.

Interests of ExcelFin’s Directors

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 directors and officers have interests in the Business Combination that may conflict with your interests as a stockholder. See the section titled “Business Combination Proposal — Interests of ExcelFin’s Directors and Officers and Others in the Business Combination” for a further discussion of these considerations.

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MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS

Subject to the qualifications, assumptions and limitations in the opinion attached as Exhibit 8.1 to the registration statement of which this proxy statement/prospectus is a part, the statements of law and legal conclusions set forth below represent the opinion of Allen Overy Shearman Sterling US LLP.

Subject to the limitations and qualifications set forth herein, the following is a summary of the material U.S. federal income tax consequences to beneficial owners of ExcelFin Class A Common Stock (which in this section we refer to as “Common Stock”) and ExcelFin Public Warrants (collectively, “ExcelFin Securities”) with respect to (i) an election by the holders of shares of Common Stock to have ExcelFin redeem such shares for cash, (ii) the First Merger and (iii) the post-Business Combination ownership and disposition of PubCo Ordinary Shares and PubCo Warrants (collectively, “PubCo Securities”) acquired pursuant to the First Merger. This summary applies only to holders of ExcelFin Securities that hold their ExcelFin Securities as capital assets for U.S. federal income tax purposes (generally, property held for investment). This summary is general in nature and does not constitute tax advice. This summary does not discuss all aspects of U.S. federal income taxation that might be relevant to a particular holder of ExcelFin Securities in light of such holder’s individual circumstances or status, nor does it address tax consequences applicable to holders of ExcelFin Securities subject to special rules, such as:

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the Sponsor or any direct or indirect member thereof;

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dealers in securities or foreign currency;

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persons who purchase PubCo Securities as part of the potential PIPE Investment;

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broker-dealers;

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traders in securities that elect to use a mark-to-market method of accounting;

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tax-exempt organizations;

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financial institutions, banks or trusts;

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mutual funds;

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life insurance companies, real estate investment trusts and regulated investment companies;

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holders that actually or constructively own 10% or more of ExcelFin’s voting stock;

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holders that hold ExcelFin Securities or PubCo Securities as part of a hedge, straddle, constructive sale, conversion transaction or other integrated investment;

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holders that have a functional currency other than the U.S. dollar;

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holders that received ExcelFin Securities or PubCo Securities through the exercise of employee stock options, through a tax-qualified retirement plan or otherwise as compensation;

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U.S. expatriates;

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controlled foreign corporations;

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persons subject to special tax accounting rules as a result of any item of gross income with respect to Common Stock being taken into account in an applicable financial statement;

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passive foreign investment companies; or

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pass-through entities or investors in pass-through entities.

This summary is based on the Code, applicable Treasury regulations thereunder, and judicial and administrative interpretations thereof, all as in effect as of the date of this proxy statement/prospectus, and all of which may change, possibly with retroactive effect. Any such change could impact the conclusions discussed below. This summary does not address U.S. federal taxes other than those pertaining to U.S. federal income taxation (such as estate or gift taxes, the alternative minimum tax or the Medicare tax on investment income), nor does it address any aspects of U.S. state or local or non-U.S. taxation.

ExcelFin has not and does not intend to seek any rulings from the IRS regarding the subjects addressed in this summary. There can be no assurance that the IRS will not take positions inconsistent with the

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consequences discussed below or that any such positions would not be sustained by a court. Neither ExcelFin’s nor Baird Medical’s counsel will provide an opinion as to whether the Business Combination will qualify for the treatment described herein.

If a partnership (or any entity or arrangement characterized as a partnership for U.S. federal income tax purposes) holds ExcelFin Securities or PubCo Securities, the tax treatment of such partnership and any person treated as a partner of such partnership will generally depend on the status of the partner and the activities of the partnership. Partnerships that hold ExcelFin Securities or PubCo Securities and persons that are treated as partners of such partnerships should consult their own tax advisors as to the particular U.S. federal income tax consequences to them of an exercise of redemption rights or the Business Combination.

Subject to the limitations and qualifications set forth herein, the Second Merger is not expected to give rise to U.S. federal income tax consequences to the beneficial owners of ExcelFin Securities or impact the following summary of the material U.S. federal income tax consequences.

ALL HOLDERS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS REGARDING THE TAX CONSEQUENCES OF AN EXERCISE OF REDEMPTION RIGHTS, THE BUSINESS COMBINATION AND OTHER EVENTS DESCRIBED BELOW, INCLUDING THE EFFECTS OF U.S. FEDERAL, STATE AND LOCAL AND NON-U.S. TAX LAWS.

U.S. Holders

For purposes of this summary, a U.S. holder means a beneficial owner of ExcelFin Securities or PubCo Securities that is, for U.S. federal income tax purposes:

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an individual who is a citizen or resident of the United States;

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a corporation (or other entity that is treated as a corporation for U.S. federal income tax purposes) organized in or under the laws of the United States or any state therein or the District of Columbia;

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an estate the income of which is includible in gross income for U.S. federal income tax purposes regardless of its source; or

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a trust (i) that is subject to the primary supervision of a court within the United States and all substantial decisions of which are controlled by one or more U.S. persons or (ii) that has a valid election in effect under applicable Treasury regulations to be treated as a U.S. person.

U.S. Federal Income Tax Treatment of PubCo

Tax Residence of PubCo for U.S. Federal Income Tax Purposes

Although PubCo is incorporated and tax resident in the Cayman Islands, following the closing of the First Merger the IRS may assert that it should be treated as a U.S. corporation for U.S. federal income tax purposes pursuant to Section 7874 of the Code. For U.S. federal income tax purposes, a corporation is generally considered a U.S. “domestic” corporation if it is created or organized in or under the laws of the U.S., any state thereof, or the District of Columbia. Because PubCo is not so created or organized (but is instead incorporated only in the Cayman Islands), it would generally be classified as a foreign corporation (that is, a corporation other than a U.S. “domestic” corporation) under these rules. Section 7874 of the Code provides an exception to this general rule under which a non-U.S. incorporated entity may, in certain circumstances, be treated as a U.S. corporation for U.S. federal income tax purposes. The Section 7874 rules are complex and require analysis of all relevant facts, and there is limited guidance and significant uncertainties as to their application.

Under Section 7874 of the Code, a corporation created or organized outside the U.S. (i.e., a foreign corporation) will nevertheless be treated as a U.S. corporation for U.S. federal income tax purposes when (i) the foreign corporation directly or indirectly acquires substantially all of the assets held directly or indirectly by a U.S. corporation (including the indirect acquisition of assets of the U.S. corporation by acquiring the outstanding shares of the U.S. corporation), (ii) the shareholders of the acquired U.S. corporation hold, by vote or value, at least 80% of the shares of the foreign acquiring corporation after the acquisition by reason of holding shares in the U.S. acquired corporation (the “Section 7874 Percentage”), and (iii) the foreign

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corporation’s “expanded affiliated group” does not have substantial business activities in the foreign corporation’s country of creation or organization relative to such expanded affiliated group’s worldwide activities (the “Substantial Business Activities Exception”). In order to satisfy the Substantial Business Activities Exception, at least 25% of the employees (by headcount and compensation), real and tangible assets, and gross income of the foreign acquiring corporation’s “expanded affiliated group” must be based, incurred, located, and derived, respectively, in the country in which the foreign acquiring corporation is created or organized. The Section 7874 Treasury regulations further provide for a number of special rules that aggregate multiple acquisitions of U.S. corporations for purposes of Section 7874 of the Code that are made as part of a plan or made over a 36-month period, making it more likely that Section 7874 of the Code will apply to a foreign acquiring corporation.

PubCo will indirectly acquire substantially all of the assets of ExcelFin through the First Merger. As a result, Section 7874 of the Code potentially could apply to cause PubCo to be treated as a U.S. corporation for U.S. federal income tax purposes following the First Merger depending on whether the Section 7874 Percentage equals or exceeds 80%, subject to the applicability of the Substantial Business Activities Exception.

Based upon the terms of the First Merger, the rules for determining share ownership under Section 7874 of the Code and the Section 7874 of the Treasury regulations, and certain factual assumptions, ExcelFin and PubCo currently expect that the Section 7874 Percentage of ExcelFin stockholders in PubCo should be less than 80% after the First Merger. Accordingly, PubCo is not expected to be treated as a U.S. corporation for U.S. federal income tax purposes under Section 7874 of the Code. The calculation of the Section 7874 Percentage is complex, is subject to detailed regulations (the application of which is uncertain in various respects and could be impacted by changes in U.S. tax laws and regulations with possible retroactive effect), and is subject to certain factual uncertainties. Whether the Section 7874 Percentage is less than 80% must be finally determined after completion of the First Merger, by which time there could be adverse changes to the relevant facts and circumstances. Accordingly, there can be no assurance that the IRS will not challenge the status of PubCo as a foreign corporation under Section 7874 of the Code or that such challenge would not be sustained by a court. Neither ExcelFin’s nor Baird Medical’s counsel will provide an opinion as to the application of Section 7874 of the Code to the First Merger.

If the IRS were to successfully challenge PubCo’s status as a foreign corporation for U.S. federal income tax purposes under Section 7874 of the Code, PubCo and certain PubCo shareholders could be subject to significant adverse tax consequences, including a higher effective corporate income tax rate on PubCo and future withholding taxes on certain PubCo shareholders. In particular, holders of PubCo Securities would be treated as holders of stock and warrants, as the case may be, of a U.S. corporation.

The remainder of this discussion assumes that PubCo will not be treated as a U.S. corporation for U.S. federal income tax purposes under Section 7874 of the Code.

Utilization of ExcelFin’s Tax Attributes and Certain Other Adverse Tax Consequences to PubCo and PubCo’s Shareholders.

Following the acquisition of a U.S. corporation by a foreign corporation, Section 7874 of the Code can limit the ability of the acquired U.S. corporation and its U.S. affiliates to use U.S. tax attributes (including net operating losses and certain tax credits) to offset U.S. taxable income resulting from certain transactions, as well as result in certain other adverse tax consequences, even if the acquiring foreign corporation is respected as a foreign corporation for purposes of Section 7874 of the Code. Specifically, Section 7874 of the Code can apply in this manner if (i) the foreign corporation acquires, directly or indirectly, substantially all of the properties held directly or indirectly by a U.S. corporation, (ii) after the acquisition, the former shareholders of the acquired U.S. corporation hold at least 60% (by either vote or value) but less than 80% (by vote and value) of the shares of the foreign acquiring corporation by reason of holding shares in the acquired U.S. corporation, and (iii) the foreign corporation’s “expanded affiliated group” does not meet the Substantial Business Activities Exception.

Based upon the terms of the First Merger, the rules for determining share ownership under Section 7874 of the Code and the Section 7874 Treasury regulations, and certain factual assumptions, ExcelFin and PubCo currently expect that the Section 7874 Percentage should be less than 60% after the First Merger. Accordingly, the limitations and other rules described above are not expected to apply to PubCo or ExcelFin after the First Merger.

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If the Section 7874 Percentage applicable to the First Merger is at least 60% but less than 80%, PubCo and certain of PubCo’s shareholders may be subject to adverse tax consequences including, but not limited to, restrictions on the use of tax attributes with respect to “inversion gain” recognized over a 10-year period following the transaction, disqualification of dividends paid from preferential “qualified dividend income” rates, and the requirement that any U.S. corporation owned by PubCo include as “base erosion payments” that may be subject to a minimum U.S. federal income tax any amounts treated as reductions in gross income paid to certain related foreign persons. Furthermore, certain “disqualified individuals” (including officers and directors of a U.S. corporation) may be subject to an excise tax on certain stock-based compensation at a rate of 20%. Finally, ExcelFin (or related U.S. corporations) would be subject to an excise tax of 1% of the fair market value of stock redeemed by PubCo under Section 4501 of the Code. Although the availability of tax attributes to offset “inversion gain” is limited, as a blank check company whose assets are primarily comprised of cash and cash equivalents, it is not expected that ExcelFin will have a significant amount of inversion gain as a result of the First Merger. However, no assurances can be given that inversion gain will not arise in the 10-year period following the transaction.

The determination that the Section 7874 Percentage should be less than 60% after the First Merger is subject to detailed regulations (the application of which is uncertain in various respects and would be impacted by future changes in tax laws and regulations, with possible retroactive effect) and is subject to certain factual uncertainties. Whether the Section 7874 Percentage is less than 60% must be finally determined after completion of the First Merger, by which time there could be adverse changes to the relevant facts and circumstances. Accordingly, there can be no assurance that the IRS will not challenge whether PubCo is subject to the above rules or that such a challenge would not be sustained by a court. Neither ExcelFin’s nor Baird Medical’s counsel will provide an opinion as to the application of Section 7874 of the Code to the First Merger. If the IRS successfully applied these rules to PubCo, significant adverse tax consequences could result for PubCo and for certain PubCo shareholders, including a higher effective corporate tax rate on PubCo U.S. holders.

Redemption of Shares of Common Stock

If the Business Combination takes place in connection with a redemption of Common Stock, the U.S. federal income tax consequences to a U.S. holder that exercises its redemption rights to receive cash from the Trust Account (which we refer to in this section also as the “Trust Account”) in exchange for all or a portion of its shares of Common Stock will generally depend on whether such redemption is treated as a sale or exchange of Common Stock under Section 302(a) of the Code. Whether the redemption qualifies as a sale or exchange of the shares of Common Stock or is treated as a distribution with respect to the shares of Common Stock will depend on the total amount of Common Stock treated as held by the U.S. holder (including any shares constructively owned by the U.S. holder, as discussed below) relative to all of Common Stock outstanding both before and after the redemption (including any shares of Common Stock owned by PubCo after the Business Combination). The redemption of shares of Common Stock will generally be treated as a sale or exchange (rather than as a distribution) if the redemption (i) is “substantially disproportionate” with respect to the U.S. holder, (ii) results in a “complete termination” of the U.S. holder’s interest in ExcelFin or (iii) is “not essentially equivalent to a dividend” with respect to the U.S. holder. These tests are explained more fully below.

In determining whether any of the foregoing tests are satisfied, a U.S. holder generally should take into account not only shares actually owned by such U.S. holder, but also shares of Common Stock constructively owned by it through PubCo. A U.S. holder may constructively own, in addition to shares owned directly, shares owned by certain family members of such U.S. holder (in the case of an individual) and entities in which the U.S. holder has an interest or that have an interest in such U.S. holder (if not an individual), as well as any shares the U.S. holder has a right to acquire by exercise of an option, which would generally include shares of Common Stock or PubCo Ordinary Shares, which could be acquired pursuant to the exercise of the ExcelFin Public Warrants or PubCo Warrants, respectively.

There will be a complete termination of a U.S. holder’s interest if either (i) all of the shares of Common Stock actually and constructively owned by the U.S. holder are redeemed or (ii) all of the shares of Common Stock actually owned by the U.S. holder are redeemed and the U.S. holder is eligible to waive, and effectively waives in accordance with specific rules, the attribution of shares owned by certain family members and the

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U.S. holder does not constructively own any other shares. In order to meet the “substantially disproportionate” test, the percentage of outstanding voting stock actually or constructively owned by a U.S. holder immediately following the redemption generally must be less than 80% of the voting stock actually or constructively owned by such U.S. holder immediately prior to the redemption (for this purpose, the shares outstanding after the redemption should take into account shares issued by PubCo in the Business Combination). Prior to the Business Combination, Ordinary Shares may not be treated as voting shares for this purpose and, consequently, this substantially disproportionate test may not be applicable. A redemption will not be essentially equivalent to a dividend if the redemption results in a “meaningful reduction” of the U.S. holder’s proportionate interest in ExcelFin. Whether a redemption will result in a meaningful reduction in a U.S. holder’s proportionate interest in ExcelFin will depend on such holder’s particular facts and circumstances. However, the IRS has indicated in a published ruling that even a small reduction in the proportionate interest of a minority stockholder in a publicly held corporation who exercises no control over corporate affairs may constitute such a “meaningful reduction.” A U.S. holder should consult with its tax advisors as to the tax consequences of a redemption.

If the redemption qualifies as a sale of stock by the U.S. holder under Section 302 of the Code, the U.S. holder generally will be required to recognize gain or loss in an amount equal to the difference, if any, between (i) the sum of the amount of cash and the fair market value of any property received and (ii) the U.S. holder’s adjusted tax basis in the shares of 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. Any such capital gain or loss will generally be long-term capital gain or loss if the U.S. holder’s holding period for such Common Stock exceeds one year. It is unclear, however, whether the redemption rights of a U.S. holder with respect to the Common Stock may suspend the running of the applicable holding period for this purpose. If the running of the holding period is suspended, then non-corporate U.S. holders may not be able to satisfy the one year holding period requirement for long-term capital gain treatment, in which case any gain on a sale or taxable disposition of the Common Stock would be subject to short-term capital gain treatment and would be taxed at regular ordinary income tax rates. Long-term capital gains recognized by non-corporate U.S. holders may be taxed at reduced rates. The deductibility of capital losses is subject to limitations. A U.S. holder’s tax basis in such holder’s shares of Common Stock generally will equal the cost of such shares. A U.S. holder that purchased ExcelFin Units would have been required to allocate the cost of such units between the shares of Common Stock and the ExcelFin Public Warrants comprising the units based on their relative fair market values at the time of the purchase.

If the redemption does not qualify as a sale of stock under Section 302 of the Code, then the U.S. holder will be treated as receiving a corporate distribution. Such distribution generally will constitute a dividend for U.S. federal income tax purposes to the extent paid from current or accumulated earnings and profits of ExcelFin, as determined under U.S. federal income tax principles. Distributions in excess of current and accumulated earnings and profits will constitute a return of capital that will be applied against and reduce (but not below zero) the U.S. holder’s adjusted tax basis in such U.S. holder’s Common Stock. Any remaining excess will be treated as gain realized on the sale or other disposition of the Common Stock. After the application of the foregoing rules, any remaining tax basis of the U.S. holder in the redeemed Common Stock will be added to the U.S. holder’s adjusted tax basis in its remaining stock, or, to the basis of stock constructively owned by such holder if the stock actually owned by the holder is completely redeemed. Dividends deemed paid by ExcelFin to a U.S. holder that is a taxable corporation generally will qualify for the dividends received deduction if the requisite holding period is satisfied. With certain exceptions, and provided certain holding period requirements are met, dividends deemed paid by ExcelFin to a non-corporate U.S. holder generally will constitute “qualified dividends” that will be subject to tax at the rates accorded to long-term capital gains. It is unclear whether the redemption rights with respect to the Common Stock described in this proxy statement/prospectus may prevent a U.S. holder from satisfying the applicable holding period requirements with respect to the dividends received deduction or the preferential tax rate on qualified dividend income, as the case may be.

A U.S. holder should consult with its own tax advisors as to the tax consequences of a redemption.

The First Merger

The surrender by a U.S. holder of the shares of Common Stock in exchange for the PubCo Ordinary Shares pursuant to the First Merger is expected to qualify as a tax-free non-recognition transaction pursuant

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to Section 351(a) of the Code. As such, provided that the Business Combination qualifies as an exchange pursuant to Section 351(a),a U.S. holder that exchanges its Common Stock in the First Merger for PubCo Ordinary Shares generally will not recognize any gain or loss on such exchange. However, the provisions of Section 351(a) 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 that are beyond our control. Accordingly, there can be no assurance that the 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, as is expected, the Business Combination qualifies as an exchange pursuant to Section 351(a), then a U.S. holder that exchanges its Common Stock in the First Merger for PubCo Ordinary Shares generally will not recognize any gain or loss on such exchange. In such case, the aggregate adjusted tax basis of the PubCo Ordinary Shares received by a U.S. holder in the First Merger should be equal to the aggregate adjusted tax basis of the shares of Common Stock surrendered by such U.S. holder in the First Merger. In addition, the holding period of such PubCo Ordinary Shares should include the period during which the shares of Common Stock, surrendered in the First Merger, were held by such U.S. holder, although the running of the holding period for the shares of Common Stock may be suspended as a result of any redemption rights with respect thereto.

In the event that the Business Combination does not qualify as a non-recognition transaction pursuant to Section 351 of the Code, the First Merger generally will be treated as a taxable sale or exchange of Common Stock by U.S. holders in exchange for PubCo Ordinary Shares. In such case, subject to the discussion of backup withholding below, a U.S. holder generally will recognize capital gain or loss in an amount equal to the difference between the amount realized and the U.S. holder’s adjusted tax basis in its shares of Common Stock. Any such capital gain or loss generally will be long term capital gain or loss if the U.S. holder’s holding period in the shares of Common Stock exceeds one year. Long-term capital gains recognized by non-corporate U.S. holders will be eligible to be taxed at preferential rates. The deductibility of capital losses realized by a U.S. holder on a taxable sale or exchange of Common Stock is subject to certain limitations.

Generally the amount of gain or loss recognized by a U.S. holder on a taxable sale or exchange of Common Stock pursuant to the First Merger will be an amount equal to the difference between (i) the fair market value of the PubCo Ordinary Shares received by the U.S. Holder in the First Merger and (ii) the U.S. holder’s adjusted tax basis in Common Stock surrendered thereof. A U.S. holder’s adjusted tax basis in the shares of Common Stock generally will equal the U.S. holder’s acquisition cost of such shares, reduced by any prior distributions with respect to such shares treated as a return of basis.

The appropriate U.S. federal income tax treatment of the disposition of ExcelFin Public Warrants in exchange for PubCo Warrants in connection with the First Merger 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 Warrants held by such U.S. holder immediately following the First Merger and the adjusted tax basis of the ExcelFin Public Warrants held by such U.S. holder immediately prior to the First Merger. 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 First 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 First 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”

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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.

No ruling was obtained from the IRS regarding the U.S. federal income tax consequences of the Business Combination, including the tax consequences described herein, and no assurance can be given that the IRS will agree with the views expressed herein, or that a court will not sustain any challenge by the IRS with respect to conclusions expressed herein in the event of litigation.

Section 367(a)

Section 367(a) of the Code and the Treasury regulations promulgated thereunder generally require a U.S. holder of stock in a U.S. corporation to recognize gain (but not loss) when such stock is exchanged for stock of a non-U.S. corporation in an exchange that would otherwise qualify for nonrecognition treatment, unless certain conditions are met. U.S. holders of Common Stock will be deemed to transfer shares of such stock to PubCo in exchange for PubCo Ordinary Shares, and Section 367(a) would require gain (but not loss) recognition by such stockholders unless each of the following conditions is met: (i) the U.S. corporation complies with certain reporting requirements; (ii) no more than 50% of both the total voting power and the total value of the stock of PubCo is received in the exchange, in the aggregate, by “U.S. transferors” (as defined in the Treasury regulations), computed by taking into account direct, indirect and constructive ownership; (iii) no more than 50% of each of the total voting power and the total value of the stock of PubCo is owned, in the aggregate, immediately after the exchange by “U.S. persons” (as defined in the Treasury regulations) that are officers, directors or “five-percent target shareholders” of ExcelFin (as defined in the Treasury regulations), computed by taking into account direct, indirect and constructive ownership; (iv) either (A) the U.S. holder is not a “five-percent transferee shareholder” of PubCo (as defined in the Treasury regulations) or (B) the U.S. holder is a “five-percent transferee shareholder” of PubCo and enters into an agreement with the IRS to recognize gain on the transferred Common Stock under certain circumstances; and (v) the “active trade or business test” as defined in Treasury Regulation Section 1.367(a)-3(c)(3) is satisfied. The active trade or business test generally requires (A) PubCo or any qualified subsidiary of PubCo to be engaged in an “active trade or business” outside of the United States for the 36-month period immediately before the transfer and neither the transferors nor PubCo to have an intention to substantially dispose of or discontinue such trade or business and (B) the fair market value of PubCo to be at least equal to the fair market value of ExcelFin, as specifically determined for purposes of Section 367 of the Code, at the time of the transfer.

It is currently expected that conditions (i), (ii), (iii) and (v) above will be met, but the application of such rules is complex and depends on factors that cannot be determined until the closing of the First Merger. As such, neither ExcelFin’s nor Baird Medical’s counsel will provide an opinion as to whether the First Merger will or will not be subject to Section 367(a) of the Code. PubCo expects, but can provide no assurances, that Section 367(a) of the Code will not apply with respect to the exchange of Common Stock for PubCo Ordinary Shares (subject to entry into gain recognition agreements by any “five-percent transferee shareholder” of PubCo required to enter into such an agreement to preserve tax- free treatment under Section 367 of the Code). U.S. holders are cautioned that the potential application of Section 367(a) of the Code to the First Merger is complex and depends on factors that cannot be determined until the closing of the First Merger and upon the interpretation of legal authorities and facts relating to the Business Combination. U.S. holders should consult with their own tax advisors regarding the potential application of Section 367(a) of the Code in their particular situation.

To the extent that a U.S. holder of Common Stock is required to recognize gain under Section 367(a) for any of the foregoing reasons, such U.S. holder would recognize gain, if any, in the First Merger in an amount equal to the excess of (i) the sum of the fair market value of the PubCo Ordinary Shares (and, if such holder’s ExcelFin Public Warrants convert to PubCo Warrants, the fair market value of the PubCo Warrants) received by such holder, over (ii) such holder’s adjusted tax basis in the Common Stock (and ExcelFin Public Warrants, if any) exchanged therefor. Any such gain would be capital gain, and generally would be long-term capital gain if the U.S. holder’s holding period for the Common Stock (and ExcelFin Public Warrants, if any) exceeds one year at the time of the First Merger.

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Reporting Requirements

A U.S. holder may be required to file an IRS Form 926 to report a transfer or deemed transfer of property to PubCo. In addition, if the various exchanges described above qualify as a non-recognition transaction pursuant to Section 351(a) of the Code, each “significant transferor” must include a statement on or with such transferor’s U.S. federal income tax return for the taxable year of the First Merger. For this purpose, a significant transferor is generally a person that transferred property to a corporation and received stock of the transferee corporation if, immediately after the exchange, such person (i) owns at least five percent (5%) (by vote or value) of the total outstanding stock of the transferee corporation if the stock owned by such person is publicly traded, or (ii) owns at least one percent (1%) (by vote or value) of the total outstanding stock of the transferee corporation if the stock owned by such person is not publicly traded. It is expected that PubCo Ordinary Shares will be publicly traded for this purpose.

Taxation of Distributions on PubCo Ordinary Shares

After the Business Combination, PubCo may make distributions with respect to its stock. Subject to the discussion below under “— Passive Foreign Investment Company Rules,” a U.S. holder generally will be required to include in gross income as dividends the amount of any distribution (except certain distributions of common stock or warrants to acquire common stock) paid on the PubCo Ordinary Shares. A distribution on such shares generally will be treated as a dividend for U.S. federal income tax purposes to the extent the distribution is paid out of PubCo’s current and/or accumulated earnings and profits (as determined under U.S. federal income tax principles). Because PubCo does not maintain, nor is it required to maintain, calculations of its earnings and profits under U.S. federal income tax principles, it is expected that any distributions generally will be reported to U.S. holders as dividends. Any such dividends generally will not be eligible for the dividends received deduction allowed to corporations in respect of dividends received from other U.S. corporations. Dividends paid to a non-corporate U.S. holder generally will constitute “qualified dividend income” within the meaning of Section 1(h)(11) of the Code if the PubCo Ordinary Shares are readily tradable on an established securities market in the United States, and, provided certain requirements are met, such dividend will be subject to tax at the maximum tax rate afforded to long-term capital gains. The PubCo Ordinary Shares will generally be considered to be readily tradable on an established securities market in the United States if they are listed on NASDAQ, which we anticipate the PubCo Ordinary Shares will be. Therefore, subject to the discussion below under “— Passive Foreign Investment Company Rules” and the discussion above under “— Utilization of ExcelFin’s Tax Attributes and Certain Other Adverse Tax Consequences to PubCo and PubCo’s Shareholders,” if the PubCo Ordinary Shares are readily tradable on an established securities market in the United States, dividends paid on PubCo Ordinary Shares will generally be “qualified dividend income” in the hands of non-corporate U.S. Holders, provided that certain conditions are met.

Non-corporate U.S. holders that do not meet a minimum holding period requirement or that elect to treat the dividend income as “investment income” pursuant to Section 163(d)(4) of the Code (dealing with the deduction for investment interest expense) will not be eligible for the reduced rates of taxation applicable to qualified dividend income. In addition, the rate reduction will not apply to dividends if the recipient of a dividend is obligated to make related payments with respect to positions in substantially similar or related property. This disallowance applies even if the minimum holding period has been met.

In the event that PubCo is deemed to be a PRC resident enterprise under the EIT Law, a U.S. holder may be subject to PRC withholding taxes on dividends paid on PubCo Ordinary Shares. Depending on the U.S. holder’s particular facts and circumstances and subject to a number of complex conditions and limitations, PRC withholding taxes on dividends that are non-refundable under the Agreement Between the Government of The United States of America and the Government of the People’s Republic of China for the Avoidance of Double Taxation and the Prevention of Tax Evasion with Respect to Taxes on Income (the “Treaty”) may be treated as foreign taxes eligible for credit against a U.S. holder’s U.S. federal income tax liability. Pursuant to recently issued Treasury regulations, however, if a U.S. holder is not eligible for the benefits of the Treaty or does not elect to apply the Treaty, then such holder may not be able to claim a foreign tax credit arising from any PRC withholding taxes on dividends paid on PubCo Ordinary Shares. The rules regarding foreign tax credits and deduction of foreign taxes are complex. U.S. holders should consult their tax advisors regarding the availability of a foreign tax credit or deduction in light of their particular circumstances, including their eligibility for benefits under the Treaty, and the potential impact of the recently issued Treasury regulations.

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Gain or Loss on Sale, Taxable Exchange or Other Taxable Disposition of PubCo Securities

After the Business Combination, U.S. holders of PubCo Securities may sell or dispose of their PubCo Securities. Subject to the discussion below under “— Passive Foreign Investment Company Rules,” upon a sale or other taxable disposition of PubCo Securities, a U.S. holder generally will recognize capital gain or loss in an amount equal to the difference between the amount realized and the U.S. holder’s adjusted tax basis in the security.

Any such capital gain or loss generally will be long-term capital gain or loss if the U.S. holder’s holding period in the PubCo Security exceeds one year. It is unclear, however, whether the redemption rights with respect to the shares of Common Stock described in this proxy statement/prospectus may suspend the running of the applicable holding period with respect to the shares of Common Stock for this purpose. Long-term capital gains recognized by non-corporate U.S. holders will be eligible to be taxed at reduced rates. The deductibility of capital losses realized by a U.S. holder on a sale or other taxable disposition of PubCo Securities is subject to certain limitations.

Generally, the amount of gain or loss recognized by a U.S. holder on a sale or other taxable disposition of the PubCo Securities is an amount equal to the difference between (i) the sum of the amount of cash and the fair market value of any property received in such sale or disposition and (ii) the U.S. holder’s adjusted tax basis in the applicable PubCo Securities so sold or disposed. A U.S. holder’s adjusted tax basis in the PubCo Securities generally will equal the U.S. holder’s acquisition cost of such shares, subject to the discussion in “— U.S. Holders — The First Merger” above. See “— Exercise, Lapse or Redemption of a PubCo Warrant” below for a discussion regarding a U.S. holder’s basis in PubCo Warrants acquired pursuant to the exercise of a warrant.

If PubCo is deemed to be a PRC resident enterprise under the EIT Law, gains from the disposition of PubCo Securities may be subject to PRC income tax. Such gains will generally be U.S. source gains for U.S. foreign tax credit purposes. If a U.S. holder is eligible for the benefits of the Treaty, such holder may be able to elect to treat such gain as PRC source income under the Treaty. Pursuant to recently issued Treasury regulations, however, if a U.S. holder is not eligible for the benefits of the Treaty or does not elect to apply the Treaty, then such holder may not be able to claim a foreign tax credit arising from any PRC tax imposed on the disposition of PubCo Securities. The rules regarding foreign tax credits and deduction of foreign taxes are complex. U.S. holders should consult their tax advisors regarding the availability of a foreign tax credit or deduction in light of their particular circumstances, including their eligibility for benefits under the Treaty, and the potential impact of the recently issued Treasury regulations.

Exercise, Lapse or Redemption of a PubCo Warrant

Subject to the discussion below under “— Passive Foreign Investment Company Rules,” and except as discussed below with respect to the cashless exercise of a PubCo Warrant, a U.S. holder generally will not recognize gain or loss upon the acquisition of a PubCo Ordinary Share on the exercise of a warrant for cash. A U.S. holder’s tax basis in a PubCo Ordinary Share received upon exercise of the PubCo Warrant generally will equal the sum of the U.S. holder’s tax basis in the PubCo Warrant and the exercise price. It is unclear whether a U.S. holder’s holding period for the PubCo Ordinary Share will commence on the date of exercise of the warrant or the day following the date of exercise of the warrant; in either case, the holding period will not include the period during which the U.S. holder held the PubCo Warrant. If a PubCo Warrant is allowed to lapse unexercised, a U.S. holder generally will recognize a capital loss equal to such holder’s tax basis in the warrant. Such loss will be long-term if the PubCo Warrant has been held for more than one year.

The tax consequences of a cashless exercise of a warrant are not clear under current law. A cashless exercise may not be taxable, either because the exercise is not a realization event or because the exercise is treated as a recapitalization for U.S. federal income tax purposes. In either situation, a U.S. holder’s tax basis in the PubCo Ordinary Share received generally would equal the U.S. holder’s tax basis in the PubCo Warrants exchanged therefor. If the cashless exercise were not a realization event, it is unclear whether a U.S. holder’s holding period for the PubCo Ordinary Share will commence on the date of exercise of the PubCo Warrant or the day following the date of exercise of the PubCo Warrant. If the cashless exercise were treated as a recapitalization, the holding period of the PubCo Ordinary Share would include the holding period of the PubCo Warrant.

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However, if the cashless exercise of a PubCo Warrant were instead to be characterized for U.S. federal income tax purposes as an exercise of the PubCo Warrant, such exercise could be characterized as either a realization event that is not a recapitalization or as not a realization event (as discussed in the immediately preceding paragraph). If treated as a realization event that is not a recapitalization, such a cashless exercise could be treated in whole or in part as a taxable exchange in which gain or loss would be recognized. For example, a portion of the PubCo Warrant to be exercised on a cashless basis could, for U.S. federal income tax purposes, be deemed to have been surrendered in payment of the exercise price of the remaining portion of such warrants, which would be deemed to be exercised. For this purpose, a U.S. holder would be deemed to have surrendered a number of PubCo Warrants having an aggregate value equal to the exercise price of the number of PubCo Warrants deemed exercised. Subject to the PFIC rules discussed below, the U.S. holder would recognize capital gain or loss in an amount generally equal to the difference between (i) the exercise price of the PubCo Warrants deemed exercised and (ii) the U.S. holder’s tax basis in the PubCo Warrants deemed surrendered. In such case, a U.S. holder’s tax basis in the PubCo Warrants received would generally equal the sum of the U.S. holder’s tax basis in the PubCo Warrants deemed exercised and the exercise price of the PubCo Warrants deemed exercised. It is unclear whether a U.S. Holder’s holding period for the PubCo Warrants would commence on the date of exercise of the PubCo Warrants or on the immediately following date. In either case, the holding period would not include the period during which the U.S. Holder held the PubCo Warrants. Due to the absence of authority on the U.S. federal income tax treatment of a cashless exercise, there can be no assurance which, if any, of the alternative tax consequences described above would be adopted by the IRS or a court of law. Accordingly, U.S. holders should consult their tax advisers regarding the tax consequences of a cashless exercise.

Subject to the PFIC rules described below, if PubCo Warrants are redeemed for cash pursuant to the redemption provisions described in the prospectus accompanying the ExcelFin IPO or if PubCo Warrants are purchased in an open market transaction, such redemption or purchase generally will be treated as a taxable disposition to the U.S. holder, taxed as described above under “— Gain or Loss on Sale, Taxable Exchange or Other Taxable Disposition of PubCo Securities.” While not free from doubt, the treatment of the exercise of a PubCo Warrant occurring after our giving notice of an intention to redeem such warrant for $0.01, as described in the prospectus accompanying the ExcelFin IPO, should be characterized as an exercise of the PubCo Warrant for U.S. federal income tax purposes. If that is the case, then the tax treatment of such exercise would be as described above.

Possible Constructive Distributions

The terms of each PubCo Warrant provide for an adjustment to the number of PubCo Ordinary Shares for which the warrant may be exercised or to the exercise price of the warrant in certain events. An adjustment that has the effect of preventing dilution generally is not taxable. U.S. holders of warrants would, however, be treated as receiving a constructive distribution from PubCo if, for example, the adjustment increases a PubCo Warrantholder’s proportionate interest in PubCo’s assets or earnings and profits (e.g., through an increase in the number of PubCo Ordinary Shares that would be obtained upon exercise) as a result of a distribution of cash to the holders of PubCo Ordinary Shares which is taxable to the U.S. holders of such PubCo Ordinary Shares as described under “— Taxation of Distributions on PubCo Ordinary Shares” above. Such a constructive distribution would be subject to tax as described under that section in the same manner as if the U.S. holders of the PubCo Warrants received a cash distribution from PubCo equal to the fair market value of the increase in the interest. For certain information reporting purposes, PubCo is required to determine the date and amount of any such constructive distributions. Proposed Treasury regulations, which PubCo may rely on prior to the issuance of final Treasury regulations, specify how the date and amount of constructive distributions are determined. The rules governing constructive distributions as a result of certain adjustments to the conversion ratio of PubCo Warrants are complex, and U.S. holders are urged to consult their own tax advisors on the tax consequences of any such constructive distributions.

Passive Foreign Investment Company Rules

The treatment of U.S. holders of PubCo Securities could be materially different from that described above if PubCo is treated as a PFIC for U.S. federal income tax purposes. An entity treated as a foreign corporation for U.S. federal income tax purposes generally will be a PFIC for U.S. federal income tax purposes for any taxable year in which (i) 50% or more of the value of its assets (generally determined on the basis of a

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weighted quarterly value of such assets, which must either be based on the fair market value or adjusted tax basis of such assets depending on certain facts) consists of assets that produce, or are held for the production of, passive income, or (ii) 75% or more of its gross income consists of passive income. Passive income generally includes dividends, interest, royalties, rents, investment gains, net gains from the sales of property that does not give rise to any income and net gains from the sale of commodities (subject to certain exceptions, such as an exception for certain income derived in the active conduct of a trade or business). Cash and cash equivalents are passive assets. The value of goodwill will generally be treated as an active or passive asset based on the nature of the income produced in the activity to which the goodwill is attributable. For purposes of the PFIC rules, a non-U.S. corporation that owns, directly or indirectly, at least 25% by value of the stock of another corporation is treated as if it held its proportionate share of the assets of the other corporation and received directly its proportionate share of the income of the other corporation.

Based on the current and anticipated composition of the income, assets and operations of PubCo and its subsidiaries, PubCo does not believe it will be treated as a PFIC for U.S. federal income tax purposes for its current taxable year, which includes the Business Combination, and does not expect to become one for U.S. federal income tax purposes in the near future. Nevertheless, whether PubCo is treated as a PFIC is determined on an annual basis. The determination of whether a non-U.S. corporation is a PFIC is a factual determination that depends on, among other things, the composition of PubCo’s income and assets, and the market value of its shares and assets, including the composition of income and assets and the market value of shares and assets of its subsidiaries, from time to time, and thus the determination can only be made annually after the close of each taxable year. Thus, no assurance can be given as to whether PubCo will be a PFIC in 2024 or for any future taxable year.

Under the PFIC rules, if PubCo were considered a PFIC at any time that a U.S. holder owns PubCo Securities, PubCo would generally continue to be treated as a PFIC with respect to such holder in a particular year unless (i) PubCo has ceased to be a PFIC and (ii) (a) the U.S. holder has made a valid “QEF election” (as described below) for the first taxable year in which the holder owned such holder’s PubCo Ordinary Shares in which PubCo was a PFIC, (b) a valid mark-to-market election (as described below) is in effect for the particular year, or (c) the U.S. holder has made a “deemed sale” election under the PFIC rules. If such a “deemed sale” election is made, a U.S. holder will be deemed to have sold its PubCo Securities at their fair market value on the last day of the last taxable year in which PubCo is classified as a PFIC, and any gain from such deemed sale would be subject to the consequences described below. After the “deemed sale” election, the PubCo Securities with respect to which the “deemed sale” election was made will not be treated as shares in a PFIC unless PubCo subsequently becomes a PFIC.

For each taxable year that PubCo is treated as a PFIC with respect to a U.S. holder’s PubCo Securities, the U.S. holder will be subject to special tax rules with respect to any “excess distribution” (as defined below) received and any gain realized from a sale or disposition (including a pledge of PubCo Securities and, under proposed Treasury regulations, certain transfers of PubCo Securities that would otherwise qualify as nonrecognition transactions for U.S. federal income tax purposes) of its PubCo Securities (collectively the “excess distribution rules”), unless, with respect to the PubCo Securities, the U.S. holder makes a valid QEF or mark-to-market election as discussed below if such holder is eligible to do so with respect to its PubCo Securities. Generally, distributions received by a U.S. holder in a taxable year that are greater than 125% of the average annual distributions received by such U.S. Holder during the shorter of the three preceding taxable years or the portion of such U.S. holder’s holding period for the PubCo Securities that preceded the taxable year of the distribution will be treated as excess distributions. Under these special tax rules:

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the excess distribution or gain will be allocated ratably over the U.S. holder’s holding period for the PubCo Securities;

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the amount allocated to the U.S. holder’s taxable year in which the U.S. holder recognized the gain or received the excess distribution or to the period in the U.S. holder’s holding period before the first day of PubCo’s first taxable year in which PubCo is a PFIC, will be treated as ordinary income;

•

the amount allocated to each other taxable year (or portions thereof) of the U.S. holder and included in such holder’s holding period will be subject to the highest tax rate in effect for individuals or corporations, as applicable, for each such year without regard to the U.S. holder’s other items of income and loss for such year; and

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•

the interest charge generally applicable to underpayments of tax will be imposed on the U.S. holder with respect to the resulting tax attributable to each such year.

Under the excess distribution rules, the tax liability for amounts allocated to taxable years prior to the year of disposition or excess distribution cannot be offset by any net operating losses, and gains (but not losses) realized on the sale of the PubCo Securities cannot be treated as capital gains, even though the U.S. holder holds the PubCo Securities as capital assets.

Certain of the PFIC rules may impact U.S. holders with respect to equity interests in subsidiaries and other entities which PubCo may hold, directly or indirectly, that are PFICs (collectively, “Lower-Tier PFICs”). There can be no assurance, however, that PubCo does not own, or will not in the future acquire, an interest in a subsidiary or other entity that is or would be treated as a Lower-Tier PFIC. U.S. holders should consult their tax advisors regarding the application of the PFIC rules to any of PubCo’s subsidiaries.

If PubCo is a PFIC, a U.S. holder of shares in PubCo may avoid taxation under the excess distribution rules described above in respect to the PubCo Ordinary Shares by making a timely and valid “qualified electing fund” (“QEF”) election (if eligible to do so). However, a U.S. holder may make a QEF election with respect to its PubCo Ordinary Shares only if PubCo provides U.S. holders on an annual basis with certain financial information specified under applicable U.S. Treasury regulations, including the information provided in a PFIC Annual Information Statement. There can be no assurance, however, that PubCo will have timely knowledge of its status as a PFIC in the future or that PubCo will timely provide such information for such years. The failure to provide such information on an annual basis could prevent a U.S. holder from making a QEF election or result in the invalidation or termination of a U.S. holder’s prior QEF election.

A U.S. holder that makes a QEF election with respect to its PubCo Ordinary Shares would generally be required to include in income for each year that PubCo is treated as a PFIC the U.S. holder’s pro rata share of PubCo’s ordinary earnings for the year (which would be subject to tax as ordinary income) and net capital gains for the year (which would be subject to tax at the rates applicable to long-term capital gains), without regard to the amount of any distributions made in respect of the PubCo Ordinary Shares. Any net deficits or net capital losses of PubCo for a taxable year, however, would not be passed through and included on the tax return of the U.S. holder. A U.S. holder’s basis in the PubCo Ordinary Shares would be increased by the amount of income inclusions under the QEF rules. Dividends actually paid on the PubCo Ordinary Shares generally would not be subject to U.S. federal income tax to the extent of prior income inclusions and would reduce the U.S. holder’s basis in the PubCo Ordinary Shares by a corresponding amount. If PubCo owns any interests in a Lower-Tier PFIC, a U.S. holder generally must make a separate QEF election for each Lower-Tier PFIC, subject to PubCo’s providing the relevant tax information for each Lower-Tier PFIC on an annual basis. There can be no assurance that PubCo will have timely knowledge of the status of any such Lower-Tier PFIC. In addition, PubCo may not hold a controlling interest in any such Lower-Tier PFIC and thus there can be no assurance PubCo will be able to cause the Lower-Tier PFIC to provide such required information.

If a U.S. holder does not make a QEF election effective from the first taxable year of a U.S. holder’s holding period for the PubCo Securities in which PubCo is a PFIC (or a mark-to-market election, as discussed below), then the U.S. holder generally will remain subject to the excess distribution rules. A U.S. holder that first makes a QEF election in a later year may avoid the continued application of the excess distribution rules to its PubCo Ordinary Shares by making a “deemed sale” election. In that case, the U.S. Holder will be deemed to have sold the PubCo Securities at their fair market value on the first day of the taxable year in which the QEF election becomes effective, and any gain from such deemed sale would be subject to the excess distribution rules described above. As a result of the “deemed sale” election, the U.S. holder will have additional basis (to the extent of any gain recognized on the deemed sale) and, solely for purposes of the PFIC rules, a new holding period in the PubCo Securities.

U.S. holders may not make a QEF election with respect to its PubCo Warrants. As a result, if a U.S. holder sells or otherwise disposes of such warrants (other than upon exercise of such warrants) and PubCo was a PFIC at any time during the U.S. holder’s holding period of such warrants, proposed Treasury regulations would provide that any gain generally will be treated as an excess distribution, taxed as described above. If a U.S. holder that exercises such warrants properly makes a QEF election with respect to the newly acquired PubCo Ordinary Shares (or has a properly maintained QEF election in effect with respect to PubCo

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Ordinary Shares), the QEF election will apply to the newly acquired Class A Common Stock. Notwithstanding the foregoing, the adverse tax consequences relating to shares in a PFIC, adjusted to take into account the current income inclusions resulting from the QEF election, will continue to apply with respect to such newly acquired PubCo Ordinary Shares (which may be deemed to have a holding period for purposes of the PFIC rules that includes all or a portion of the period the U.S. holder held the warrants), unless the U.S. holder makes a deemed sale election (discussed above). As a result of a deemed sale election, the U.S. holder will have a new basis and holding period in the PubCo Ordinary Shares acquired upon the exercise of the warrants for purposes of the PFIC rules.

The QEF election is made on a shareholder-by-shareholder basis and, once made, can be revoked only with the consent of the IRS. A U.S. holder that is eligible to make a QEF election with respect to its PubCo Ordinary Shares generally may do so by providing the appropriate information to the IRS in the U.S. holder’s timely filed tax return for the year in which the election becomes effective. Retroactive QEF elections generally may be made only by filing a protective statement with such return and if certain other conditions are met or with the consent of the IRS. U.S. holders should consult their tax advisors regarding the availability and tax consequences of a retroactive QEF election under their particular circumstances.

Alternatively, if PubCo is a PFIC and PubCo Ordinary Shares constitute “marketable stock” (as defined below), a U.S. Holder may make a mark-to-market election for such holder’s PubCo Ordinary Shares with respect to such shares for the first taxable year in which it holds (or is deemed to hold) PubCo Ordinary Shares and each subsequent taxable year to elect out of the excess distribution rules discussed above. If a U.S. holder makes a mark-to-market election with respect to its PubCo Ordinary Shares, such U.S. holder generally will include in income for each year that PubCo is treated as a PFIC with respect to such PubCo Ordinary Shares an amount equal to the excess, if any, of the fair market value of the PubCo Ordinary Shares as of the close of the U.S. holder’s taxable year over the adjusted basis in the PubCo Ordinary Shares as of the beginning of such taxable year. A U.S. holder will be allowed a deduction for the excess, if any, of the adjusted basis of the PubCo Ordinary Shares over their fair market value as of the close of the taxable year. However, deductions will be allowed only to the extent of any net mark-to-market gains on the PubCo Ordinary Shares included in the U.S. holder’s income for prior taxable years. Amounts included in income under a mark-to-market election, as well as gain on the actual sale or other disposition of the PubCo Ordinary Shares, will be treated as ordinary income. Ordinary loss treatment will also apply to the deductible portion of any mark-to-market loss on the PubCo Ordinary Shares, as well as to any loss realized on the actual sale or disposition of the PubCo Ordinary Shares, to the extent the amount of such loss does not exceed the net mark-to-market gains for such PubCo Ordinary Shares previously included in income. A U.S. holder’s basis in the PubCo Ordinary Shares will be adjusted to reflect any mark-to-market gain or loss. If a U.S. holder makes a mark-to-market election, any distributions PubCo makes would generally be subject to the rules discussed above under “— Distributions on PubCo Ordinary Shares,” except the lower rates applicable to qualified dividend income would not apply.

The mark-to-market election is available only for “marketable stock,” which is stock that is regularly traded on a qualified exchange or other market, as defined in applicable U.S. Treasury regulations. The PubCo Ordinary Shares, which are expected to be listed on Nasdaq, are expected to qualify as marketable stock for purposes of the PFIC rules, but there can be no assurance that PubCo Ordinary Shares will be “regularly traded” for purposes of these rules. If made, a mark-to-market election would be effective for the taxable year for which the election was made and for all subsequent taxable years unless PubCo Ordinary Shares cease to qualify as “marketable stock” for purposes of the PFIC rules or the IRS consents to the revocation of the election. Because a mark-to-market election cannot be made for equity interests in any Lower-Tier PFICs, a U.S. holder that does not make the applicable QEF elections generally will continue to be subject to the excess distribution rules with respect to its indirect interest in any Lower-Tier PFICs as described above, even if a mark-to-market election is made for PubCo Ordinary Shares. Currently, a mark-to-market election may not be made with respect to PubCo Warrants.

If a U.S. Holder does not make a mark-to-market election (or a QEF election, as discussed above) effective from the first taxable year of a U.S. Holder’s holding period for the PubCo Ordinary Shares in which PubCo is a PFIC, then the U.S. Holder generally will remain subject to the excess distribution rules. A U.S. holder that first makes a mark-to-market election with respect to the PubCo Ordinary Shares in a later year will continue to be subject to the excess distribution rules during the taxable year for which the mark-to-market election becomes effective, including with respect to any mark-to-market gain recognized at the end of that year. In

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subsequent years for which a valid mark-to-mark election remains in effect, the excess distribution rules generally will not apply. A U.S. holder that is eligible to make a mark-to-market with respect to such holder’s PubCo Ordinary Shares may do so by providing the appropriate information on IRS Form 8621 and timely filing that form with the U.S. holder’s tax return for the year in which the election becomes effective.

U.S. holders should consult their tax advisors as to the availability and desirability of a mark-to-market election, as well as the impact of such election on interests in any Lower-Tier PFICs.

A U.S. holder of a PFIC may be required to file an IRS Form 8621 on an annual basis and to provide such other information as may be required by the U.S. Treasury Department. Failure to do so, if required, will extend the statute of limitations applicable to such U.S. holder until such required information is furnished to the IRS. U.S. holders should consult their tax advisors regarding any reporting requirements that may apply to them if PubCo is a PFIC.

The rules dealing with PFICs and with the QEF, “deemed sale,” and mark-to-market elections are very complex and are affected by various factors in addition to those described above. U.S. holders are strongly encouraged to consult their tax advisors regarding the application of the PFIC rules to their particular circumstances.

Non-U.S. Holders

For purposes of this summary, a non-U.S. holder means a beneficial owner of ExcelFin Securities or PubCo Securities that is, for U.S. federal income tax purposes, neither a U.S. holder nor an entity or arrangement classified as a partnership for U.S. federal income tax purposes.

Redemption of Shares of Common Stock

The U.S. federal income tax consequences to a non-U.S. holder that exercises its redemption rights to receive cash from the Trust Account in exchange for all or a portion of the shares of Common Stock generally will depend on the U.S. federal income tax characterization of such redemption as a sale or distribution, as described above under “— U.S. Holders — Redemption of Shares of Common Stock.” If the redemption qualifies as a sale or exchange of the shares of Common Stock, the non-U.S. holder will be treated in the same manner as described under “— Non-U.S. Holders — Non-U.S. Holders Generally” below.

If the redemption does not qualify as a sale of stock under Section 302 of the Code, the portion of the redemption proceeds characterized as a distribution which, to the extent of ExcelFin’s current or accumulated earnings and profits (as determined under U.S. federal income tax principles), constitute a dividend for U.S. federal income tax purposes will be subject to a U.S. federal withholding tax on the gross amount of the dividend at a rate of 30%, unless (i) such dividends are effectively connected with the non-U.S. holder’s conduct of a trade or business within the United States, or (ii) such non-U.S. holder is eligible for a reduced rate of withholding tax under an applicable income tax treaty and provides proper certification of its eligibility for such reduced rate (usually on an IRS Form W-8BEN or W-8BEN-E, as applicable). To the extent that the amount of the distribution exceeds ExcelFin’s current and accumulated earnings and profits (as determined under U.S. federal income tax principles), such excess amount will be treated first as a non-taxable return of capital to the extent of the non-U.S. holder’s tax basis in its Common Stock, and thereafter as gain realized, which will be treated the same as a sale or other disposition of PubCo Securities described below under the heading “— Non-U.S. Holders — Non-U.S. Holders Generally.” Dividends paid by ExcelFin to a non-U.S. holder that are effectively connected with such non-U.S. holder’s conduct of a trade or business within the United States (or if a tax treaty applies, are attributable to a U.S. permanent establishment or fixed base maintained by the non-U.S. holder in the United States) will generally not be subject to U.S. withholding tax, provided such non-U.S. holder complies with certain certification and disclosure requirements (usually by providing an IRS Form W-8ECI). Instead, the effectively connected income will be subject to U.S. income taxation as if the non-U.S. holder were a U.S. resident, unless an applicable income tax treaty provides otherwise. A corporate non-U.S. holder receiving effectively connected dividends may also be subject to an additional “branch profits tax” imposed at a rate of 30% (or a lower treaty rate).

Non-U.S. Holders of Common Stock are urged to consult with their own tax advisors regarding the tax consequences of a redemption of all or a portion of their Common Stock pursuant to an exercise of redemption rights.

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The First Merger

The U.S. federal income tax consequences to the non-U.S. Holders as a result of the First Merger generally are the same as to the U.S. Holders as described above in section entitled “— U.S. Holders — The First Merger” except that Section 367(a) of the Code will not apply to any non-U.S. holder.

In the event that the Business Combination does not qualify as a non-recognition transaction pursuant to Section 351 of the Code, generally, the Business Combination will be treated as a taxable sale or exchange of Common Stock by non-U.S. Holders in exchange for the PubCo Ordinary Shares. In such case, subject to the discussion of backup withholding and FATCA below, the consequences to a non-U.S. holder of recognizing gain in such a taxable exchange would be the same as the consequences of recognizing gain on a sale or other disposition of PubCo Securities described below under the heading “— Non-U.S. Holders Generally.”

No ruling was obtained from the IRS regarding the U.S. federal income tax consequences of the First Merger, including the tax consequences described herein, and no assurance can be given that the IRS will agree with the views expressed herein, or that a court will not sustain any challenge by the IRS with respect to conclusions expressed herein.

Non-U.S. Holders Generally

After the Business Combination, non-U.S. holders of PubCo Securities may sell or dispose of their PubCo Securities and may receive distributions on such shares. Subject to the discussion of backup withholding and FATCA below, any gain realized by a non-U.S. holder on the taxable disposition of the PubCo Securities or any dividends (or constructive dividends) received on the PubCo Securities generally will not be subject to U.S. federal income tax unless the gain is effectively connected with the conduct of a trade or business by the non-U.S. holder within the United States (or, under certain income tax treaties, is attributable to a United States permanent establishment or fixed base maintained by the non-U.S. holder).

Any such dividends and gains that are effectively connected with a non-U.S. holder’s conduct of a trade or business in the United States (and, if required by an applicable income tax treaty, are attributable to a permanent establishment or fixed base in the United States) generally will be subject to U.S. federal income tax at the same regular U.S. federal income tax rates applicable to a comparable U.S. holder and, in the case of a corporate non-U.S. holder, also may be subject to an additional branch profits tax at a 30% rate or a lower applicable tax treaty rate.

The U.S. federal income tax treatment of a non-U.S. holder’s exercise of a PubCo Warrant, or the lapse of a PubCo Warrant held by a non-U.S. holder, generally will correspond to the U.S. federal income tax treatment of the exercise or lapse of a warrant held by a U.S. holder, as described under “— Exercise, Lapse or Redemption of a PubCo Warrant,” above, although to the extent a cashless exercise results in a taxable exchange, the consequences for a non-U.S. holder of recognizing gain in such a taxable exchange would be the same as the consequences of recognizing gain on a sale or other disposition of PubCo Securities described in the preceding paragraphs above regarding a non-U.S. holder’s sale or other disposition of PubCo Securities.

This section generally does not apply to an individual who is present in the United States for 183 days or more in a taxable year. A holder that is such an individual should consult its tax advisor regarding the U.S. federal income tax consequences of holding ExcelFin Securities and PubCo Securities.

Information Reporting Requirements and Backup Withholding

Information returns will be filed with the IRS in connection with the redemption of Common Stock. A non-U.S. holder may have to comply with certification procedures to establish that it is not a United States person for U.S. federal income tax purposes or otherwise establish an exemption in order to avoid information reporting and backup withholding requirements or to claim a reduced rate of withholding under an applicable income tax treaty. For example, a non-U.S. holder who is an individual may be required to provide a valid IRS Form W-8BEN, a non-U.S. holder that is an entity may be required to provide a valid IRS Form W-8BEN-E, and, in the event of income treated as effectively connected to a U.S. trade or business, a non-U.S. holder (whether an individual or an entity) may be required to provide a valid IRS Form W-8ECI. A U.S. holder may also be subject to backup withholding and may be required to provide certain certification that it is a United States person for U.S. federal income tax purposes in order to avoid such backup withholding. For example, a

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U.S. holder may be required to provide a valid IRS Form W-9. The amount of any backup withholding from a payment to a holder will be allowed as a credit against such holder’s U.S. federal income tax liability and may entitle such holder to a refund, provided that the required information is furnished by such holder to the IRS in a timely manner.

Foreign Account Tax Compliance Act

Sections 1471 through 1474 of the Code, and the U.S. Treasury regulations and administrative guidance issued thereunder (“FATCA”), impose a 30% withholding tax on U.S. sourced dividends (including a redemption of Common Stock that is treated as a dividend) and, subject to the proposed U.S. Treasury regulations discussed below, on proceeds from a redemption treated as a sale, if paid to a “foreign financial institution” or a “non-financial foreign entity” (each as defined in the Code) (including, in some cases, when such foreign financial institution or non-financial foreign entity is acting as an intermediary), unless (i) in the case of a foreign financial institution, such institution enters into an agreement with the U.S. government to withhold on certain payments and to collect and provide to the U.S. tax authorities substantial information regarding U.S. account holders of such institution (which includes certain equity and debt holders of such institution, as well as certain account holders that are non-U.S. entities with U.S. owners), (ii) in the case of a non-financial foreign entity, such entity certifies that it does not have any “substantial United States owners” (as defined in the Code) or provides the applicable withholding agent with a certification identifying the direct and indirect substantial United States owners of the entity (in either case, generally on an IRS Form W-8BEN-E), or (iii) the foreign financial institution or non-financial foreign entity otherwise qualifies for an exemption from these rules and provides appropriate documentation (such as an IRS Form W-8BEN-E). Foreign financial institutions located in jurisdictions that have an intergovernmental agreement with the United States governing these rules may be subject to different rules. Under certain circumstances, certain non-U.S. holders might be eligible for refunds or credits of such taxes by filing a U.S. federal income tax return (which may entail a significant administrative burden). Non-U.S. holders are encouraged to consult with their own tax advisors regarding the effects of FATCA upon the redemption of their Common Stock.

The IRS released proposed Treasury regulations that, if finalized in their present form, would eliminate the U.S. federal withholding tax of 30% applicable to the gross proceeds of a sale or other disposition Common Stock or a redemption of Common Stock that is treated as sale. In its preamble to such proposed Treasury regulations, the IRS stated that taxpayers may generally rely on the proposed Treasury regulations until final Treasury regulations are issued.

INFORMATION ABOUT EXCELFIN

Unless otherwise indicated or the context otherwise requires, references in this section to “we,” “our,” “us” and other similar terms refer to ExcelFin before the Business Combination.

Overview; Incorporation and History

We are a blank check company incorporated in Delaware on March 15, 2021. We were formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “business combination”). We are an emerging growth company and, as such, we are subject to all of the risks associated with emerging growth companies. We have reviewed a number of opportunities to enter into a business combination. We have neither engaged in any operations nor generated any revenue to date. Based on our business activities, the Company is a “shell company” as defined under the Securities Exchange Act of 1934 (“Exchange Act”) because we have no operations and nominal assets consisting almost entirely of cash.

Fair Market Value of Target Business

The rules of the Nasdaq and the ExcelFin Charter require that ExcelFin’s initial business combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (net of amounts disbursed to management for the payment of taxes and excluding the amount of any deferred underwriting discount held in trust). The Board determined that this test was met in connection with the proposed Business Combination.

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Stockholder Approval of Business Combination

ExcelFin is seeking stockholder approval of the Business Combination at the special meeting, at which stockholders may elect to redeem their shares, regardless of if or how they vote in respect of the Business Combination Proposal, into their pro rata portion of the Trust Account, calculated as of two (2) business days prior to the consummation of the Business Combination including interest earned on the funds held in the Trust Account and not previously released to us (net of taxes payable). Subject to the terms and conditions of the Business Combination Agreement, the Business Combination will be consummated only if we have met customary closing conditions, unless such conditions are waived in accordance with the Business Combination Agreement, and the Required Transaction Proposals have been approved. Notwithstanding the foregoing, a public stockholder, together with any affiliate of such public stockholder or any other person with whom such public stockholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares. Accordingly, if a public stockholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for cash.

In a letter agreement dated October 20, 2021, our Sponsor, officers and directors also have agreed to vote any founder shares held by them and any public shares they may acquire prior to the Special Meeting (including in open market and privately negotiated transactions) in favor of our initial business combination. If we submit the Business Combination to our public stockholders for a vote at the Special Meeting, we will complete the Business Combination, subject to the terms and conditions of the Business Combination Agreement and approval of the Proposals to the extent described in this proxy statement/prospectus, only if a majority of the then outstanding shares of our Common Stock present and entitled to vote at the meeting to approve the initial business combination are voted in favor of the initial business combination. Our Sponsor, ExcelFin Initial Stockholders, and our directors and officers have agreed to vote all of their founder shares and all of their shares of ExcelFin Class A Common Stock in favor of the Business Combination Proposal. As a result, we need no public shares to be voted in favor of any of the Proposals, in order to have our Business Combination approved.

At any time at or prior to the Business Combination, subject to applicable securities laws (including with respect to material nonpublic information), the Sponsor, Baird Medical or our or their respective directors, officers, advisors or respective affiliates may (i) purchase public shares from institutional and other investors who vote, or indicate an intention to vote, against any of the Required Transaction Proposals, or elect to redeem, or indicate an intention to redeem, public shares, (ii) execute agreements to purchase such shares from such investors in the future, or (iii) enter into transactions with such investors and others to provide them with incentives to acquire public shares, vote their public shares in favor of the Required Transaction Proposals or not redeem their public shares. Such a purchase may include a contractual acknowledgement that such stockholder, although still the record holder of ExcelFin’s shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that the Sponsor, the existing Baird Medical or our or their respective directors, officers, advisors, or respective affiliates purchase shares in privately negotiated transactions from public stockholders who have already elected to exercise their redemption rights, such selling stockholders would be required to revoke their prior elections to redeem their shares. The purpose of such share purchases and other transactions would be to increase the likelihood of (1) satisfaction of the requirement that the Business Combination Proposal, the Charter Amendments Proposal and the Adjournment Proposal by a requisite vote of our stockholders and (2) otherwise limiting the number of public shares electing to redeem.

Additionally, in the event the Sponsor, Baird Medical or ExcelFin’s or Baird Medical’s respective directors, officers, advisors or their respective affiliates were to purchase ExcelFin Class A Common Stock or ExcelFin Public Warrants from public stockholders such purchases would be structured in compliance with the requirements of Rule 14e-5 under the Exchange Act including, in pertinent part, through adherence to the following:

•

this proxy statement/prospectus would disclose the possibility that the Sponsor, Baird Medical or ExcelFin’s or Baird Medical’s respective directors, officers, advisors or their respective affiliates may purchase ExcelFin Class A Common Stock or ExcelFin Public Warrants from public stockholders outside the redemption process, along with the purpose of such purchases;

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•

if the Sponsor, Baird Medical or ExcelFin’s or Baird Medical’s respective directors, officers, advisors or their respective affiliates were to purchase ExcelFin Class A Common Stock or ExcelFin Public Warrants from public stockholders, they would do so at a price no higher than the price offered through our redemption process;

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any of our securities purchased by the Sponsor, Baird Medical or ExcelFin’s or Baird Medical’s respective directors, officers, advisors or their respective affiliates will not be voted in favor of approving the business combination transaction;

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the Sponsor, Baird Medical or ExcelFin’s or Baird Medical’s respective directors, officers, advisors or their respective affiliates would not possess any redemption rights with respect to our securities or, if they do acquire and possess redemption rights, they would waive such rights; and

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we would disclose in a Form 8-K, before our security holder meeting to approve the business combination transaction, the following material items:

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the amount of our securities purchased outside of the redemption offer by the Sponsor, Baird Medical or ExcelFin’s or Baird Medical’s respective directors, officers, advisors or their respective affiliates, along with the purchase price;

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the purpose of the purchases by the Sponsor, Baird Medical or ExcelFin’s or Baird Medical’s respective directors, officers, advisors or their respective affiliates;

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the impact, if any, of the purchases by the Sponsor, Baird Medical or ExcelFin’s or Baird Medical’s respective directors, officers, advisors or their respective affiliates on the likelihood that the business combination transaction will be approved;

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the identities of our security holders who sold to the Sponsor, Baird Medical or ExcelFin’s or Baird Medical’s respective directors, officers, advisors or their respective affiliates (if not purchased on the open market) or the nature of our security holders (e.g., 5% security holders) who sold to the Sponsor, Baird Medical or ExcelFin’s or Baird Medical’s respective directors, officers, advisors or their respective affiliates; and

•

the number of our securities for which we have received redemption requests pursuant to our redemption offer.

Liquidation if No Business Combination

If ExcelFin has not completed the Business Combination with PubCo during the Combination Period and has not completed another business combination by during the Combination Period, ExcelFin will: (1) cease all operations except for the purpose of winding up; (2) as promptly as reasonably possible but not more than 10 business days thereafter, redeem its public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (less up to $100,000 of interest to pay dissolution expenses and which interest will be net of taxes payable), divided by the number of then issued and outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any); and (3) as promptly as reasonably possible following such redemption, subject to the approval of ExcelFin’s remaining stockholders and its board of directors, liquidate and dissolve, subject in each case to its obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

Our Sponsor, officers and directors have entered into a letter agreement with us, dated October 20, 2021, pursuant to which they have agreed to (i) waive their redemption rights with respect to any founder shares and public shares held by them in connection with the completion of our initial business combination, (ii) waive their redemption rights with respect to any founder shares and public shares held by them in connection with a stockholder vote to approve an amendment to the ExcelFin Charter (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or certain amendments to our charter prior thereto or to redeem 100% of our public shares if we do not complete our initial business combination by the end of the business combination period or (B) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity and (iii) waive their rights to liquidating distributions from the Trust Account with respect to any founder shares held by them if we fail

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to complete our initial business combination within the business combination period, although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame.

ExcelFin expects that all costs and expenses associated with implementing its plan of dissolution, as well as payments to any creditors, will be funded from amounts held outside the Trust Account, although it cannot assure you that there will be sufficient funds for such purpose. However, if those funds are not sufficient to cover the costs and expenses associated with implementing ExcelFin’s plan of dissolution, to the extent that there is any interest accrued in the Trust Account not required to pay taxes, ExcelFin may request the trustee to release to us an additional amount of up to $100,000 of such accrued interest to pay those costs and expenses.

The proceeds deposited in the Trust Account could, however, become subject to the claims of ExcelFin’s creditors which would have higher priority than the claims of ExcelFin’s public stockholders. ExcelFin cannot assure you that the actual per-share redemption amount received by public stockholders will not be substantially less than $10.20. See “Risk Factors — Risks Related to the Business Combination and ExcelFin — 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.” and other risk factors contained herein. While ExcelFin intend to pay such amounts, if any, ExcelFin cannot assure you that ExcelFin will have funds sufficient to pay or provide for all creditors’ claims.

If third parties bring claims against us, 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 (which was the offering price per unit in our initial public offering).

ExcelFin will seek 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 (other than ExcelFin’s independent auditors), prospective target businesses and other entities with which ExcelFin does business execute agreements with us waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. The Sponsor will also not be liable as to any claims under ExcelFin’s indemnity of the underwriters of the initial public offering against certain liabilities, including liabilities under the Securities Act.

If ExcelFin files a winding-up or bankruptcy petition or an involuntary winding-up or bankruptcy petition is filed against us that is not dismissed, the proceeds held in the Trust Account could be subject to applicable insolvency law, and may be included in ExcelFin’s insolvency estate and subject to the claims of third parties with priority over the claims of ExcelFin’s stockholders. To the extent any insolvency claims deplete the Trust Account, ExcelFin cannot assure you ExcelFin will be able to return $10.20 per share to ExcelFin’s public stockholders. Additionally, if ExcelFin files a winding-up or bankruptcy petition or an involuntary winding-up or bankruptcy petition is filed against us that is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor and/or insolvency laws as a voidable performance. As a result, a bankruptcy court could seek to recover some or all amounts received by ExcelFin’s stockholders. Furthermore, the Board may be viewed as having breached its fiduciary duty to ExcelFin’s creditors or may have acted in bad faith, and thereby exposing itself and us to claims of punitive damages, by paying public stockholders from the Trust Account prior to addressing the claims of creditors. ExcelFin cannot assure you that claims will not be brought against us for these reasons. See “Risk Factors — Risks Related to the Business Combination and ExcelFin — If, after ExcelFin distributes the proceeds in the trust account to its public stockholders, ExcelFin files a bankruptcy petition or an involuntary bankruptcy petition is filed against ExcelFin that is not dismissed, a bankruptcy court may seek to recover such proceeds, and the members of the Board may be viewed as having breached their fiduciary duties to its creditors, thereby exposing the members of the Board and ExcelFin to claims of punitive damages.”

ExcelFin’s public stockholders will be entitled to receive funds from the Trust Account only upon the earliest to occur of: (1) ExcelFin’s completion of an initial business combination, and then only in connection with those shares of ExcelFin Class A Common Stock that such stockholder properly elected to redeem, subject to the limitations described herein; (2) the redemption of any public shares properly submitted in connection with a stockholder vote to amend the ExcelFin Charter (A) to modify the substance or timing of ExcelFin’s obligation to allow redemption in connection with ExcelFin’s initial business combination or to redeem 100% of the public shares if ExcelFin does not complete ExcelFin’s initial business combination by

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that applicable date (B) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity; and (3) the redemption of the public shares if ExcelFin has not completed an initial business combination during the Combination Period, subject to applicable law. In no other circumstances will a stockholder have any right or interest of any kind to or in the Trust Account.

Competition

If ExcelFin succeeds in effecting the Business Combination, there will be, in all likelihood, significant competition from Baird Medical’s competitors. ExcelFin cannot assure you that, subsequent to the Business Combination, the Combined Company will have the resources or ability to compete effectively. Information regarding Baird Medical’s competition is set forth in the sections entitled “Information about Baird Medical — Competition.”

Human Capital/Employees

ExcelFin currently has two executive officers. These individuals are not obligated to devote any specific number of hours to ExcelFin matters, but they intend to devote as much of their time as they deem necessary to our affairs until we have completed our initial business combination. The amount of time they will devote in any time period will vary based on whether a target business has been selected for our initial business combination and the stage of the business combination process ExcelFin is in. For more information about our executive officers, see “Management of ExcelFin.”

Properties

Our executive offices are located at 100 Kingsley Park Dr, Fort Mill, South Carolina 29715, and our telephone number is (917) 209-8581. The cost for our use of this space is included in the $10,000 per month fee we pay to an affiliate of our Sponsor for office space, administrative and shared personnel support services. We consider our current office space adequate for our current operations.

Legal Proceedings

To the knowledge of our management team, there is no litigation currently pending or contemplated against us, any of our officers or directors in their capacity as such or against any of our property, except as described below.

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MANAGEMENT OF EXCELFIN

Unless otherwise indicated or the context otherwise requires, references in this section to “we,” “our,” “us” and other similar terms refer to ExcelFin before the Business Combination.

DIRECTORS AND OFFICERS

Name	Age	Title
Jennifer Hill	57	Chairman of the Board
Joseph Douglas Ragan III	62	Chief Executive Officer and Chief Financial Officer
Brian Sun	48	Executive Vice President
Gary Meltzer	59	Director
Neil Wolfson	59	Director
Goh Lin Piao	58	Director
Alka Gupta	53	Board Advisor
Brady Dougan	64	Board Advisor

Our directors and officers are as follows:

Ms. Hill has served as our Chairman of the Board since April 2021. Ms. Hill is an experienced board member across the financial services industry, currently serving as a Board Member at Cantor Fitzgerald Europe, Strategic Advisor at Talos Trading, Non-Executive Director at Santander Asset Management and Board Member at xPlor. Ms. Hill is the Founder and CEO of Murphy Hill Consulting, where she works with startups in the FinTech space on organization and capital raising. Prior to her current positions, Ms. Hill served as CFO of Merrill Lynch & Co. from 2012 to 2014. Ms. Hill has also worked as a Managing Director at Goldman Sachs from 1996 to 2006 and Vice President in the Financial Institutions Group at Citi from 1993 to 1996. Ms. Hill received her B.A. from Hamilton College and M.B.A. from Columbia Business School.

Mr. Ragan has served as our CFO since March 2021 and as CEO since March 2023. Mr. Ragan is currently serving as the Chief Financial Officer for the Paper Excellence Group. Mr. Ragan also served as the Chairman of the Audit Committee of the Board of Directors for Sports Ventures Acquisition Corporation (Nasdaq — AKICU) from 2020 to 2022. Previously, from 2018 to 2019, Mr. Ragan served as Chief Financial Officer for Resideo/ Honeywell Homes, a leading global manufacturer of thermostats and security panels (NYSE — REZI). From 2013 to 2018, Mr. Ragan also served as Chief Financial Officer for Ferroglobe PLC (Nasdaq — GSM), the leading global manufacturer of metal alloys and other metallic products that was created through a merger of FerroAtlántica and Globe Specialty Metals. From 2008 to 2013, Mr. Ragan previously served as CFO at Boart Longyear (ASX — BLY), a publicly traded mining and manufacturing company, and UNICOM Government, Inc., previously known as GTSI, a publicly traded government contractor (Nasdaq — GTSI). Mr. Ragan holds an M.S. in Accounting from George Mason University and a B.S. in Accounting from The University of the State of New York. Mr. Ragan began his finance career with Deloitte, and is a licensed CPA in the Commonwealth of Virginia. Mr. Ragan also serves as President and Chairman of the Audit Committee of the Board of Directors for the nonprofit USA Judo.

Mr. Sun has served as our Executive VP since March 2021. Mr. Sun is currently serving as the Managing Director for GFC, a global investment firm and family office for Jackson Wijaya, where he manages GFC’s investment efforts in North America. Prior to GFC, Mr. Sun was in corporate development executive roles with SGS North America, AES Corp and Fosun Wealth Group sourcing and executing M&A transactions in business services, financial service, FinTech, technology and power sectors. From 2012 to 2017, Mr. Sun was a M&A advisory investment banker at Lazard and at China Merchants Bank US. From 2004 to 2010, he has worked at private equity firm Arcapita, leading aircraft investment group Babcock & Brown Aircraft Management, financial service company Jackson Hewitt and Barclays Capital in various corporate finance and investment roles. Mr. Sun has over 20 years of corporate finance and transactional experience and has worked on over $50 billion sales, acquisitions and investments transactions. Mr. Sun has an M.B.A. from Duke University and a B.A. from Beijing Foreign Studies University. He was a Chartered Financial Analyst (CFA) since 2008.

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Mr. Meltzer has served as an independent director since the pricing of our IPO. Mr. Meltzer currently serves as an advisor to early-stage companies. Mr. Meltzer serves on the boards of directors of American Century Mutual Funds (Equity) (December 2022 to present) and Apollo Realty Income Solutions, Inc. (June 2022 to present). Prior to September 30, 2020, he was a partner at PwC where he most recently served as the Managing Partner responsible for PwC’s Bay Area and Northwest Market and served as a global relationship partner to Fortune 500 financial services and technology companies. He also led PwC’s FinTech practice, where he provided services to companies in the payments, digital banking, peer-to-peer lending, InsurTech, PropTech, digital assets and asset and wealth management spaces. Prior to his latest positions at PwC, Mr. Meltzer was PwC’s Financial Services Regulatory Leader from 2008 to 2011 and the Asset and Wealth Management Sector Leader from 2010 to 2016, where he was responsible for advising banks, asset managers, wealth managers, private equity funds, hedge funds, venture capital firms and FinTech companies. Mr. Meltzer has a B.S. in Accounting from Binghamton University and is a Certified Public Accountant (CPA) in New York and California. Mr. Meltzer serves as an Advisory Board Member of Binghamton University School of Management and previously served as a member of the Leadership Council for Tipping Point Community Board of Directors and Executive Committee for the Bay Area Council.

Mr. Wolfson has served as an independent director since the pricing of our IPO. Mr. Wolfson is currently serving as an Active Board Member and Venture Investor for several FinTech and Financial Services companies, including SALT Blockchain, Exchange Robotics, nth Ventures, Nextivity and Finitive. Mr. Wolfson served as a director and Chair of the Audit Committee of OnDeck Capital from 2014 to 2020. Prior to his current Board positions, Mr. Wolfson was the President and CIO of SF Capital Group from 2009 to 2018, where he oversaw all debt and equity investing, asset allocation, investment management, tax and estate planning. From 2004 to 2008, Mr. Wolfson served as the President and CIO of Wilmington Trust, an asset manager that oversees over $40 billion in assets, and as the President, CEO and Chairman of the Wilmington Funds, a $10 billion mutual fund family. Prior to working at Wilmington Trust, Mr. Wolfson served as National Partner in Charge of the Investment Practice at KPMG and Chairman of KPMG Investment Advisors, where he worked from 1996 to 2004. Mr. Wolfson received his B.S. and M.B.A. degrees from New York University and is a Chartered Financial Analyst (CFA) charter holder and an Adjunct Professor of Finance at Rutgers University.

Mr. Goh has served as a director since the pricing of our IPO. Mr. Goh is currently serving as Senior Advisor to GFC, a global investment firm and family office for Jackson Wijaya. Mr. Goh has been at the nexus of Application Software, Digital Technologies, Business Transformation and the Internet for the past 30 years. Mr. Goh was in Accenture from 1990 to 2005 in a variety of roles including Managing Partner of Accenture’s Greater China Public Sector. In Accenture he helped large corporations and governments harness application software and digital technologies to speed their business transformation. From 2006 to 2016, Mr. Goh was at the RGE Group and had various leadership roles including Head of Business Transformation and Group Executive Director at RGE’s Specialty Pulp & Viscose business. Mr. Goh graduated from the University of New South Wales, Australia, with a degree in Computer Science and top honors in Mechanical Engineering.

Ms. Gupta has served as our advisor since the pricing of our IPO. Ms. Gupta is a Venture Partner at Fin Venture Capital, a fund focused on global fintech with focus on B2B Enterprise SaaS. She is also Co-Founder, President and Board Director at GlobaliD, a venture backed, portable, and interoperable identity platform leveraging the blockchain. As President, she built the team, product, and signed the first digital wallet customers. Prior thereto, from 2010 to 2015, she was at eBay/PayPal as head of strategy for eBay Marketplaces where she led strategy development for fulfillment, expanded payment systems, cross border transactions, omni-channel retail, and key Asian (Japan, India) and select Latin American (Brazil) markets. Previously, from 2006 to 2009 Alka was with Retrevo (Acq. BN), a vertical specific e-commerce business, as VP of Business Development, bringing in the first revenue. At Lycos (Nasdaq: LCOS; Acq.: TEF) from 1998 to 2005, Alka first led as GM of a global suite of products and then as VP Corp Development and Strategy. She earned an MBA from The Wharton School and B.S. (cum laude) from Case Western Reserve University. Alka serves as a Board Director at MoneyGram (Nasdaq: MGI), GlobaliD, Digital Frontiers, and Flaist, Finance and Audit Committee for Menlo Park City School, and is a Limited Partner at Chestnut Ventures. She is an Advisor to Berkeley’s SkyDeck Accelerator and Venture Lab at the Wharton School and a frequent speaker on topics such as digital transformation, fintech, and blockchain, including at University of Michigan and University

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of Pennsylvania. Alka was also an early Charter Member and the Chair of Mentoring Program at TiE and early Advisory Board Member Women 2.0.

Mr. Dougan has served as our advisor since the pricing of our IPO. Mr. Dougan is currently serving as the CEO of Exos TFP Holdings LLC. Mr. Dougan has more than 30 years in the financial services industry, including 24 years at Credit Suisse and eight of those years as CEO. From 1983-1991, Mr. Dougan was part of a team that built Bankers Trust into a derivatives leader. From 1991-1995, he held various roles at Credit Suisse, helping to found and create Credit Suisse Financial Products. From 1996-2001 he served as Global Head of Equities and Investment Banking and was responsible for supervising and overseeing all equities, derivatives, and cash sales and trading, capital markets, and equities research businesses. In 2002-2004 he was Co President, Global Institutional Services adding fixed income sales, trading and research (including rates, credit, emerging markets and securitized products) to his suite of responsibilities and successfully managed the business through the crisis. From 2004-2007, Mr. Dougan was CEO of the Global Investment Bank. Mr. Dougan also served as a Director on the Executive Board of Directors of the U.S. broker-dealer from October 1999 until mid-2004. From June 2004 to mid-2007, Mr. Dougan served as CEO of Investment Banking and acting CEO Credit Suisse Americas when he served as CEO of the U.S. broker-dealer. In 2007, Mr. Dougan was appointed CEO of Credit Suisse Group where he remained until his departure from the firm in June 2015.

NUMBER, TERMS OF OFFICE AND ELECTION OF DIRECTORS AND OFFICERS

Our board of directors consists of five members.

Subject to any other special rights applicable to the stockholders, prior to our initial business combination, any vacancies on our board of directors may be filled by the affirmative vote of a majority of the directors present and voting at the meeting of our board of directors.

Our officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office. Our board of directors is authorized to appoint persons to the offices set forth in our bylaws as it deems appropriate. Our bylaws provide that our officers may consist of a Chairman of the Board, a Chief Executive Officer, a President, a Chief Operating Officer, a Chief Financial Officer, Vice Presidents, a Secretary, Assistant Secretaries, a Treasurer and such other offices as may be determined by the board of directors.

DIRECTOR INDEPENDENCE

Nasdaq listing rules require that a majority of our board of directors be independent within one year of our initial public offering. An “independent director” is defined generally as a person that, in the opinion of the company’s board of directors, has no material relationship with the listed company (either directly or as a partner, stockholder or officer of an organization that has a relationship with the company). We have three “independent directors” as defined in Nasdaq rules and applicable SEC rules prior to completion of our IPO. Our board has determined that each of Gary Meltzer, Neil Wolfson and Jennifer Hill is an independent director under applicable SEC and Nasdaq rules.

COMMITTEES OF THE BOARD OF DIRECTORS

Our board of directors has three standing committees: an audit committee; a compensation committee; and a nominating and corporate governance committee. Nasdaq listing rules and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors, and Nasdaq listing rules require that the compensation committee and the nominating and corporate governance committee of a listed company be comprised solely of independent directors. Each committee operates under a charter approved by our board of directors. The charter of each committee is available on our website.

Audit Committee

The members of our audit committee are Gary Meltzer, Jennifer Hill and Neil Wolfson. Gary Meltzer serves as chair of the audit committee.

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Each member of the audit committee is financially literate, and our board of directors has determined that Gary Meltzer qualifies as an “audit committee financial expert” as defined in applicable SEC rules and has accounting or related financial management expertise.

Compensation Committee

The members of our compensation committee are Jennifer Hill, Gary Meltzer and Neil Wolfson. Jennifer Hill serves as chair of the compensation committee. Currently we do not pay any of our executive officers any salary or benefits.

Nominating and Corporate Governance Committee

The members of our nominating and corporate governance committee are Jennifer Hill, Gary Meltzer and Neil Wolfson. Jennifer Hill serves as chair of the nominating and corporate governance committee. Prior to our initial business combination, holders of our public shares do not have the right to recommend director candidates for nomination to our board of directors.

CODE OF ETHICS

We have adopted a code of ethics and business conduct, or our Code of Ethics, applicable to our directors, officers and employees. We filed a copy of our form of our Code of Ethics as an exhibit to the registration statement relating to our IPO. You will be able to review this document by accessing our public filings at the SEC’s website at www.sec.gov and on our website. In addition, a copy of our Code of Ethics will be provided without charge upon request from us. We intend to disclose any amendments to or waivers of certain provisions of our Code of Ethics in a Current Report on Form 8-K.

EXECUTIVE COMPENSATION OF EXCELFIN

Unless otherwise indicated or the context otherwise requires, references in this section to “we,” “our,” “us” and other similar terms refer to ExcelFin before the Business Combination.

None of our directors or officers have received any cash compensation for services rendered to us. Commencing on the date that our securities were first listed on Nasdaq through the earlier of consummation of our initial business combination and our liquidation, we are obligated to pay an affiliate of our sponsor a total of $10,000 per month for office space, administrative and support services (the Company incurred $120,000 pursuant to this agreement for the year ended December 31, 2022) and, until February 2023, we were obligated to pay Fin VC, an affiliate of our sponsor, a total of $112,500 per quarter for consulting, legal, accounting and diligence services (the Company incurred $450,000 pursuant to this agreement for the year ended December 31, 2022). Our sponsor, directors and officers, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee reviews and approves all payments that were made by us to our sponsor, directors, officers or our or any of their respective affiliates, which may include reimbursement of any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations.

We are not party to any agreements with our directors and officers that provide for benefits upon termination of employment.

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EXCELFIN’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

References to the “Company,” “our,” “us” or “we” in this section refer to ExcelFin. References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to ExcelFin SPAC LLC. The following discussion and analysis of ExcelFin’s financial condition and results of operations should be read in conjunction with the unaudited condensed financial statements and the notes thereto contained elsewhere in this proxy statement/prospectus. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Overview

We are a blank check company incorporated as a Delaware corporation and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. We have not selected any business combination target. We intend to effectuate our initial business combination using cash from the proceeds of our IPO and the sale of the private placement warrants, our shares, debt or a combination of cash, shares and debt.

The issuance of additional shares of our common stock or preferred stock in a business combination:

•

may significantly dilute the equity interest of investors in our IPO, which dilution would increase if the anti-dilution provisions in the Class B Common Stock resulting in the issuance of shares of Class A Common Stock on a greater than one-to-one basis upon conversion of the Class B Common Stock;

•

may subordinate the rights of holders of common stock if shares of preferred stock are issued with rights senior to those afforded our common stock;

•

could cause a change of control if a substantial number of shares of our common stock is issued, which could result in the resignation or removal of our present directors and officers;

•

may have the effect of delaying or preventing a change of control of us by diluting the stock ownership or voting rights of a person seeking to obtain control of us;

•

may adversely affect prevailing market prices for our units, Class A Common Stock and/or warrants; and

•

may not result in adjustment to the exercise price of our warrants.

Similarly, if we issue debt or otherwise incur significant indebtedness, it could result in:

•

default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations;

•

acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;

•

our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand;

•

our inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing while the debt is outstanding;

•

our inability to pay dividends on our common stock;

•

using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our common stock, expenses, capital expenditures, acquisitions and other general corporate purposes;

•

limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;

•

increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and

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•

limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt.

RESULTS OF OPERATIONS AND KNOWN TRENDS OR FUTURE EVENTS

As of June 30, 2024, the Company had not commenced any operations. All activity for the period from March 15, 2021 (inception) through June 30, 2024 relates to the Company’s formation and initial public offering (“Initial Public Offering”). The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering.

For the three months ended June 30, 2024, we had a net loss of $858,731, which consists of operating costs of $1,015,684 and tax expense of $41,049, partially offset by interest income on cash held in the trust account of $198,002.

For the three months ended June 30, 2023, we had net loss of $2,378,294, which consists of operating costs of $3,476,487 and tax expense of $278,202, partially offset by interest income on marketable securities held in trust account of 1,376,395.

For the six months ended June 30, 2024, we had a net loss of $2,474,788, which consists of operating costs of $2,838,350 and tax expense of $87,621, partially offset by interest income on cash held in the trust account of $451,183.

For the six months ended June 30, 2023, we had a net loss of $883,903 which consists of operating expenses of $3,984,445 and tax expense of $797,181 partially offset by interest income on marketable securities held in trust account of $3,897,723.

For the year ended December 31, 2023, we had net loss of $3,287,521, which consists of interest income on marketable securities held in the trust account of $4,938,218 partially offset by operating costs of $7,240,527 and a tax provision of $985,212.

For the year ended December 31, 2022, we had net income of $623,118, which consists of interest income on marketable securities held in the trust account of $3,288,133, partially offset by operating costs of $2,044,669 and tax expense of $620,346.

LIQUIDITY, CAPITAL RESOURCES AND GOING CONCERN

Our liquidity needs have been satisfied prior to the completion of our IPO through receipt of $25,000 from the sale of the founder shares to our sponsor and the borrowing of $300,000 under a non-interest bearing unsecured promissory note prior to the IPO. On October 25, 2021 this obligation was exchanged for a non-interest bearing Working Capital Loan of $300,000 due upon the earlier of (i) the date on which a Business Combination is consummated, or (ii) April 25, 2023, later amended to December 25, 2024. As of June 30, 2024, the amount outstanding on this Working Capital Loan was $1,296,654. The Working Capital Loan may be converted upon completion of a Business Combination into warrants at a price of $1.00 per warrant. Such warrants would be identical to the Private Placement Warrants. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans.

On October 25, 2021, we consummated the Initial Public Offering of 23,000,000 Units at a price of $10.00 per Unit, which includes the exercise by the underwriters of the over-allotment option to purchase an additional 3,000,000 Units, generating gross proceeds of $230,000,000. Simultaneously with the closing of the Initial Public Offering, the Company consummated the private sale (the “Private Placement”) of an aggregate of 11,700,000 warrants (the “Private Placement Warrants”) to the sponsor at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds to the Company in the amount of $11,700,000.

Following the Initial Public Offering, the exercise of the over-allotment option by the underwriters’ and the sale of the Private Placement Warrants, a total of $234,600,000 was placed in the trust account and we had $2,500,000 of cash held outside of the trust account, after payment of costs related to the Initial Public

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Offering, and available for working capital purposes. The Company incurred transaction costs amounted to $22,726,465 consisting of $4,600,000 of underwriting fees paid in cash, $8,050,000 of deferred underwriting fees payable, $9,200,000 funded to the trust account and $876,465 of costs related to the Initial Public Offering. 80% of the deferred underwriting fees originally in the amount of $8,050,000 have been waived for the Business Combination by UBS Securities LLC and KeyBanc Capital Markets Inc., two of the underwriters in the IPO, leaving $1,610,000 of deferred underwriting fees payable upon closing. Although the UBS Securities LLC waiver of $6,037,500 relates only to the business combination that may be consummated pursuant to the Business Combination Agreement with Baird Medical, the Company believes that there is only a remote possibility that the Company could consummate another business combination if the Business Combination Agreement with Baird Medical were to be terminated for any reason.

We intend to use substantially all of the funds held in the trust account, including any amounts representing interest earned on the trust account (which interest shall be net of taxes payable and excluding deferred underwriting commissions) to complete our initial business combination. We may withdraw interest to pay taxes, if any. Delaware franchise tax is based on our authorized shares or on our assumed par and non-par capital, whichever yields a lower result. Based on the number of shares of our common stock authorized and outstanding and our estimated total gross proceeds after the completion of our IPO, our annual franchise tax obligation is expected to be capped at the maximum amount of annual franchise taxes payable by us as a Delaware corporation of $200,000. Our annual income tax obligations will depend on the amount of interest and other income earned on the amounts held in the trust account. We expect the interest earned on the amount in the trust account will be sufficient to pay our taxes. We expect the only taxes payable by us out of the funds in the trust account will be income and franchise taxes, if any. To the extent that shares of our common stock or debt is used, in whole or in part, as consideration to complete our initial business combination, the remaining proceeds held in the trust account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

For the six months ended June 30, 2024, the increase in cash was $65,383. For the six months ended June 30, 2024, cash used in operating activities was $1,364,124. The net loss of $2,474,788 was affected by interest earned on cash held in the trust account of $451,183 and changes in operating assets and liabilities used $1,561,847 of cash for operating activities. For the six months ended June 30, 2023, the decrease in cash was $171,109. For the six months ended June 30, 2023, cash used in operating activities was $2,077,347. The net loss of $883,903 was affected by interest earned on investments held in the trust account of $3,897,723 and changes in operating assets and liabilities provided $2,704,279 of cash for operating activities.

For the year ended December 31, 2023, the decrease in cash was $306,213. For the year ended December 31, 2023, cash used in operating activities was $2,854,046. The net loss of $3,287,521 was affected by interest earned on investments held in the trust account of $4,938,218 and changes in operating assets and liabilities provided $5,371,693 of cash for operating activities. The cash used in investing was $218,677,754 due to cash withdrawn from the Trust account. The cash provided by financing was $216,129,921 due to proceeds from the issuance of Class A ordinary shares of $217,027,714, $15,000 in payments of offering costs and $337,500 payment to related party, partially offset by $996,654 from proceeds from the Working Capital Loan, $131,973 from Capital Contribution by the Sponsor and $121,666 for Advances from related party.

For the year ended December 31, 2022, the decrease in cash was $545,085. For the year ended December 31, 2022, cash used in operating activities was $707,739. The net income of $623,118 was affected by interest earned on investments held in the trust account of $3,288,133, operating costs paid by related parties of $457,500 and changes in operating assets and liabilities provided $1,499,776 of cash for operating activities. The cash used in investing was $162,654 due to cash withdrawn from the Trust account to pay taxes and zero financing activities.

As of June 30, 2024, we have available to us $110,602 of proceeds held outside the trust account. We will use these funds primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, structure, negotiate and complete a business combination, to pay general and administrative expenses and to pay taxes to the extent the interest earned on the trust account is not sufficient to pay our taxes.

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The Company has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans and while the Company believes it has sufficient access to additional sources of capital, if necessary, there is no current commitment on the part of any financing source to provide additional capital and no assurances can be provided that such additional capital will ultimately be available. In addition, the Company currently has less than 12 months from the date these financial statements were issued to complete a Business Combination and if the Company is unsuccessful in consummating an Initial Business Combination, it is required to liquidate and dissolve. In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that these factors raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. As is customary for a special purpose acquisition company, if the Company is not able to consummate a Business Combination during the Combination Period, it will cease all operations and redeem the Public Shares. Management plans to continue its efforts to consummate a Business Combination during the Combination Period.

In order to fund working capital deficiencies or finance transaction costs in connection with an intended initial business combination, our sponsor or an affiliate of our sponsor or certain of our directors and officers may, but are not obligated to, loan us funds as may be required. If we complete our initial business combination, we may repay such loaned amounts out of the proceeds of the trust account released to us. Otherwise, such loans may be repaid only out of funds held outside the trust account. In the event that our initial business combination does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from our trust account would be used to repay such loaned amounts. On October 25, 2021, we exchanged a $300,000 non-interest bearing unsecured promissory note for a non-interest-bearing Working Capital Loan of $300,000 due upon the earlier of (i) the date on which a Business Combination is consummated, or (ii) April 25, 2023, later amended to December 25, 2024. As of June 30, 2024, the amount outstanding on this Working Capital Loan was $1,296,654. Up to $1,500,000 of such working capital loans may be convertible into warrants at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the private placement warrants issued to our sponsor. The terms of such loans, if any, will be subject to the approval of our audit committee. We do not expect to seek loans from parties other than our sponsor or an affiliate of our sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account. 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 addition to the Working Capital Loan, the Sponsor advanced capital to the Company to fund ongoing business operations. As of June 30, 2024, the amount outstanding on the Advance from Related Party was $1,543,095.

We do not believe we will need to raise additional funds following our IPO in order to meet the expenditures required for operating our business. However, if our estimates of the costs of identifying a target business, undertaking in-depth due diligence and negotiating an initial business combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our initial business combination. Moreover, we may need to obtain additional financing either to complete our initial business combination or because we become obligated to redeem a significant number of our public shares upon completion of our initial business combination, in which case we may issue additional securities or incur debt in connection with such business combination. There is no assurance that the Company’s plans to raise additional capital (to the extent ultimately necessary) or to consummate a Business Combination will be successful or successful within the Combination Period.

CONTROLS AND PROCEDURES

Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial and accounting officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Under the supervision and with the participation of our management, including our principal executive officer and principal financial and accounting officer, we conducted an evaluation of the effectiveness of our

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disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the calendar quarter ended June 30, 2024. Based on this evaluation, our principal executive officer and principal financial officer have concluded that, as of the evaluation date, our disclosure controls and procedures were not effective due to the material weaknesses described below.

Following the filing of our Quarterly Report on Form 10-Q for the period ending June 30, 2022, we identified certain clerical errors in the EDGAR version of our unaudited condensed financial statements filed with the SEC. These errors were remedied by restating the June 30, 2022 Form 10-Q, and subsequently, management of the Company has been implemented enhanced management review and reconciliation controls to evaluate EDGAR documents prior to filing to prevent or detect a material misstatement in the financial reporting process. However, as of June 30, 2024 such material weakness is not considered remediated.

In connection with the review of the Quarterly Report on Form 10-Q for the period ending March 31, 2023, it was determined that a related party expense was recorded incorrectly due to ineffective review and reconciliation of such related party transactions. A similar incorrect journal entry was identified during the quarter ended December 31, 2023. While management of the Company has intended to implement enhanced review and reconciliation controls to ensure the timely and accurate recording of related party transactions, as of June 30, 2024 such material weakness is not considered remediated.

•

We implemented additional controls related to vendor verification and will introduce mandatory cybersecurity training.

•

We implemented a list of specific points to validate before payments are released, requiring evidence of validation by approvers.

•

We enhanced reconciliation of tax accounts and communication between parties involved in the tax and financial reporting process including journal entry review.

As we have recently implemented the above controls, it will require additional time to ensure that the control will operate effectively to address our material weakness.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

Management’s Report on Internal Controls Over Financial Reporting

Company management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act. The Company has performed an evaluation under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of our internal control over financial

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reporting. Company management assessed the effectiveness of its internal control over financial reporting as of June 30, 2024. Company management used the criteria set forth in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) to perform its assessment. Based on this assessment, Company management, including the Chief Executive Officer and Chief Financial Officer, concluded, that as of June 30, 2024, the Company’s internal control over financial reporting was not effective based on those criteria.

Changes in Internal Control over Financial Reporting

To address the aforementioned material weaknesses associated with EDGAR filings and related party transactions, management of the Company has been implementing additional review and reconciliation controls.

To address the aforementioned material weakness associated with vendor management and payment processing, management has devoted, and plans to continue to devote, significant effort and resources to the remediation and improvement of our system for verification of which invoices to pay.

•

We implemented additional controls related to vendor verification and will introduce mandatory cybersecurity training.

•

We implemented a list of specific points to validate before payments are released, requiring evidence of validation by approvers.

•

We enhanced reconciliation of tax accounts and communication between parties involved in the tax and financial reporting process including journal entry review.

As we have recently implemented the above controls, it will require additional time to ensure that the control will operate effectively to address our material weakness.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The net proceeds of our IPO and the sale of the private placement warrants held in the trust account will be invested in U.S. government treasury bills with a maturity of 185 days or less or in money market funds investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 under the Investment Company Act. Due to the short-term nature of these investments, we believe there will be no associated material exposure to interest rate risk. Until October 26, 2023, funds in the Trust Account were held only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds investing solely in U.S. government treasury obligations and meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended (the “Investment Company Act”). However, to mitigate the risk of us being deemed to have been operating as an unregistered investment company (including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act), prior to the 24-month anniversary of the effective date of the registration statement relating to the Company’s initial public offering, the Company instructed Equiniti Trust Company, LLC, the trustee with respect to the Trust Account (the “Trustee”), to liquidate the U.S. government treasury obligations or money market funds held in the Trust Account and to hold all funds in the Trust Account in cash in an interest bearing account until the earlier of consummation of our initial business combination or liquidation. In connection with such instructions, on October 26, 2023, the Company and the Trustee entered into an amendment to the Investment Management Trust Agreement dated October 25, 2021, which governs the investment of monies held in the Trust Account, to specifically allow the investment of those funds into an interest bearing account.

RELATED PARTY TRANSACTIONS

In March 2021, our sponsor purchased an aggregate of 5,750,000 founder shares for $25,000, or approximately $0.004 per share. The purchase price of the founder shares was determined by dividing the amount of cash used to purchase such shares by the number of founder shares issued. In connection with the Extension Meeting, the Company 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 (or to validly rescind any redemption requests on) an aggregate of 5,020,000 Class A common shares of the Company (“Non-Redeemed Shares”) in connection with the Extension Meeting. In exchange for the

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foregoing commitments, the Sponsor has agreed to transfer an aggregate of 1,255,000 founder shares held by the Sponsor to such third parties immediately following consummation of an initial business combination provided such parties continue to hold such Non-Redeemed Shares through the Extension Meeting. On October 25, 2023, the Sponsor, which held of record 5,750,000 founder shares, 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 the Company remained in compliance with Nasdaq’s continuing listing requirements (market value of listed securities) prior to the 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.

We have entered into an Administrative Services Agreement pursuant to which we will also pay an affiliate of our sponsor a total of $10,000 per month for office space, administrative and support services. Upon completion of our initial business combination or our liquidation, the Administrative Services Agreement will terminate, and we will cease paying these monthly fees.

The Company was obligated to pay Fin VC, an affiliate of our sponsor, a total of $112,500 per quarter for consulting, legal, accounting and diligence services beginning at the date of formation of the Company. This agreement terminated at December 31, 2022. The Company incurred expense of zero and $450,000 during the years ended December 31, 2023 and 2022, respectively, for consulting, legal, accounting and diligence services. As of June 30, 2024 and December 31, 2023, there was $0 due to Fin Capital and is included in due to related parties on the accompanying balance sheets.

Our audit committee will review and approve all payments that were made by us to our sponsor, directors, officers or our or any of their respective affiliates, which may include reimbursement of any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred by such persons in connection with activities on our behalf.

On March 18, 2021, our sponsor issued an unsecured promissory note to us (the “promissory note”), pursuant to which we may borrow up to an aggregate principal amount of $300,000. The promissory note is non-interest bearing and payable on the earlier of (i) December 31, 2021 or (ii) the consummation of the IPO. On October 25, 2021, we exchanged a $300,000 the unsecured promissory note for a non-interest-bearing Working Capital Loan of $300,000 due upon the earlier of (i) the date on which a Business Combination is consummated, or (ii) April 25, 2023, later amended to July 25, 2024. As of June 30, 2024 and December 31, 2023, there were $1,296,654 outstanding under the Working Capital Loan. In order to finance transaction costs in connection with a business combination, the sponsor or an affiliate of the sponsor, or certain of our officers and directors may, but are not obligated to, loan us funds as may be required (“working capital loans”). Such working capital loans would be evidenced by promissory notes. The notes may be repaid upon completion of a business combination, without interest, or, at the lender’s discretion, up to $1,500,000 of the notes may be converted upon completion of a business combination into warrants at a price of $1.00 per warrant. Such warrants would be identical to the private placement warrants. In the event that a business combination does not close, we may use a portion of proceeds held outside the trust account to repay the working capital loans but no proceeds held in the trust account would be used to repay the working capital loans.

Our sponsor has purchased an aggregate of 11,700,000 private placement warrants at a price of $1.00 per warrant ($11,700,000 in the aggregate) in a private placement that occurred simultaneously with the closing of our IPO. Each private placement warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment as provided herein. The private placement warrants are identical to the warrants sold as part of the units in our IPO except that: (1) they will not be redeemable by us; (2) they (including the shares of Class A common stock issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by our sponsor until 30 days after the completion of our initial business combination; (3) they may be exercised by the holders on a cashless basis; and (4) they (including the shares of Class A common stock issuable upon exercise of these warrants) are entitled to registration rights. Our sponsor has agreed to surrender the private placement warrants for not additional consideration upon the closing of the Business Combination.

We entered into a forward purchase agreement with the Sponsor Affiliates, pursuant to which such affiliates committed that they had the right to purchase from us up to 6,500,000 forward purchase units, consisting of one share of Class A common stock and one-half of one warrant to purchase one share of

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Class A common stock, for $10.00 per unit, or an aggregate amount of up to $65,000,000, in a private placement that will close concurrently with the closing of our initial business combination. The Sponsor Affiliates have informed us that they do not intend to purchase any securities pursuant to the forward purchase agreement.

Pursuant to a registration rights agreement that we entered into with our initial stockholders upon the closing of our IPO, we may be required to register certain securities for sale under the Securities Act. These holders, and holders of warrants issued upon conversion of working capital loans, if any, are entitled under the registration rights agreement to make up to three demands that we register certain of our securities held by them for sale under the Securities Act and to have the securities covered thereby registered for resale pursuant to Rule 415 under the Securities Act. In addition, these holders have the right to include their securities in other registration statements filed by us. However, the registration rights agreement provides that we will not be required to effect or permit any registration or cause any registration statement to become effective until the securities covered thereby are released from their lock-up restrictions, as described herein. We will bear the costs and expenses of filing any such registration statements.

OFF-BALANCE SHEET ARRANGEMENTS; COMMITMENTS AND CONTRACTUAL OBLIGATIONS; QUARTERLY RESULTS

As of June 30, 2024, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K and did not have any commitments or contractual obligations. No operating data is included in this report as we have conducted no operations to date.

Critical Accounting Estimates

The preparation of financial statements and related disclosures in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. The Company has identified the following as its critical accounting estimates:

Class A Common Stock Subject to Possible Redemption

The Company accounts for its common stock subject to possible redemption in accordance with the guidance enumerated in ASC 480 “Distinguishing Liabilities from Equity” (“ASC 480”). Common stock subject to mandatory redemption is classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered by the Company to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of June 30, 2024 and December 31, 2023, the Class A common stock subject to possible redemption in the amounts of $16,677,857 and $23,750,019, respectively, are presented as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheet.

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable shares of Class A common stock to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized a measurement adjustment from initial book value to redemption amount value. The change in the carrying value of the redeemable Class A common stock resulted in charges against additional paid-in capital and accumulated deficit. The estimates involved in the remeasurement include changes in the value of the Trust Account assets and estimates of income taxes paid or payable that the Company has the ability to withdraw from the Trust Account.

Recent Accounting Standards

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09), which requires disclosures of incremental income tax information within the rate reconciliation and expanded disclosures of income taxes paid, among other disclosure requirements.

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ASU 2023-09 is effective for the fiscal year beginning after December 15, 2024. Early adoption is permitted. The Company’s management does not believe the adoption of ASU 2023-09 will have a material impact on its financial statements and disclosures.

Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statement.

JOBS ACT

On April 5, 2012, the JOBS Act was signed into law. The JOBS Act contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. We will qualify as an “emerging growth company” and under the JOBS Act will be allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We are electing to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. As a result, our unaudited condensed financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.

Additionally, we are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if, as an “emerging growth company,” we choose to rely on such exemptions we may not be required to, among other things: (1) provide an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act; (2) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act; (3) comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the condensed financial statements (auditor discussion and analysis); and (4) disclose certain executive compensation-related items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee compensation. These exemptions will apply for a period of five years following the completion of our IPO or until we are no longer an “emerging growth company,” whichever is earlier.

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INFORMATION ABOUT BAIRD MEDICAL

Unless otherwise indicated or the context otherwise requires, references in this section to the “Company,” “we,” “us,” “our,” and other similar terms refer to PubCo and its subsidiaries immediately following the consummation of the Business Combination. See page 4 for a glossary of certain terms used throughout this section.

Overview

We are one of the leading microwave ablation medical device developers and providers in the PRC 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. We ranked first among microwave ablation medical device providers in the treatment of thyroid nodules and breast lumps in the PRC in terms of sales revenue and sales volume of microwave ablation needles in 2022 according to the Frost & Sullivan Report. Further, we were the third largest microwave ablation medical device provider in the PRC in terms of sales revenue in 2022.

Microwave ablation is a minimally invasive treatment technique that denaturalizes and coagulates the protein of tumor cells with extreme heat generated by microwave energy. Microwave ablation treatments have been applied to benign and malignant tumors, and management believes they are safer, less invasive and easier to operate with faster recovery periods and lower complication rates for patients, as compared to traditional treatment methods such as surgery, radiotherapy, interventional radiology, chemotherapy, targeted therapy and immunotherapy. The Company is not aware of any research suggesting that such traditional treatments can also prevent cancer progression by curbing benign tumors from developing into malignant tumors. The type of tumor treatment depends on the patient’s individual circumstances, including the size and characteristics of the tumor, the desired outcome, and the acceptable cost. Some types of benign tumors have the potential of transforming into malignant ones through a process known as “cancer progression.” The cancer progression rates among persons with thyroid nodules and breast lumps are 5.0% and 7.0%, respectively, according to the Frost & Sullivan Report. Microwave ablation treatments can help to prevent cancer progression by curbing a benign tumor from developing into a malignant tumor, and management believes that patients diagnosed with benign tumors are inclined to seek tumor removal to avoid the risks of cancer progression.

Our product offerings and pipeline products mainly consist of microwave ablation apparatus and needles. Our product offerings available for sale include microwave ablation apparatus approved for the treatment of live cancer and thyroid nodule, long microwave ablation needles, and fine microwave ablation needles. Currently, we hold two registration certificates for Class III medical devices specifically approved for the treatment of liver cancer and thyroid nodules, and one registration certificate for Class II medical devices in the PRC. For a full list of each such product and its respective registration certificate, see the section titled “Competitive Strengths” below. Under PRC laws and regulations, Class II medical devices are those with moderate risks and are strictly controlled and administered, and Class III medical devices are those with relatively high risks and are strictly controlled and administered through special measures.

Through our research and development team, led by our co-chief technical officers, Mr. Rongjian Lu and Mr. Hailong Sun, and our research and development partners, including Nanjing Forestry University and Zhuhai People’s Hospital, we have focused our development efforts on additional types of microwave ablation medical devices to meet market demand, and have also developed a product pipeline to achieve more extensive products offering.

Our products are ultimately sold to hospitals through (i) direct sales, (ii) deliverers, or (iii) distributors. Benefiting from our distributors’ established channels and resources, we have been able to cut costs and time in reaching target markets compared to the costs and time required to distribute those products through direct sales. See “Sales Channels” below for an explanation of the difference between deliverers and distributors. With a network of qualified deliverers, we have been able to sell products to a large group of hospitals at once. With our solid and strategically managed network of deliverers and distributors and close collaboration with medical associations and doctors through our sales and marketing efforts, we have seen the number of hospitals in China purchasing our products increase from approximately 430 in the year ended December 31, 2022 to approximately 505 in the fiscal year ended December 31, 2023, with the number of Grade III hospitals (the

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highest tier hospitals in China as classified and graded pursuant to the Pilot Draft of the Hospital Hierarchy Management Scheme of the PRC) increasing from approximately 250 to approximately 310.

We have experienced significant growth in our business and results of operations in the fiscal years ended December 31, 2022 and 2023. Our revenue decreased from $35.1 million in the fiscal year ended December 31, 2022 to $31.5 million in 2023, representing decrease of 10.4%. Our net income decreased from $12.8 million in the fiscal year ended December 31, 2022 to $10.7 million in 2023, representing decrease of 16.6%.

Competitive Strengths

We are one of the Leading Microwave Ablation Medical Device Developers and Providers in the PRC for Minimally Invasive Treatment of Tumors, a Fast-growing and Underserved Microwave Ablation Medical Device Market

We are one of the leading medical device developers and providers in the PRC for minimally invasive treatment of tumors. We ranked first among microwave ablation medical device providers in the treatment for thyroid nodules and breast lumps in the PRC in terms of sales revenue and sales volume of microwave ablation needles in 2022 according to the Frost & Sullivan Report. We are the first company to have our proprietary microwave ablation medical devices specifically approved for use to treat thyroid nodules successfully registered as a Class III medical device.

We operate in the growing PRC microwave ablation market. Given the increasing number of cancer patients, the promotion of ablation technique in hospitals and the rising adoption of minimally invasive operation, ablation therapy has gradually become one of the most common treatments for tumors in the PRC. According to the Frost & Sullivan Report, from 2016 to 2022, the market size of China’s tumor ablation industry in terms of hospital charge price has increased from RMB1.88 billion to RMB4.6 billion with a CAGR of 15.5%. Microwave ablation, the largest sector of the tumor ablation therapy market in China, contributed to 60% of the overall ablation market, with a sales revenue of RMB2.67 billion in 2021. The market size of the tumor ablation industry in China is expected to remain an upward trend and is expected to reach RMB12.26 billion in 2027 with a CAGR of 22.4%. The number of microwave ablation procedures in the PRC, which increased from approximately 71,000 in 2016 to approximately 181,000 in 2021, is expected to reach approximately 640,700 in 2027, representing a CAGR of 25.0% from 2022 to 2027, where most of the growth is expected to be in the field of thyroid nodule ablation. Our microwave ablation devices primarily target specialty areas, including both benign tumors with a focus on thyroid nodules and malignant tumors with a focus on liver cancer and lung cancer.

Extensive Sales and Distribution Network

We have an established and strategically managed sales and distribution network across China. For the fiscal years ended December 31, 2022 and 2023 with an extensive network of deliverers and distributors, our products were distributed directly, through deliverers and by distributors and by the Company itself to approximately 430 and approximately 505 hospitals across 21 and 24 provinces, municipalities and autonomous regions in China, respectively.

Our sales and distribution network allows us to keep in touch with customers nationwide and respond to clients’ needs in an effective and timely manner. Leveraging our distributors’ and deliverers’ sales network and their geographical coverage, we are able to establish close contact with more hospitals and doctors and obtain direct feedback from product users.

Enhanced Research and Development Capabilities through Collaboration with Market Participants

We attach great importance to research and development. We are the first company to have proprietary microwave ablation medical devices specifically approved for the treatment of thyroid nodules registered as Class III medical devices in the PRC. Currently, we hold two Class III registration certificates under the Company’s name: microwave therapeutic instrument and accessories and disposable microwave ablation needle. We have also successfully obtained the registration certificate for the Class III Certificate for MWA Needles, and one registration certificate for Class II medical devices in the PRC in relation to disposable sterile biopsy needles.

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The following table provides a summary of our registered medical devices and their respective classifications:

Class III MWA needles

Model

Registration
Certificate Number

Certificate
Validity

Class

Frequency

Power

Power Source

Service
Life

MTI-5AT

CFDA 20183011581
(国械注准 20183011581)

6 Feb. 2023 to 5 Feb. 2028

Class III

2,450MHz

Range 0 to 120W, 1W interval

Magnetron

8 years

MTI-5B

CFDA 20183011581
(国械注准 20183011581)

6 Feb. 2023 to 5 Feb. 2028

Class III

2,450MHz

Range 0 to 120W, 1W interval

Magnetron

8 years

MTI-5C

CFDA 20183011581
(国械注准 20183011581)

6 Feb. 2023 to 5 Feb. 2028

Class III

2,450MHz

Range 0 to 120W, 1W interval

Magnetron

8 years

MTI-5DT

CFDA 20183011581
(国械注准 20183011581)

6 Feb. 2023 to 5 Feb. 2028

Class III

2,450MHz

Range 0 to 120W, 1W interval

Magnetron

8 years

MTI-5ET

CFDA 20183011581
(国械注准 20183011581)

6 Feb. 2023 to 5 Feb. 2028

Class III

2,450MHz

Range 0 to 120W, 1W interval

Solid-state
source

8 years

Class II MWA needles

Registered Name

Registration
Certificate Number

Certificate
Validity

Class

Model

Product Characteristics Classification

Service
Life

Microwave Thermal Coagulation Ablation Needle

SXZZ 20182210706 (苏械注准20182210706)

26 Mar. 2018 to 25 Mar. 2023

(Class III license for thyroid nodules and liver cancer usage have been obtained, as discussed below)

Class II

XR-A2018W

XR-A2015W

XR-A1818W

XR-A1815W

XR-B2018W

XR-B2015W

XR-B1818W

XR-B1815W

Long Microwave Ablation Needles

1. Needle material: the needle tip is tin-phosphor bronze, the needle shaft is stainless steel, with PTFE coating;

2. Microwave frequency: 915 MHz or 2450 MHz;

3. Specifications: needle length is 15 cm to 18 cm, needle diameter is 1.8 mm to 2.0 mm, to meet various clinical needs;

4. Scope of application: commonly used for microwave ablation treatment of liver and lung cancer.

2 years

XR-A1610W

XR-A1608W

XR-A1410W

XR-A1408W

XR-B1610W

XR-B1608W

XR-B1410W

XR-B1408W

Fine Microwave Ablation Needle

1. Needle material: the needle tip is tin-phosphor bronze, the needle shaft is stainless steel, with PTFE coating;

2. Microwave frequency: 915 MHz or 2450 MHz;

3. Specifications: needle length is 8 cm to 10 cm, needle diameter is 1.4 mm to 1.6 mm, to meet various clinical needs;

4. Scope of application: commonly used for microwave ablation treatment of thyroid nodules and breast lumps.

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Registered Name

Registration
Certificate Number

Certificate
validity

Class

Model

Product Characteristics Classification

Service Life

Disposable Microwave Ablation Needle

CFDA 20233011839 (国械注准20233011839)

December 4, 2023 to December 3, 2028

Class III

G-16-20,

G-16-15,

G-16-10,

G-16-08

Fine Microwave Ablation Needles

This product is used in medical institutions, together with our microwave therapeutic apparatus (models: MTI-5AT, MTI-5ET and MTI-5DT) for the treatment of primary liver cancer with a diameter of ≤3cm or metastatic liver cancer with a diameter of ≤3cm and less than 3 lesions.

2 years

G-20-25,

G-20-21,

G-20-18,

G-20-15,

G-18-25,

G-18-21,

G-18-18,

G-18-15,

Long Microwave Ablation Needles

Disposable Microwave Ablation Needle

CFDA 20243010517 (国械注准20243010517)

March 19, 2024 to March 18, 2029

Class III

J-16-12-XT,

J-16-10-XT,

J-16-08-XT,

J-16-05-XT,

J-14-15-XT,

J-14-12-XT,

J-14-10-XT,

J-14-08-XT,

J-14-05-XT

Fine Microwave Ablation Needles

This product is used in medical institutions, together with our microwave therapeutic apparatus (models: MTI-5AT, MTI-5ET, and MTI-5DT) for the treatment of benign thyroid nodules (with a nodule diameter ≥2cm, solid content >80%, progressive enlargement, presence of compression symptoms, and affecting appearance of patient)

2 years

J-20-15-XT,

J-20-12-XT,

J-20-10-XT,

J-20-08-XT,

J-20-05-XT,

J-18-15-XT,

J-18-12-XT,

J-18-10-XT,

J-18-08-XT,

J-18-05-XT,

J-16-15-XT,

Long Microwave Ablation Needles

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Disposable sterile biopsy needle (Class II)

Registered Name

Registration Certificate
Number

Certificate Validity

Class

Model

Service Life

Disposable Sterile Biopsy Needle

SXZZ 20232141234 (苏械注准20232141234)

30 Aug. 2023 to 19 Aug. 2028

Class II

BN-MAR-1

2 years

Our research and development capacities are supported by our research and development team, led by Mr. Rongjian Lu and Mr. Hailong Sun. As of January 4, 2024, we possessed 47 patents in the PRC, and 33 patent applications are currently pending. Additionally, we collaborate with academic institutions, including Nanjing Forestry University and Zhuhai People’s Hospital, and contract with research organizations to perform research and development activities. This practice allows us to benefit from the expertise of the partnered or contracted institutions and organizations, through which we have developed a product pipeline to achieve a more extensive product offering.

We believe that our research and development capacities allow us to be well-positioned to offer a wider variety of microwave ablation medical devices to patients.

One of the Leading Players in the Microwave Ablation Medical Device Industry that Adds Value to Stakeholders in the Value Chain

Microwave ablation medical devices can provide benefits to stakeholders in the value chain from patients to hospitals and medical practitioners. For patients, microwave ablation is one of the available treatment options of certain types of tumors, including liver cancer, thyroid nodules, pulmonary nodules, breast lumps, and lung cancer. Patients eligible for microwave ablation include those with a single tumor of no larger than 5cm in diameter or multiple tumors with no more than three tumors, each with less than 3cm in diameter. Compared with other treatment options such as radiofrequency ablation, cryoablation and laser ablation, the heat generated by microwave ablation is stronger and has the advantages of rapid heating, larger ablation volume, and shorter operation time. Additionally, microwave ablation is less likely to cause postoperative complications compared to cryoablation and laser ablation. In general, for eligible patients, microwave ablation has the advantages of being safe, minimally invasive and easy to operate with a rapid recovery and low complication rate for patients. See “Industry Overview” for details. For hospitals, our microwave ablation devices provide them with a surgical alternative to conventional open surgery and chemotherapy for some patients. Patients undergoing microwave ablation treatment also require a shorter observation period and hospital stay period (if any) after operation. Therefore, by providing microwave ablation treatment, hospitals can reduce the number of open surgery or chemotherapy patients and the burden on hospital capacity. For medical practitioners, our microwave ablation medical devices require shorter operation time and involve relatively lower risks as compared to open surgery. Additionally, microwave ablation treatment achieves comparable clinical results with other traditional forms of treatment, such as open surgery, chemotherapy and radiation therapy with relatively lower fees, thereby reducing the burden on expense reimbursement by private insurance companies and government medical expenditure.

Highly Experienced Management Team with Proven Track Record

We have an experienced, dedicated and stable management team, with deep industry knowledge and management expertise that has contributed to our success. Our founder, chief executive officer and chairperson of the board of directors, Haimei Wu, has over 20 years of experience in the medical devices industry and oversees the overall strategic planning and business development of ExcelFin. Mr. Wei Hou, one of our directors, has over 28 years of experience in management and sales in the pharmaceutical industry. In addition, our senior management team includes members with backgrounds in accounting, research and development, and sales.

Over the years, our management team has established close relationships with customers and suppliers and accumulated in-depth knowledge of the microwave ablation medical device industry with a strong understanding of industry development and market trends. We believe that our leadership team, with their strong management skills, and the utilization of our distribution networks and industry experience, will help us sustain our growth and future development.

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Growth Strategies

Our goal is to become a renowned medical developer and provider that delivers high quality, comprehensive and innovative products. We plan to implement the following growth strategies in the upcoming years.

Broaden and Deepen our Product Portfolio

We intend to broaden and deepen our product portfolio in order to strengthen our position in the microwave ablation medical device market through research and development collaborations. We also plan to register our Class III medical devices specifically approved for the treatment of breast lumps, pulmonary nodules, varicose veins, bone tumors, uterine fibroids and other diseases.

Breast lumps. We have completed the prototype manufacturing and product registration testing of microwave ablation devices specifically approved for the treatment of breast lumps in the PRC, and we expect to complete the clinical trials by June 2025. We expect to complete the NMPA registration procedures after the clinical trials and obtain applicable registration certificates in October 2025. Based on the experience of the agent filing our CE certificate (our “CE Filing Agent”), we believe we can use the clinical data from the PRC for our CE certificate process and therefore potentially may not need to conduct any further clinical trials in the EU. However, there can be no assurance that we will not be required to conduct clinical trials in the EU, especially since this statement has not been confirmed by a CE notified body. If we are not required to conduct clinical trials in the EU, we expect to submit our EU CE certification materials around June 2025 and obtain the applicable registration certificates between October 2025 and the middle of 2026, based on the average timeline currently observed in the EU. Based on our CE Filing Agent’s past experience with similar applications, we hope to receive such registration certificates by around October 2025. However, we cannot predict with certainty the timeline of obtaining the applicable NMPA registration and the EU CE certificates, and it is possible that we may not obtain such certificates at all.

Pulmonary nodules. We have completed the prototype manufacturing of microwave ablation devices specifically approved for the treatment of pulmonary nodules and are in the process of product registration testing in the PRC. We plan to conduct clinical trials and thereafter apply for NMPA registration. We expect to complete the pulmonary nodules clinical trials by June 2025, complete the NMPA registration procedures thereafter and obtain applicable registration certificates in October 2025. Similar to our progress with the breast lump clinical trials, we expect to use the clinical data obtained from our PRC clinical trials for our CE certificate process based on our CE Filing Agent’s experience and apply for EU CE certification concurrently and obtain the applicable registration certificates between October 2025 and the middle of 2026. However, we cannot predict with certainty the timeline of obtaining the applicable NMPA registration and the EU CE certificates, and it is possible that we may not obtain such certificates, if at all.

Thyroid nodules. We have completed the prototype manufacturing, product registration testing and clinical trials of microwave ablation devices specifically approved for the treatment of thyroid nodules in the PRC. We have completed the NMPA registration procedures and obtained applicable registration certificates in July 2023. Based on the experience of our CE Filing Agent, we believe we can use the clinical data from the PRC for our CE certificate process and therefore potentially may not need to conduct any further clinical trials in the EU. However, there can be no assurance that we will not be required to conduct clinical trials in the EU, especially since this statement has not been confirmed by a CE notified body. If we are not required to conduct clinical trials in the EU, we expect to submit our EU CE certification materials in December 2024 and obtain the applicable registration certificates in 2025 or the beginning of 2026, based on the average timeline currently observed in the EU. Based on our CE Filing Agent’s past experience with similar applications, we hope to receive such registration certificates by the end of the first quarter of 2025. However, we cannot predict with certainty the timeline of obtaining the EU CE certificate, and it is possible that we will not obtain the CE certificate in the EU at all.

Varicose veins. We have completed the prototype manufacturing of microwave ablation devices specifically approved for the treatment of varicose veins in the PRC and are in the process of product registration testing. We plan to conduct clinical trials and thereafter apply for NMPA registration. However, there can be no assurance that the NMPA registration for varicose veins will ultimately be achieved.

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Bone tumors and uterine fibroids. We are in the process of prototype manufacturing of microwave ablation devices specifically approved for the treatment of bone tumors and uterine fibroids. Thereafter, we plan to commence product registration testing in the PRC, which is expected to be completed in June 2025. However, there can be no assurance that product registration testing in the PRC will be completed in June 2025, or at all. If such product registration testing is completed, we plan to conduct clinical trials and thereafter apply for NMPA registration.

Enhance Research and Development Capabilities

We intend to continue focusing on identifying the technologies with clinical potential and collaborating with our research and development partners to tackle the key clinical issues and launch new products in the microwave ablation medical device market in the PRC. Going forward, we plan to study, research and develop microwave ablation intelligence, which uses robots and optical surgical navigation technology to locate tumors, improve surgical accuracy and reduce dependence on doctors’ skills and experience. Specifically, we intend to develop and launch AI robotic surgery assistance, particularly for the treatment of thyroid nodules, breast lumps, bone tumors, pulmonary nodules, prostate tumors and heart hypertrophy. To this end, we plan to invest a total of approximately $18.7 million in the research and development of microwave ablation intelligence through 2027. We plan to conduct pre-clinical activities on the application of microwave ablation intelligence in 2025 and complete relevant clinical trials in 2027.

To execute our research and development objectives, we plan to expand and increase the headcount of our research and development team. We have established a research and development committee to oversee the key stages of our research and development processes, advise on research and development strategies, and review the status and progress of new research projects. As of December 31, 2023, our research and development team consisted of 11 members and is led by our co-chief technical officers, Mr. Rongjian Lu and Mr. Hailong Sun. We plan to recruit an additional 20 research and development staff with a bachelor’s degree and at least three years of experience in the research and development of medical devices in the next two years, with such recruitment to take place in batches.

Expand our Presence in Foreign and Emerging Markets

Leveraging our established products and market position in the PRC, we intend to tap into overseas markets such as the U.S., the EU and Southeast Asia in the coming years, which we believe have great market growth potential, by establishing overseas offices and seeking collaboration with local sales channels. According to the Frost & Sullivan Report, radiofrequency ablation was the largest sector of the tumor ablation therapy market in the U.S. and Europe in 2022, followed by microwave ablation, which contributed to 21.9% and 27.3% of the overall tumor ablation therapy market in the U.S. and Europe in terms of revenue, respectively. The total addressable market for microwave ablation devices is projected to grow across various regions and cancer types and is expected to reach $151.5 million in the U.S., $110.2 million for thyroid cancer in Europe, $9.5 million for breast cancer in Europe, and $77.1 million in Southeast Asia by 2027, according to the Frost & Sullivan Report. The microwave ablation market in the U.S. is relatively concentrated with a few top market players, whereas the market in Europe is relatively fragmented. It is expected that the market size of microwave ablation therapy market in the U.S. and Europe will continue to grow over time. We intend to invest a total of approximately $1.7 million in the clinical trials and applications of FDA registration and CE Mark for selected devices.

In 2022, we initiated our plan for FDA marketing clearance in the U.S. and C.E. Mark in the EU for our propriety microwave ablation medical device to be used for the coagulation (ablation) of soft tissues other than special soft tissues. Soft tissues include all tissues in the body that have not been hardened by the process of ossification or calcification, including muscles, tendons, ligaments, fats, fibrous tissues, lymphatic and blood vessels, fascia and synovium. According to the FDA Guidance Premarket Notification (510(K)) Submissions for Electrosurgical Devices for General Surgery, special soft tissues include the lungs, colorectal tissue, skin, mucous membranes, and nerve tissue, and are subject to specific requirements such as additional testing in chronic animal studies.

In the U.S., all of our research and development for soft tissue products (excluding special soft tissues) has been completed. Manufacturers of most Class II devices are required to submit to the FDA a premarket notification under Section 510(k) of the Food, Drug and Cosmetic Act requesting permission to commercially

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distribute the device. The FDA’s permission to commercially distribute a device subject to a 510(k) premarket notification is generally known as 510(k) clearance. On July 28, 2023 we submitted to the FDA (i) a premarket notification submission demonstrating that our disposable microwave ablation needle is “substantially equivalent” to a predicate device (disposable microwave therapeutic antenna) already on the market and (ii) a premarket notification submission demonstrating that our microwave ablation system is “substantially equivalent” to a predicate device (microwave therapeutic system) already on the market. A predicate device is a legally marketed device that is not subject to premarket approval (“PMA”), i.e., a device that was legally marketed prior to May 28, 1976 (pre-amendments device) and for which a PMA is not required, a device that has been reclassified from Class III to Class II or I, or a device that was found substantially equivalent through the 510(k) process. On November 13, 2023, the FDA notified us that our disposable microwave ablation needle and system is substantially equivalent to a predicate device currently on the market (disposable microwave therapeutic antenna or microwave therapeutic system, as applicable). The FDA classified both devices into Class II and granted 510(k) clearance to commercially market the devices for the coagulation (ablation) of soft tissue, excluding cardiac use.

After a device receives 510(k) marketing clearance, any modification that could significantly affect its safety or effectiveness, or that would constitute a major change or modification in its intended use, will require a new 510(k) clearance or, depending on the modification, PMA approval. The FDA requires each manufacturer to determine whether the proposed change requires submission of a 510(k) or a PMA in the first instance, but the FDA can review any such decision and disagree with a manufacturer’s determination. If the FDA disagrees with a manufacturer’s determination, the FDA can require the manufacturer to cease marketing and/or request the recall of the modified device until 510(k) marketing clearance or PMA approval is obtained. Also, in these circumstances, the manufacturer may be subject to significant regulatory fines or penalties.

With respect to marketing our breast lump, pulmonary nodules and thyroid nodule products within the EU, the research and development process and clinical trial process is well advanced, although we may still need to conduct certain additional studies and clinical evaluation research to meet EU MDR requirements. This is because, although not yet confirmed by a CE notified body, we believe we may be able to rely on the clinical trial data from the PRC, in which case we would potentially not need to conduct further clinical trials in the EU and would expect to have completed the necessary research by June of 2025. However, if during the course of our CE certificate application process we are asked to provide additional clinical trial data, we will have to conduct the appropriate additional clinical trials, which would lengthen the CE certification process. More specifically, with respect to the breast lump and pulmonary nodule products clinical trial process in the PRC, we completed product registration and animal testing of our products in May 2023, and revised the case report form based on the research plan discussion conference which took place in September 2023. In January 2024, the work for the third-party usability study was completed, and the report for the third-party usability study and the clinical evaluation research and clinical trial testing plans for the breast lump and pulmonary nodules clinical research, respectively, were completed in February 2024. Although finalized, we are prepared to revise such respective clinical trial testing plan accordingly should there be any comments or constructive feedback to such plan we may receive from our other hospital institutions or involved parties or as part of our ethics approval process. By September of 2024, we plan to: (i) complete the ethics review, (ii) execute the clinical research contracts with the relevant research collaborators and/or the hospital institutions which shall be appointed to carry out the specific tasks of the clinical research; and (iii) submit, where possible, the clinical trial evaluation reports as part of any pre-registration reviews of the certification procedure to shorten the certification processing time for each of the breast lump and pulmonary nodules clinical studies, respectively. Shortly after in September of 2024, we expect to have each of the hospital institutions start the clinical trials stage by enrolling research participants and performing medical diagnoses for the breast lump and pulmonary nodule clinical trials, respectively. Based on the current proposed research schedule timeframe, we expect to have all research participants successfully enrolled by November 2024 and finish all clinical trial data collection by May 2025 for both clinical trials, respectively. Thereafter, we expect to have semi-final research reports from each hospital institution and the finalized clinical trial research reports in relation to the two respective clinical trials completed in June 2025. On the other hand, the clinical trials for thyroid nodule products have already finalized on July 20, 2020. Around June 2025, we plan to submit our clinical trial results for NMPA and CE certification for our breast lumps and pulmonary nodules product lines, and CE certification for our thyroid nodules product line. If our application is accepted, we expect to obtain the certification for such product line between October 2025 to the mid-year of 2026, based on the average timeline currently observed in the EU.

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However, there can be no guarantee that the CE Mark will be granted nor with respect to the scope of the indication. Medical devices sold in the EU must comply with the requirements provided for in the EU MDR. Compliance with these requirements is a prerequisite to be able to affix the European Conformity, or CE, mark to our products, without which they cannot be sold or marketed in the EU. To demonstrate such compliance, the Company must undergo a conformity assessment procedure, which varies according to its medical devices classification. Consequently, classification of a device depending on the risks associated with its use and its characteristics is the first step to be undertaken by the manufacturer. Except for low-risk medical devices (Class I), where the manufacturer can self-assess the conformity of its products with the general safety and performance requirements (except for any parts which relate to sterility, metrology or reuse aspects), a conformity assessment procedure requires the intervention of a private organization designated by the EU Member States national competent authorities, or so-called “notified body”. For Class IIb and III devices, which correspond to the classifications that may be expected for devices currently developed by the Company, the application file must contain the results of a clinical evaluation to evidence the safety and performance of the device, the related technical and clinical documentation, and a post- marketing surveillance plan, as detailed in Annex II of the EU MDR. In addition, the manufacturer must designate a person responsible for regulatory compliance who has expertise in the field of medical devices, as well as a European authorized representative when it is not based in the E.E.A. The manufacturer must also implement an appropriate quality and risk management system (generally using an ISO 13485:2016 certification) and implement a supplier management system.

Once the conformity certification is granted by the CE notified body, the manufacturer must issue a declaration of conformity certifying under its own responsibility its conformity with the EU MDR. The manufacturer can then affix the CE mark to its devices, which may then be marketed in the EU. The manufacturer must provide the applicable CE notified body with notice of any change or any modification that may affect the safety or performance of the device or the manufacturer’s quality management system. If such change or modification is substantial, it may be subject to prior authorization from such CE notified body. If the CE notified body concludes that the manufacturer does not comply with the EU MDR requirements, it may suspend or withdraw the compliance certification it issued, and the marketing of the device would be required to be stopped until a new certification is obtained.

Selectively Pursue Strategic Acquisitions or Investment

We started to offer microwave ablation medical devices after our successful acquisition of Nanjing Changcheng in 2017. We plan to actively seek suitable opportunities for strategic acquisitions, investment or synergistic business cooperation to grow our business, expand our product portfolio, enhance sales and distribution network, and strengthen our research and development capabilities to further consolidate our market position. The acquisition or investment opportunities we may pursue include (i) companies offering microwave ablation products and technologies, which could potentially allow us to expand and/or upgrade our product offerings, (ii) companies offering laser ablation products and technologies, which could potentially allow us to expand product offerings to the treatment of prostate cancer and brain cancer, and (iii) companies that focus on the development of AI technologies and products, which could potentially allow us to utilize the AI technologies and develop AI robotic surgery assistance microwave ablation or other medical procedures.

We evaluate potential acquisition or investment targets based on a number of factors, including potential to achieve synergies, the target’s operational history and results of operations, qualifications of the target’s management, estimated costs and time to complete the acquisition, potential return, and market reputation. We have not currently identified any potential targets for acquisition or investment.

Automate Product Lines

Our production process, including assembly, packaging and product testing, predominantly rely on manual operations. To increase standardization and product efficiency, we plan to automate certain production steps by automating our manufacturing plants in an attempt to increase operational efficiency, enhance product standardization, and ensure quality of medical devices manufactured.

Business Model

Our business primarily includes the design, development, manufacturing and sale of our proprietary microwave ablation medical devices and sales of other medical devices. For the fiscal years ended December 31,

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2022 and 2023, the sales of microwave ablation medical devices represented 89.1% and 98.4% of our total revenue, respectively. For the fiscal years ended December 31, 2022 and 2023, the sales of other medical devices represented 10.9% and 1.6% of our total revenue, respectively.

Sales of proprietary microwave ablation medical devices

Overview of microwave ablation medical devices

Tumor ablation therapy is a technique guided by ultrasound, CT, magnetic resonance imaging (“MRI”) and other imaging techniques while using energy ablation (including microwave ablation), chemical ablation, or other minimally invasive procedures to target the tumor, causing acute cellular necrosis with very high temperature to ultimately achieve inactivation of the tumor. Tumor ablation techniques are applied in the treatment of both benign and malignant tumors, and have the advantage of being safe, minimally invasive and easy to operate with a rapid recovery and low complication rate for patients. Tumor ablation therapy can also help to prevent cancer progression by curbing a benign tumor from developing into a malignant one. Therefore, early detection and treatment of benign tumors plays an important role in cancer prevention. Microwave ablation denaturizes and coagulates the protein of tumor cells with extreme heat generated by microwave energy. Microwave ablation techniques have been developed for the treatment of different benign and malignant tumors, including liver cancer, thyroid nodules, lung cancer and breast lumps.

In a typical microwave ablation treatment, patients are operated on under local anesthesia. Depending on the size and location of the tumor, the doctor presets, among other things, the power (usually 35W), ablation time (usually within 12 to 15 minutes for skilled doctors) and the ablation mode (usually continuous, pulse or pedal mode) in the microwave ablation therapeutic apparatus. The medical practitioner first makes a small incision to facilitate the penetration of the microwave ablation needle. Under the guidance of ultrasound, CT scan or other imaging equipment, which are used in conjunction with the microwave ablation medical devices to detect the location of tumors, the microwave ablation needle can be inserted into the tumor accurately. The ultrasound, CT scan or other imaging equipment employed are standard medical devices available in the hospitals. The microwave ablation needle should pass through the center of the tumor for an evenly distributed ablation effect. After ensuring the peristaltic pump is turned on to allow circulation of cooling saline, the medical practitioner will start the microwave ablation treatment. The microwave ablation therapeutic apparatus produces and transmits intense heat that coagulates the tumor tissue through the microwave ablation needle. The cooling saline runs through the microwave ablation needle except its tip which has direct contact with the tumor. The circulation of cooling saline can prevent or reduce damage to other parts of the patient’s body. The medical practitioner assesses the ablation effect throughout the microwave ablation treatment to avoid over-ablation by observing the operation status as shown on the microwave ablation therapeutic apparatus and the tumor via ultrasound, CT scan or other imaging equipment. The diagram below exemplifies a microwave ablation medical set-up in a typical treatment.

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Registered Name

Registration
Certificate Number

Certificate
validity

Class

Model

Product Characteristics Classification

Service Life

Disposable Microwave Ablation Needle

CFDA 20233011839 (国械注准20233011839)

December 4, 2023 to December 3, 2028

Class III

G-16-20,

G-16-15,

G-16-10,

G-16-08

Fine Microwave Ablation Needles

2 years

G-20-25,

G-20-21,

G-20-18,

G-20-15,

G-18-25,

G-18-21,

G-18-18,

G-18-15,

Long Microwave Ablation Needles

Disposable Microwave Ablation Needle

CFDA 20243010517 (国械注准20243010517)

March 19, 2024 to March 18, 2029

Class III

J-16-12-XT,

J-16-10-XT,

J-16-08-XT,

J-16-05-XT,

J-14-15-XT,

J-14-12-XT,

J-14-10-XT,

J-14-08-XT,

J-14-05-XT

Fine Microwave Ablation Needles

2 years

J-20-15-XT,

J-20-12-XT,

J-20-10-XT,

J-20-08-XT,

J-20-05-XT,

J-18-15-XT,

J-18-12-XT,

J-18-10-XT,

J-18-08-XT,

J-18-05-XT,

J-16-15-XT,

Long Microwave Ablation Needles

Microwave therapeutic apparatus

We produce five models of proprietary microwave ablation therapeutic apparatus. The table below sets forth the product category, product classification, size, frequency used, power, power source, useful life and special features of our proprietary microwave ablation therapeutic apparatus.

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Product
Category

Classification

Size

Frequency

Power

Useful Life

Special Features

Picture

MTI-5AT

Class III

490mm×460mm
×155mm

2,450 MHz

range of 0 to 120W, with 1W interval

magnetron

eight years

touch-screen, over-heating protection, portable

MTI-5B

Class III

445mm×330mm
×156mm

2,450 MHz

range of 0 to 120W, with 1W interval

magnetron

eight years

physical buttons, applicable to radiation therapy, portable

MTI-5C

Class III

430mm×520mm
×950mm

2,450 MHz

range of 0 to 120W, with 1W interval

magnetron

eight years

touch-screen, applicable to radiation therapy, movable

MTI-5DT

Class III

580mm×750mm
×1450mm

2,450 MHz

range of 0 to 120W, with 1W interval

magnetron

eight years

touch-screen, over-heating protection, two-port output for treatments using two microwave ablation needles simultaneously, movable

MTI-5ET

Class III

490mm×460mm
×155mm

2,450 MHz

range of 0 to 120W, with 1W interval

solid state source

eight years

touch-screen, over-heating protection, portable

We develop the system and monitoring software embedded in our proprietary microwave ablation therapeutic apparatus. As of December 31, 2023, we had 22 registered software copyrights.

Sales of other medical devices

We also distribute and sell other medical devices, such as catheters, ventilators, operation tables, medical gloves, syringes, and large medical machines and systems. We source these medical devices from third-party suppliers and then sell these products to customers. We believe that our track record in medical device distribution allows us to establish relationships with other market players along the value chain such as hospitals, suppliers, distributors and deliverers and enhance our brand recognition.

For the year ended December 31, 2022, 10.9% (2023 : 1.6%) of the Company’s sales came from its distribution segment. The following table summarizes the medical devices sold in 2022 through distribution:

Product Name

Registration Number

Product Model

Class

Factory

Ultrasound Therapy Device

SXZZ 20162230952

HM-I-5-Y

Class II

Jiangsu Hanmei Technology Co., Ltd.

Sound-isolating Translucent Membrane

STXB 20160179

HMD-2

Class II

Jiangsu Hanmei Technology Co., Ltd.

Disposable Ultrasound Examination Sheath

YXZZ 20202062090

653003 14*120cm

Class II

Taishan Hongyi Medical Products Co., Ltd.

Medical Pressure Belt

CFDA 20162642767

3040

Class III

DJO, LLC

Medical Image Storage, Transmission and

SXZZ 20192210021

HM-UPACS-1

Class II

Jiangsu Hanmei Technology Co., Ltd

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Product Name

Registration Number

Product Model

Class

Factory

Display System

Salt Water Bottle Holder

N/A

Nanjing Changcheng Medical Equipment Co., Ltd.

Craniomandibular Internal Fixation Screws

CFDA 20153131365

2.0*5mm

Class III

Shanghai Shuangshen Medical Instrument Co., Ltd

Craniomaxillary Internal Fixation Splint

CFDA 20163131419

EQ56 (calibre 22mm)

Class III

Shanghai Shuangshen Medical Instrument Co., Ltd

Craniomaxillary Internal Fixation Splint

CFDA 20163131419

ZQ16

Class III

Shanghai Shuangshen Medical Instrument Co., Ltd

Craniomandibular Internal Fixation Screws

CFDA 20153131365

79-2005

Class III

Shanghai Shuangshen Medical Instrument Co., Ltd

Diagnostic/Ablation Adjustable Elbow End Catheter

CFDA 20163012940

D134721IL

Class III

Johnson & Johnson-Biosense Webster, Inc.

Diagnostic/Ablation Adjustable Elbow End Catheter

CFDA 20163012940

D134722IL

Class III

Johnson & Johnson-Biosense Webster, Inc.

Perfusion Line

CFDA 20183662063

SAT001

Class III

Johnson & Johnson-Biosense Webster, Inc.

Star-shaped Magnetoelectric Dual Positioning Mapping Catheter

CFDA 20153072145

D128211

Class III

Johnson & Johnson-Biosense Webster, Inc.

Star-shaped Magnetoelectric Dual Positioning Mapping Catheter

CFDA 20153772145

D128208

Class III

Johnson & Johnson-Biosense Webster, Inc.

Fixed Bend Diagnostic Electrophysiological Catheter

CFDA 20163775177

F6QRD010RT

Class III

Johnson & Johnson-Biosense Webster, Inc.

Diagnostic/Ablation

CFDA 20163012940

D133604IL

Class III

Johnson & Johnson-Biosense

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Product Name

Registration Number

Product Model

Class

Factory

Adjustable Elbow End Catheter

Webster, Inc.

Diagnostic/Ablation Adjustable Elbow End Catheter

CFDA 20153013202

NI75TCDH

Class III

Johnson & Johnson-Biosense Webster, Inc.

Body Surface Reference Electrodes

CFDA 20172071181

CREFP6

Class III

Johnson & Johnson-Biosense Webster, Inc.

Craniomandibular Internal Fixation Screws

CFDA 20153131365

HE2.0*5

Class III

Shanghai Shuangshen Medical Instrument Co., Ltd

Magnetically Positioned Adjustable Bend Scale Measurement Catheter

CFDA 20193070344

R7D282CT

Class III

Johnson & Johnson-Biosense Webster, Inc.

Three-dimensional Diagnostic Ultrasound Catheters

CFDA 20193062105

SNDSTR10

Class III

Johnson & Johnson-Biosense Webster, Inc.

Curved Visual Bi-directional Adjustable Curved Introducer Sheaths

CFDA 20193030613

D138502

Class III

Johnson & Johnson-Biosense Webster, Inc.

Curved Visual Bi-directional Adjustable Curved Introducer Sheaths

CFDA 20193030613

D138501

Class III

Johnson & Johnson-Biosense Webster, Inc.

As shown above, the Company does not rely on any single-source supplier for the distribution sales of medical devices. Nor is the Company dependent on the sales from its distribution segment, which comprises a small portion of its overall sales. Many of the medical devices listed above are obtained by means of one-time supply transactions and therefore the Company does not expect to make, or rely on making, multiple recurring distribution sales of such medical products. In addition, revenue generated from distribution of the above medical devices constitutes only a relatively small proportion of, and has very little impact on, the Company’s overall revenue levels. Given the market potential of microwave ablation products and sales to date as discussed further below, the Company intends to redirect its efforts from sales of non-microwave ablation products to research and development and sales of microwave ablation products.

Our Production Process

As December 31, 2023, we had a production team consisting of 47 members. The following graphs illustrate the major production process for our microwave ablation medical devices:

Microwave Ablation Needles

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Microwave Ablation Therapeutic Apparatus

Procurement and procurement inspection. We procure components and parts for the medical devices from third parties. We inspect the quality of components and parts sourced before they are further processed.

Component processing. Through our staff or contracted third parties, we process the components and parts sourced.

Assembly and welding. The assembly and welding of components and parts are conducted manually by production staff. The assembly process includes both mechanical assembly and electrical assembly.

Sterilization. After packaging microwave ablation needles, we transport the packaged needles to third-party service providers for sterilization with ethylene oxide sterilization technology.

Product testing. We test the effect of each microwave ablation medical device by applying the microwave ablation on animal organs to check its proper functioning under different microwave powers and with different operation time.

We also conduct quality inspections after each key step during the production process. If any flaw is detected, the semi-finished product would then be returned to the previous step to be revisited or scrapped, as appropriate. See “— Quality Control and Management.”

Suppliers

Our suppliers represent (i) suppliers of direct materials for their production of microwave ablation medical devices, and (ii) suppliers of other medical devices. Typically, contractual agreements with our suppliers have a term of one year, and may be renewed. For the manufacturing of microwave ablation needles, the principal materials include metal, needles, needle connectors, plastic handles, coaxial cable and tube. For the manufacturing of microwave ablation therapeutic apparatus, the principal materials include peristaltic pump, monitor, and various components and accessories of computers. For the fiscal years ended December 31, 2022 and 2023, we purchased all of the materials from suppliers in China.

We enter into supply agreements on a case-by-case basis with suppliers of direct materials for microwave ablation medical devices. Purchase prices are usually determined with reference to the type and market price of the materials.

For the fiscal year ended December 31, 2023 and 2022, we also had four and three major suppliers that contributed more than 10% of our total cost of revenues. Our largest supplier in 2022 accounted for $1.5 million, or 21.0% of our total cost of revenues in the same period. Our second largest supplier in 2022 accounted for $0.7 million, or 10.9% of our total cost of revenues in the same period. Our largest supplier in 2023 accounted for 1.1 million, or 25.4% of our total cost of revenues. Our second largest supplier in 2023 accounted for 1.0 million, or 24.5% of our total cost of revenues in the same period.

For the fiscal years ended December 31, 2022 and 2023, we did not experience any material disputes with our suppliers, difficulties in the procurement process, or interruptions in our operations due to any shortage or delay of materials supplied. In general, the contractual agreements we enter into with our suppliers have a duration of one year, or the purchase is made based on the quantity required each time. The terms of the agreements or orders are the same as those for ordinary purchases and sales, including the price of the products, the delivery time and the quality guarantee, among others, without any special provisions. With respect to the products provided by the three suppliers mentioned above, we believe that there are viable alternatives in the market that can meet our demands and needs at comparable price points and quality. We maintain a list of qualified suppliers of key materials for microwave ablation medical devices, which is reviewed and updated annually. Qualified suppliers are selected based on a variety of factors, including price, quality and customer service.

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Quality Control and Management

We aim to achieve high standard of quality control and management on a consistent basis and to maintain quality, safe and effective performance throughout the manufacturing process. We have adopted internal quality control procedures to implement stringent measures throughout the process, from procurement of materials to completion and inspection of products. As of December 31, 2023, our quality control department had 17 employees. The following sets forth a summary of our key quality control measures.

Internal reports and records. Our quality control department is required to keep the relevant reports and records during the production process to document production progress, inspection results, quality and issues.

Inspection of raw materials. We require suppliers to provide quality inspection reports on the important raw materials for production. Our quality control department will conduct sample checks on each batch of the raw materials in accordance with internal guidelines and maintain a record for the inspection.

Product quality control. We strictly monitor each step of the production process to ensure it meets internal quality control requirements. All of our staff are required to participate in mandatory training on our operation procedures and quality control requirements. Our quality control staff examines the quality of the goods at each key step of the production process before passing to the next production step and conducts routine and ad hoc quality inspections in the production areas and at selected production steps to detect any potential issues.

Finished product quality control. Our quality control staff conduct a final quality check on finished products. Our final quality check primarily focuses on product appearance, function, safety and sterilization conditions. After the quality control staff have confirmed that the quality standards for each process have been satisfied, they will issue an inspection report.

Sales Channels

For the fiscal years ended December 31, 2022 and 2023, all of our revenue was derived from the PRC. Our products are ultimately sold to hospitals for use by their patients. These hospitals include Grade II and Grade III hospitals (as classified and graded pursuant to the Pilot Draft of the Hospital Hierarchy Management Scheme of the PRC) across 24 provinces, municipalities and autonomous regions in China. For the fiscal years ended December 31, 2022 and 2023, approximately 430 and approximately 505 hospitals in China procured our products, respectively, among which approximately 250 and approximately 310 were Grade III hospitals, respectively.

Our products are sold to hospitals through (i) direct sales, (ii) deliverers, or (iii) distributors. We choose among these sales channels primarily based on our own capacity to sell and promote our products in any particular hospitals or regions, compared to the sales network and services offered by deliverers or distributors. Among all sales to hospitals in the fiscal years ended December 31, 2022 and 2023, our products were sold directly to hospitals, through deliverers, and through distributors to in terms of revenue are $2.2 million, $19.4 million and $13.5 million respectively in 2022 and $1.3 million, $15.2 million and $15.0 million respectively in 2023.

Direct Sales

For direct sales, we directly market products and submit tender documents to hospitals and hospitals directly place orders with and submit payments to us after delivery. We are responsible for the after-sales services to the hospitals, including technical support and customer services.

Direct sales to hospitals allow us to establish and maintain direct contact with hospitals and doctors, keep track of the frontline medical practices and the application of our products, and obtain feedback from doctors, which can help us design new products and upgrade existing product offerings.

Sales through Deliverers

We also engage qualified deliverers to fulfill our hospital sales. As a hospital procures a wide variety of medical devices on a regular basis, for simple administration, some hospitals may prefer to procure from a

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deliverer who provides a wide selection of products instead of engaging separate medical device and pharmaceutical manufacturers for each individual product. Through deliverers, we can also leverage their networks to sell our products to a larger number of hospitals while reducing our administrative resources. Our deliverers mainly include state-owned companies in the PRC or publicly traded companies, which primarily engage in the distribution of medical devices and pharmaceutical products with wide distribution networks in China. As of December 31, 2022 and 2023, we engaged 19 and 26 deliverers, respectively.

For sales through deliverers, we market products to hospitals, deliverers submit tender documents to the hospitals, and hospitals will then place orders with and submit payments to deliverers after products are delivered. Deliverers subsequently remit payment to us after deducting their service fees. Similar to direct sales, we are responsible for after-sales services to hospitals. Consequently, under this model, hospitals are our customers and deliverers are agents responsible for the logistics arrangement function only.

We enter into framework delivery agreements with our deliverers. The following sets forth the material terms of a typical agreement with deliverers.

Duration. Generally, the same term as set forth in our tender documents with the hospital, or a term of one year.

Delivery restriction. Deliverers are prohibited from delivering our products to customers other than designated hospitals or customers outside designated delivery areas.

Payment term. Ranging from 30 to 90 days after receipt of products by hospitals or issuance of invoice by deliverers to hospitals. The Company grants extended credit terms to a majority of its customers.

Pricing policy. The sales prices of our products are generally predetermined at or limited by the tender price. We pay deliverers service fees calculated as a percentage of the total transaction amount.

Quality assurance and after-sales services. We are responsible for providing technical training support and after-sales services. We are also responsible for quality and safety matters of products delivered. Deliverers generally are not responsible for product damage before or after product delivery.

Sales through Distributors

We sell products partly through third-party distributors. Leveraging local resources and experiences of the distributors, we are able to reach customers located in additional geographical areas across China in a cost-effective manner. Our distributors mainly include small and medium-sized businesses engaged in medical devices distribution, which typically possess a large customer base. As of December 31, 2022 and 2023, we did business with 120 and 125 distributors, respectively.

For sales through distributors, distributors are responsible for marketing and selling products to the hospitals, and they place orders directly with us after receiving orders from the hospitals. We deliver products to and receive payments from distributors. Consequently, under this model, distributors are our customers.

We enter into framework distribution agreements with our distributors. The following sets forth the material terms of a typical agreement with distributors.

Duration. Our framework distribution agreement generally has a term of one year.

Selling restriction. Distributors are prohibited from selling our products to customers other than designated hospitals. We generally are not allowed to engage multiple distributors for each designated hospital.

Payment term. Ranging from 60 to 90 days after receipt of products.

Pricing policy. We sell our products to distributors at fixed prices.

Transportation. We are responsible for delivering products to the locations designated by distributors.

Product defects. We only accept return or exchange of products if quality defects exist and the return or exchange is attributable to the quality defects.

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Termination. We are entitled to terminate a distribution agreement under certain circumstances including in the event that the distributor breaches any of its undertakings.

Selection of deliverers and distributors

Our sales and marketing department is responsible for selecting deliverers and distributors by assessing a number of factors, including their local resources and experiences, access to and relationship with hospitals, understanding of our company and our products, industry experiences, as well as historical operational performance. For deliverers, hospitals generally maintain approved vendor lists from which they purchase medical devices and pharmaceutical products. In practice, we coordinate with the relevant hospital to understand which deliverers are on its approved vendor list prior to the tender process and then select a suitable deliverer within such vendor list at our discretion. For distributors, we assess their marketing capabilities for potential expansions of our sales and distribution network. When potential deliverers or distributors have an interest in joining our network of deliverers and distributors, our sales and marketing department will review their background and make a decision based on the aforementioned factors.

Pricing

We price our products based on a number of factors, such as sales channels, cost of revenues, expected sales volume, selling prices of comparable or similar products, sales regions and local government policies. Generally, we sell our microwave ablation medical devices to distributors at a lower price than direct sales or sales through deliverers to the hospitals.

Customers

Our customers primarily include distributors and hospitals in China.

For the year ended December 31, 2023, Guangdong Provincial Hospital of Traditional Chinese Medicine and one distributor (the “Top Distributor”) accounted for 14.3% and 10.4% of the Company’s total revenue, respectively. The Top Distributor is a private company established in 2018, primarily engaged in the sale of medical devices in the PRC, with hospital clients located across the PRC, namely close to the Jiangsu and Zhejiang province area and in the Guangdong region. However, due to the restrictions of a non-disclosure agreement, the identity of the Top Distributor cannot be disclosed. An agreement was signed between the Company and the Top Distributor (“Top Distributor Agreement”) with the following material terms: (i) the Top Distributor is authorized to sell microwave ablation therapeutic apparatus and MWA needles to listed hospitals and assumes inventory risk, as products with quality issues can be exchanged but not returned otherwise; (ii) the Top Distributor can exchange faulty products, but the Company has not received any request for sales returns for the years ended December 31, 2022 and 2023, and the Company does not accept returns for non-quality-related issues; (iii) control of the goods transfers to the Top Distributor upon delivery and acceptance; (iv) the Top Distributor shall meet a minimum purchase requirement of two hundred MWA needles per fiscal year quarter; and (v) the Company has an obligation to keep information pursuant to such agreement confidential, where such confidentiality obligation shall remain in effect even after termination of such agreement, and unless exempted, any breach of such obligation shall allow the non-breaching party to demand compensation from the violating party for any economic losses incurred as a result. The Top Distributor Agreement may be terminated in a number of circumstances, namely: (i) the Top Distributor commits fraud, bribery or other acts which violate PRC laws; (ii) the Top Distributor is unable to meet its minimum purchase requirement; (iii) the Top Distributor engages in sales of medical devices from the Company’s competitors which are similar to the Company’s own medical devices or products; (iv) if fines or penalties incurred by the Top Distributor in accordance with the terms of the Top Distributor Agreement are not paid to the Company by the stipulated deadline; or (v) the Top Distributor fails to pay for the microwave ablation therapeutic apparatus and/or MWA needles it purchases from the Company after fifteen days following the payment due date. The Top Distributor Agreement expired as of December 31, 2023 and as a result, on January 1, 2024, the Company renewed the agreement by entering into a supplementary agreement with the Top Distributor (the “Top Distributor Supplementary Agreement”) to extend the term of the Top Distributor Agreement until December 31, 2024. The material terms and termination clause of the Top Distributor Supplementary Agreement are largely similar to the material terms of the Top Distributor Agreement summarized above, but with the following key differences: (i) the Top Distributor shall meet a

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minimum purchase requirement of 1,250 MWA needles per fiscal year quarter; and (ii) such agreement may no longer be terminated if fines or penalties incurred by the Top Distributor in accordance with the terms of the Top Distributor Agreement are not paid to the Company by the stipulated deadline, or if the Top Distributor fails to pay for the microwave ablation therapeutic apparatus and/or MWA needles it purchases from the Company after fifteen days following the payment due date. For the six months ended June 30, 2024, the Top Distributor had met its minimum purchase requirement as stipulated under the Top Distributor Supplementary Agreement.

Based on the Company’s annual review of the Top Distributor for the year ended December 31, 2023, the Top Distributor had not breached any of the provisions of the Top Distributor Agreement which may warrant the termination of the Top Distributor Agreement. Copies of the Top Distributor Agreement and the Top Distributor Supplementary Agreement are filed as Exhibits 99.9 and 99.10, respectively, to the registration statement of which this proxy statement/prospectus is a part, but to address confidentiality concerns and protect sensitive business information, the name of the Top Distributor, the pricing of the medical devices to be sold, and the identity and location of the stipulated hospital clients have been redacted. To illustrate this arrangement for investors, a disclaimer message has been inserted by the Company at the top of each of Exhibits 99.9 and 99.10.

For the year ended December 31, 2022, Zhuhai People’s Hospital accounted for 10.7% of the Company’s total revenue. Other than that, no single customer comprises over 10% of revenue as for the year ended December 31, 2023 and 2022. The material terms of our agreements with these customers include common sale of goods terms, such as product name, product model, product price and settlement of payment. Pursuant to such agreements, our customers purchase our products based on their actual product needs as opposed to minimum purchase requirements. The termination provisions of such agreements provide that the agreements may be terminated by the Company if any one of a number of conditions are satisfied, including, among others, if contractual performance becomes impossible due to force majeure, or if the customer declares it will not fulfill its obligations under the sales contract or fails to do so despite a demand by the Company. There are no other special provisions or arrangements with these customers compared to other customers of the Company.

Product Return and Exchanges

We are responsible for product defects according to PRC laws and regulations. Our return and exchange policy is to accept only defective products for return or exchange. There is no significant sales return for the year ended December 31, 2022 and 2023.

Research and Development

We attach great importance to research and development. As of January 4, 2024, we possessed 47 patents in the PRC and 33 pending patent applications. Further details of such patents and patent applications are described in the section titled “Intellectual Property” below. As of December 31, 2023, the Company holds two Class III registration certificates: microwave therapeutic instrument and accessories (which is valid between until February 5, 2028) and disposable microwave ablation needle (which is valid until July 12, 2028). We have successfully obtained the registration certificate for the Class III Certificate for MWA needles. Therefore, the cancellation of the Class II Certificate for Microwave Ablation needle will not adversely impact the operations of the company.

The following table summarizes the Company’s registration certificates, including the models to which such registration certificates relate, and the relevant expiration dates for each registration certificate:

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Microwave therapeutic apparatus

Model

Registration Certificate
Number

Certificate
Validity

Class

Frequency

Power

Power Source

Service Life

MTI-5AT

CFDA 20183011581 (国械注准 20183011581)

6 Feb. 2023 to 5 Feb, 2028

Class III

2,450MHz

Range 0 to 120W, 1W interval

Magnetron

8 years

MTI-5B

CFDA 20183011581 (国械注准20183011581)

6 Feb. 2023 to 5 Feb, 2028

Class III

2,450MHz

Range 0 to 120W, 1W interval

Magnetron

8 years

MTI-5C

CFDA 20183011581 (国械注准20183011581)

6 Feb. 2023 to 5 Feb, 2028

Class III

2,450MHz

Range 0 to 120W, 1W interval

Magnetron

8 years

MTI-5DT

CFDA 20183011581 (国械注准20183011581)

6 Feb. 2023 to 5 Feb, 2028

Class III

2,450MHz

Range 0 to 120W, 1W interval

Magnetron

8 years

MTI-5ET

CFDA 20183011581 (国械注准20183011581)

6 Feb. 2023 to 5 Feb, 2028

Class III

2,450MHz

Range 0 to 120W, 1W interval

Solid-state source

8 years

Class III MWA needles

Registered Name

Registration Certificate
Number

Certificate
Validity

Class

Model

Product Characteristics Classification

Service
Life

Disposable Water-Cooled Microwave Thermal Coagulation Ablation Needle

CFDA 20183011581 (国械注准20183011581)

6 Feb. 2023 to 5 Feb. 2028

Class III

XR-A2021W, XR-A2018W, XR-A2015W, XR-A2021R (round head), XR-A2018R (round head)

Long Microwave Ablation Needles

1. Needle material: the needle tip is tin-phosphor bronze, the needle shaft is stainless steel, with PTFE coating;

2. Microwave frequency: 2450 MHz;

3. Specifications: needle length is 15 cm to 21 cm, needle diameter is 2.0 mm, to meet various clinical needs;

4. Scope of application: used for the treatment of liver tumors (solid tumor therapy is limited to patients with a diameter ≤3cm and fewer than 3 lesions of metastatic liver cancer).

2 years

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Registered Name

Registration Certificate
Number

Certificate
Validity

Class

Model

Product Characteristics Classification

Service
Life

XR-A1610W

Fine Microwave Ablation Needle

1. Needle material: the needle tip is tin-phosphor bronze, the needle shaft is stainless steel, with PTFE coating;

Disposable Microwave Ablation Needle

CFDA 20233010963 (国械注准20233010963)

13 Jul. 2023-12 Jul. 2028

Class III

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, J-18-05

Long Microwave Ablation Needles

1. Needle material: the needle tip is tin-phosphor bronze, the needle shaft is stainless steel, with PTFE coating;

2. Microwave frequency: 2450 MHz;

3. Specifications: needle length is 5 cm to 15 cm, needle diameter is 1.8mm to 2.0 mm, to meet various clinical needs;

4. Scope of application: used for the treatment of benign thyroid nodules (nodule diameter ≥2cm, solid >80%, progressive enlargement, symptoms of compression, and aesthetic impact).

2 years

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

Fine Microwave Ablation Needle

1. Needle material: the needle tip is tin-phosphor bronze, the needle shaft is stainless steel, with PTFE coating;

2. Microwave frequency: 2450 MHz;

3. Specifications: needle length is 5 cm to 15 cm, needle diameter is 1.4mm to 1.6mm, to meet various clinical needs;

4. Scope of application: used for the treatment of benign thyroid nodules (nodule diameter ≥2cm, solid >80%, progressive enlargement, symptoms of compression, and aesthetic impact).

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Disposable Sterile Biopsy Needle (Class II)

Registered Name

Registration Certificate
Number

Certificate Validity

Class

Model

Service Life

Disposable Sterile Biopsy Needle

SXZZ 20232141234 (苏械注准20232141234)

30 Aug. 2023 to 19 Aug. 2028

Class II

BN-MAR-1

2 years

As of December 31, 2023, our research and development team consisted of 25 members, led by our co-chief technical officers, Mr. Rongjian Lu and Mr. Hailong Sun. We have established a research and development committee to oversee the key stages of our research and development processes, advise on research and development strategies and review and status and progress of new research projects.

Our research and development team works closely with hospitals, academic institutions and contracted research institutions to develop and upgrade products. We actively seek input from doctors and hospitals on the design of products and solicit feedback on the user-experience of existing products. Doctors and hospitals possess first-hand knowledge of unmet clinical needs, surgeons’ preferences and clinical practice trends in relation to medical devices. Our research and development process in collaboration with hospitals, academic institutions, and contracted research institutions involves the following steps:

•

Project identification and proposal. We regularly review and communicate with the doctors and academic institutions to understand new market trends and identify potential research and development opportunities to fulfill unmet clinical demand. After we decide to initiate a project, our research and development department will prepare a project proposal outlining the product features. The representatives of our production department, procurement department and quality control department will review and determine whether to proceed with the project proposal.

•

Design and development. Once a new project is approved, our research and development department will commence, or may collaborate with research and development partners to commence the design and development of a prototype for product registration testing and clinical trial. We will also verify the prototype to ensure it complies with our internal technical specifications and quality control requirements.

•

Product registration testing and clinical trials. Following the development of a prototype, we will proceed to prototype manufacturing. We or our research and development partner will engage qualified third parties to carry out product registration testing of the prototype. For registration of Class III medical devices, in addition to product registration testing, we are also required by the 2021 Medical Device regulations to conduct clinical trials or provide clinical evaluation materials of previously conducted clinical testing on identical or similar medical products. With respect to our clinical trials as part of this requirement, we typically select at least three Grade III hospitals which then appoint principal lead researchers to conduct, manage and supervise the overall research process, designing the enrollment and exclusion criteria, with clearly outlined sample size calculations covering at least 120 patients from which we collect clinical data. We or our research and development partner will prepare a clinical trials proposal that outlines the goals, the potential risks and the schedule of the trials. We submit the proposal to the ethics committee of each of the participating hospitals for approval. During the clinical trial, we or our research and development partner will monitor the use of our prototypes pursuant to the approved clinical trials protocol and the patients’ reactions to the products following the trial procedures and check relevant clinical data.

For example, Baird Medical sponsored a clinical trial for its microwave ablation medical device specifically approved for the treatment of thyroid nodules, and in connection with such clinical trial, engaged a research collaborator, Nanjing Huitong Medical Technology Co., Ltd. (“NH”). NH then engaged three Grade IIIA hospitals: (i) Lishui People’s Hospital in Zhejiang Province, (ii) Jiangxi Provincial Cancer Hospital in Jiangxi Province and (iii) Zhuhai People’s Hospital in Guangdong Province. NH and the Company entered into clinical trial agreements or project entrustment research contracts with such hospitals. Such hospitals then appointed principal researchers from their respective institutions and conducted, in accordance with the agreed research plan, a prospective, multicenter, randomized, open, positive control, non-inferiority comparison test and collected clinical data from a total of 132 patients, including 52 patients from Jiangxi Provincial Cancer Hospital, 48 patients from

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Zhuhai People’s Hospital and 32 patients from Lishui People’s Hospital. Each hospital allocated half of their enrolled patients to each of the test group and control group.

The equipment clinical trial agreement dated June 29, 2018 and entered into between Nanjing Changcheng, NH, and Zhuhai People’s Hospital with respect to the thyroid nodules clinical trial process provided that Zhuhai People’s Hospital shall, among other things, coordinate the clinical trial and undertake 34 research participants, completing the participant enrollment work within 4 months. Under such agreement, Nanjing Changcheng is responsible for compensation arising from damages suffered by trial participants, unless such damage was caused by Zhuhai People’s Hospital in violation of, among other things, the research plan. Such agreement contains IP and confidentiality clauses whereby confidentiality obligations remain in effect for 10 years after termination of the agreement. Nanjing Changcheng retains possession of any data or research findings obtained as a result of such thyroid nodule clinical study and Zhuhai People’s Hospital may not use the content of such clinical trial to publish relevant papers without first obtaining written permission. Such agreement may be terminated if one party violates the terms under the agreement and fails to remedy such breach after receiving notice from the other party, if there are quality concerns about the equipment provided by Nanjing Changcheng, if Nanjing Changcheng terminates the authorization of NH to organize the clinical trial prior to the natural expiration of the agreement, or Chinese state policies change such that the project cannot be continued. Although the clinical trial has since been completed and therefore the purpose of such contract has been fulfilled, a translated copy of such equipment clinical trial agreement is filed as Exhibit 99.7 to the registration statement of which this proxy statement/prospectus is a part.

The project entrustment research contract dated August 1, 2018 and entered into between Nanjing Changcheng, NH, and the National Drug Clinical Trial Agency of Lishui People’s Hospital with respect to the thyroid nodules clinical trial process stipulated that Lishui People’s Hospital shall, among other things, carry out the clinical trial according to the test scheme and undertake 33 research participants, subject to Nanjing Changcheng’s adjustment of participants to be enrolled, completing all the participant enrollment work within 2 months. The contract terminates automatically upon the completion of the summary study report or payment of the last sum of money to Lishui People’s Hospital, whichever is later. As such, the contract is no longer in effect. Similar to the terms under the agreement entered into with Zhuhai People’s Hospital, Nanjing Changcheng shall bear the cost of treatment and any corresponding financial compensation for the injury or death related to the thyroid nodule clinical, except for any damages caused by the fault of the Lishui People’s Hospital and its personnel in the course of diagnosis and treatment. Under the project entrustment research contract, Nanjing Changchang owns the research results and Lishui People’s Hospital must obtain Nanjing Changcheng’s permission before it may use the results of the interim test for any scientific research conference or publication.

The clinical trial contract dated June 6, 2018 and entered into between Nanjing Changcheng, NH, and Jiangxi Cancer Hospital with respect to such thyroid nodules clinical trial process stipulated that Jiangxi Cancer Hospital shall act as the lead unit to carry out the clinical test in accordance with the test scheme, and complete all enrollment work for 33 research participants, or as adjusted by Nanjing Changcheng, within 2 months. Such contract shall terminate when the applicable thyroid nodule clinical trial is completed, or the relevant report is approved. As such, the contract is no longer in effect. Nanjing Changcheng shall bear the cost of treatment and the corresponding financial compensation for the injury or death related to the trial, except for any damage caused at the fault of the Jiangxi Cancer Hospital and its medical personnel in the course of the diagnosis and treatment. Under such clinical trial contract, Nanjing Changcheng shall own and have the right to use the data generated from the thyroid nodule clinical trial, its test report and the data generated.

The enrollment criteria for this clinical trial were five-fold: (i) participants had to be aged between 18 to 70 years old; (ii) participants had to have target nodules confirmed benign lesions by fine needle aspiration cytology or pathological biopsy within 6 months prior to surgery, or whose TI-RADS classification by color Doppler examination was classified as category 1~3; (iii) such nodule should have a nodule diameter larger than 2cm, or the proportion of the solid portion of the nodule is greater than 80%, and no other treatment (e.g., surgical treatment, radioactive iodine treatment, TSH suppression treatment, percutaneous anhydrous ethanol injection, etc.) has been performed; (iv) the participant is experiencing subjective symptoms that are obviously related to the nodule, such as a

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foreign body sensation or neck discomfort or pain, and (v) participants must have signed the informed consent form. The exclusion criteria for this trial include, among others, excluding participants with abnormal vocal cord functions on the contralateral side of the lesion.

Such clinical trial was designed to show statistical significance, and the p-value was 0.05. Such clinical trial was conducted with a noninferiority research design, with the intention of determining the rate of complete ablation of thyroid nodules of Nanjing Changcheng’s MWA ablator and the single-use MWA ablation needles (the test group), as well as determining whether such products performed just as well as compared to the designated control medical product, the VRSO1 radiofrequency ablation treatment system host and electrode needles manufactured by STARmed Co., Ltd. (the control group), which such product is already on the market. We entered into collaboration agreements with these three hospitals, and each hospital’s role consisted of collecting and recording required information from the subjects related to their participation in such clinical trial, detailing such information in the case study report form, and using and re-collecting the tested medical devices and making a record of the same such that at all times it is only kept, used and stored by a responsible researcher. The relevant examinations were recorded at baseline, within seven days before or after the date that was 30 days after treatment, within seven days before or after the date that was 90 days after treatment and within seven days before or after the date that was 180 days after treatment. The primary endpoint of the clinical trial was ablation nodule volume reduction rate at 180 days after the treatment of the targeted single thyroid nodule or largest nodule where there are multiple nodules, and the secondary endpoints of the clinical trial included: (i) the proportion of subjects with successful treatment, (ii) the average ablation nodule volume reduction rate of the largest nodule 30 days and 90 days following treatment, (iii) the overall average ablation nodule volume reduction rate 180 days after the treatment, (iv) the ultrasonic blood flow scores of patients prior to the treatment, on the day following the treatment, and at 30, 90, and 180 days following treatment, and the performance test results of the patients’ thyroid within about two periods of 180-days following the treatment. With respect to the examinations recorded within seven days before or after the date that was 180 days after the treatment, there was no statistically significant difference measured with respect to the primary endpoint, the average reduction in ablation nodule volume of the targeted single thyroid nodule or largest nodule of the test group (75.46%) as compared to the average reduction in ablation nodule volume of the targeted single thyroid nodule or largest nodule of the control group (78.51%). The p-value associated with such results was 0.361. In addition, there were no statistically significant differences measured with respect to the aforementioned secondary endpoints: (i) the proportion of subjects with successful treatment was 100% for both the test group and the control group; (ii) the average reduction rate in ablation nodule volume of the largest single nodule within a period of 30 days after the treatment between the test group (38.27%) and control group (45.48%) had a p-value of 0.340; (iii) the average reduction rate in ablation nodule volume of the largest single nodule within a period of 90 days after the treatment between the test group (63.58%) and control group (66.95%) had a p-value of 0.464; (iv) the average reduction rate in overall ablation nodule volume (as opposed to the primary endpoint of target nodule or largest nodule) within a period of 180 days after the treatment between the test group (76.02%) and control group (78.09%) had a p-value of 0.433; (v) in relation to the ultrasonic blood flow scores, patients of the test group and control group were measured and classified into Types I, II, III, and IV based on their blood flow score at each of the five intervals stipulated above, and these classifications at such intervals were compared between the test group and the control group, whereby the p-values for such comparisons were 0.858, 0.346, 0.845, 0.324 and 0.761, respectively; and (vi) within about two periods of 180 days after the treatment, a thyroid function test was conducted to measure various values of the patients in each of the test and control groups, whereby the p-values for such comparisons were all above 0.05 and therefore there was no statistically significant difference between the test group and control group patients’ thyroid performance levels, aside from the p-value for thyroxine (TT4), which was 0.04 but such difference was determined by the researchers to be clinically unmeaningful.

For such particular clinical trial, no device defects that could lead to adverse events occurred during the trial. A total of fifteen adverse events occurred during the span of the clinical trial, where eight of such adverse events may have been related to the trial, while the remaining seven adverse events were deemed to not relate to the trial, and were incidents of deteriorating medical conditions of the subjects enrolled in such clinical trial. The adverse events relating to the clinical trial included postoperative patients complaining of hoarseness of their voice, neck pain, neck inflammation and sore throat. Such adverse

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events which occurred during the clinical trial are common complications caused by ablation treatment. Adverse events relating to the deteriorating medical condition of the patients occurred in subjects who were also diagnosed with other conditions during the span of the clinical trial, such as having a gastric polyp, microinvasive adenocarcinoma of the lung, or an adenoma of the sigmoid colon. Such patients were either treated for such conditions or their symptoms improved such that the clinical trial testing could continue. Aside from the clinical trial on microwave ablation medical devices for the treatment of thyroid nodules, the Company has submitted or is in the process of submitting research proposals to various hospitals to conduct clinical trials for microwave ablation medical devices for the treatment of breast lump as well as pulmonary nodules, which clinical trials have not yet started. The clinical trial on microwave ablation medical devices for the treatment of thyroid nodules was sponsored by Baird Medical because Baird Medical paid the hospitals per the collaboration agreements. Further information on each of these clinical trials can be found in the section below titled “Research and Development — Clinical Trials”.

•

Regulatory approval. We or our research and development partner will prepare formal reports to be submitted to the NMPA or provincial MPA to seek approval for the commercialization of our new products. Pursuant to the Regulations on the Supervision and Administration of Medical Devices (2021 Revision) (the “2021 Medical Device Regulations”), applicants for the commercialization of a new medical device or product shall submit for review: (i) risk analysis materials of such medical device or product; (ii) technical requirements of such medical device or product; (iii) medical device or product inspection reports; (iv) clinical evaluation materials of such medical device or product, which should either be reports on clinical testing conducted by the applicant or review papers or previously conducted clinical testing on identical or similar medical products; (v) sample manuscripts of product instructions and labels of such medical device or product; (vi) quality management system documents with respect to product research, development and production of such medical device; and (vii) other materials related to the safety and efficacy of the products. These documentation requirements are the same for Class II and Class III medical devices.

It typically takes 24 to 36 months for Class II medical devices and 48 to 60 months for Class III medical devices to complete the research and development process. Although both Class II and Class III medical devices are subject to the same filing requirements under the 2021 Medical Device Regulations, the key difference between the research and development process for Class II and Class III medical devices is that the reports containing the aforementioned information are submitted to the Provincial MPA for Class II medical device product registration, whereas such reports for Class III medical device product registration are submitted to the NMPA. As a result, Class III medical devices are often subject to a much more rigorous review regime as compared to Class II medical devices.

For the fiscal years ended December 31, 2022 and 2023, we incurred research and development expenses of $3.9 million and $4.3 million, respectively.

Research and Development — Collaborators

Currently, we collaborate with Nanjing Huitong Medical Technology Co., Ltd. and Beijing Xinzhida Medical Technology Service Co., Ltd, as contracted research institutions. We typically enter into framework collaboration agreements with these research institutions and agree to make installment payments according to the milestones of a particular research project, such as our clinical trials. Whether we own the intellectual property rights of the technologies or products arising from these collaboration agreements depends upon the terms in the applicable governing agreement. We also collaborate with Nanjing Forestry University, an academic institution, and Zhuhai People’s Hospital, a hospital, for our research and development efforts in relation to non-clinical trial related technology research developments. Collaboration agreements entered into with Nanjing Forestry University and Zhuhai People’s Hospital in relation to our research and development efforts have been entered outside the ordinary course of business which are material to us.

The clinical research strategic cooperation framework agreement dated December 8, 2020 with Nanjing Huitong Medical Technology Co., Ltd. (the “NH Collaboration Agreement”) is in effect until completion of clinical trial registration or the acquisition of the registration certificate. The NH Collaboration Agreement has not been amended or terminated as of the date of this proxy statement/prospectus. Under the NH Collaboration Agreement, NH provides, among others, (i) technical appraisal of the Company’s medical devices in relation to NMPA registration, (ii) technical and research development, (iii) medical device clinical

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trial management and services in relation to the clinical trials governed thereunder, (iv) management of each stage of the clinical research, including but not limited to related data management and statistical analysis and coordination services, and (v) assistance with applying for medical device product registration certificates. Typically, NH would then enter into separate clinical trial agreements with hospitals or research institutions to help carry out the clinical trial testing work. NH has helped the Company complete the thyroid nodule clinical trials in the past and under the NH Collaboration Agreement has assisted with or will be assisting the Company with the disclosed pulmonary nodule clinical trials, and various clinical trials which are being proposed to be engaged in the future but which have not been confirmed yet, namely clinical trials in relation to the Company’s products on the myoma of the uterus, spinal bone tumor, and varicosity. There are no intellectual property provisions under the NH Collaboration Agreement and is subject to project-specific contracts. The Company also does not share any of its registered patents or patents which are being applied for registration with NH and therefore there are no royalty fees. The NH Collaboration Agreement contains standard confidentiality provisions. As consideration for services provided under the NH Collaboration Agreement, the company shall pay a discounted total of RMB 63 million. As of December 31, 2023, we have paid an aggregate of approximately RMB13.8 million for the completion of the first three phases of work in relation to the MWA of liver tumors and thyroid nodules, and the partial completion of the fourth phase in relation to the benign breast lumps clinical trials in the PRC. The payment date of the remaining approximately RMB49.2 million will be dependent on the progress of the breast lump clinical trials, and the confirmation of the aforementioned clinical trials which have not yet been confirmed to begin as of the date of this proxy statement/prospectus. Pursuant to the NH Collaboration Agreement, out of the remaining approximately RMB49.2 million, approximately RMB12.9 million will be for the myoma of the uterus clinical trials, approximately RMB18.3 million will be for the spinal bone tumor clinical trials, and approximately RMB 13.0 million will be for the varicosity clinical trials, all of which such clinical trials are yet to be confirmed, while the remaining approximately RMB5.0 million will be for the remaining installments of the breast lump clinical trials. Each of the clinical trials under the NH Collaboration Agreement tend to follow a similar milestone payment regime: (a) 10% of the stipulated fee for such clinical trial shall be paid upon executing the project-specific clinical trial agreement between the Company and NH; (b) 20% of the stipulated fee for such clinical trial shall be paid within 5 days of obtaining approval of the relevant institutions’ ethics committee; (c) 20% of the stipulated fees for such clinical trial shall be paid within 5 days of the execution of the respective clinical trial-specific project agreements between the Company, NH, and the hospitals and/or institutions which are responsible for managing and executing the clinical trials; (d) 35% of the stipulated fees for such clinical trial shall be paid within 5 days of enrolling 50% of the total research subjects; (e) 10% of the stipulated fees for such clinical trial shall be paid following the submission of the clinical trial report; and (f) the remaining 5% shall be paid within 5 days of obtaining NMPA registration for the relevant test medical device used in such clinical trial. The next expected installment payment to NH thereunder is in relation to the pulmonary nodule clinical trial, and is expected to be approximately RMB3.5 million (representing approximately 20% of RMB17.6 million) within five days of obtaining ethics committee approval for such pulmonary nodule clinical trials. The NH Collaboration Agreement does contain an exclusivity clause whereby NH enjoys exclusivity as our collaborator for the contracted projects. As of the date of this proxy statement/prospectus, NH has no direct involvement in any of our patents or patent applications. The NH Collaboration Agreement may be terminated if one party materially breaches the terms thereunder and fails to remedy such failure, or if one party provides 30 days’ written notice to the other party or ceases, terminates or indefinitely suspends the services contemplated thereunder. A translated copy of the NH Collaboration Agreement is filed as Exhibit 99.4 to the registration statement of which this proxy statement/prospectus is a part.

The technical development (cooperation) contract with Xiamen Institute of Rare Earth Minerals (“Xiamen” and such agreement the “Xiamen Collaboration Agreement”) was entered into on December 10, 2019 and expires on December 9, 2020 and as such is no longer in effect. Under the Xiamen Collaboration Agreement, Xiamen agreed to develop a rare earth nanoscale needle with high efficiency in the near-infrared region, along with related tumor thermal ablation technologies, including (i) development of 1-2 types of synthesized imaging and photothermal-integrated rare earth nanoscale needle for targeted tumor imaging research, (ii) investigation of precise tumor thermal ablation effects guided by imaging and (iii) application of 1-2 patent(s) upon project completion or upon obtaining conclusive research findings. The research and development activities under the Xiamen Collaboration Agreement are not related to any of the Company’s planned clinical trials. There were no exclusivity provisions under the Xiamen Collaboration Agreement. The Xiamen Collaboration Agreement provided that the research findings and related intellectual property rights generated under the agreement would be jointly owned by both parties, and both parties would have the right

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to freely use the technology generated from the research. The Company may acquire full ownership of the intellectual property rights through negotiation with Xiamen by purchasing such rights. The research findings and related intellectual property rights generated as a result of performance of the agreement, but which are achieved completely independently by one party, are exclusively owned by such party. Ownership of the research findings and related intellectual property rights resulting from the joint planning and development by both collaborating parties in fulfilling the agreement are jointly owned by both parties. The work product under the Xiamen Collaboration Agreement has no bearing on any of our registered intellectual property rights. As such, there are no applicable royalty payment arrangements. The Xiamen Collaboration Agreement contains standard confidentiality provisions which are in effect for three years after the agreement was terminated. Under the Xiamen Collaboration Agreement, the Company as consideration is required to pay RMB500,000 to Xiamen, of which as of the date of this proxy statement/prospectus, the full amount has been paid and settled. Aside from standard force majeure causes of termination, the agreement may be terminated if the stipulated research subject has been made public by another third party at no fault of the contracted parties, the cooperating party under the Xiamen Collaboration Agreement shall notify the other party of the same for termination of the Xiamen Collaboration Agreement.

The technical service contract dated July 2, 2018 entered into with Beijing Xinzhida Medical Technology Service Co., Ltd (“FIIG” and such agreement the “FIIG Collaboration Agreement”) is in effect until the clinical research project governed thereunder has concluded and the relevant NMPA registration has been obtained. Under the FIIG Collaboration Agreement, FIIG (i) provides clinical trial technical services and guidance on the trial base selection, (ii) designs the initial draft of clinical protocols, (iii) oversees and monitors the clinical trial, (iv) performs statistical analysis of clinical trial data and (v) collaborates with clinical institutions to issue clinical trial reports. FIIG is assisting the Company in managing the executing the breast lump clinical trial. Typically, FIIG would also enter into clinical trial agreements with hospitals or research institutions to assist with carrying out the clinical trial testing stages of the work. However, we would not be a party to the clinical trial agreements between FIIG and such respective hospitals or research institutions. As consideration for FIIG’s services under the FIIG Collaboration Agreement, the Company shall pay to FIIG an approximate amount of RMB3.8 million. As of December 31, 2023, the Company has paid an aggregate amount of approximately RMB3.0 million, and expects to pay the remaining approximately RMB0.8 million in two equal instalments, first instalment to be paid within five working days of the successful enrolment and allocation of all test subjects into their respective trial or control groups, and the second instalment to be paid within five working days of the finalization of the clinical trial findings summary report. The FIIG Collaboration Agreement does not stipulate how intellectual property rights generated from such agreement will be treated. Given the FIIG Collaboration Agreement concerns only designing and helping Baird Medical to manage the clinical trial and the delivery of its report, it is not expected there would be any substantial intellectual property rights generated pursuant to the FIIG Collaboration Agreement. There are also no royalty payment arrangements governed under the FIIG Collaboration Agreement. The FIIG Collaboration Agreement contains standard confidentiality provisions. The FIIG Collaboration Agreement may be terminated if the services contemplated thereunder could not be implemented due to a number of uncontrollable events, such as a change in laws and regulations, national standards and industry standards, or if such services could not be performed within the stipulated contracted period due to reasons attributable to Nanjing Changcheng. A translated copy of the FIIG Collaboration Agreement is filed as Exhibit 99.5 to the registration statement of which this proxy statement/prospectus is a part.

The technology development (commission) agreements with Nanjing Forestry University (“NF” and such agreements the “NF Collaboration Agreements”) are a series of four technology-specific contracts executed on May 20, 2017 and February 20, 2018. Each of the NF Collaboration Agreements expired one year from the date of its execution and as such are no longer in effect. Under the NF Collaboration Agreements, NF has agreed to complete the research and development project for the main control circuit system, temperature measurement system, and related circuits of the microwave ablation therapeutic apparatus (including the specification of MTI-5AT, MTI-5DT, MTI-5ET, MTI-5FT). The research and development work which NF is assisting the Company with is not related to any of the Company’s proposed clinical trials. There are no exclusivity provisions under the NF Collaboration Agreement. The NF Collaboration Agreements provides that either party may utilize the research and development findings according to the terms of the agreement for subsequently improved products. The ownership of any new technological advances characterized by the substantial or creative technical process of one party’s independent work belongs solely to that party. The parties to the NF Collaboration Agreements agree that should any intellectual property

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arise from the technology development of such contracts, the parties will negotiate the ownership thereof. As consideration for NF’s services under the NF Collaboration Agreements, the Company shall pay to NF an aggregate amount of RMB60,000. As of the date of this proxy statement/prospectus, all payments to be made under such NF Collaboration Agreements have been paid and settled. In relation to the NF Collaboration Agreements, NF ultimately assisted us with securing and obtaining the utility patent CN 202022881052.8, a device for reducing magnetron power fluctuations which was registered on August 24, 2021 and shall expire on December 1, 2030. Pursuant to a verbal agreement with NF, the Company owns all rights in the utility patent CN 202022881052.8 in their entirety. Such verbal agreement is filed as Exhibit 99.8 to the registration statement of which this proxy statement/prospectus is a part. No royalty payments will be made to NF pursuant to such patent. For further information on such patent, please refer to the section below titled “Intellectual Property”. The NF Collaboration Agreements contain standard confidentiality provisions which are in effect for ten years after the agreements terminate. Aside from the standard force majeure provision, each of the NF Collaboration Agreements may be terminated with fifteen days’ notice from one party to the other if in the performance of such NF Collaboration Agreement, the technology which is the subject of the research and development has been made public.

The strategic cooperation agreement with Zhuhai People’s Hospital (“Zhuhai” and such agreement the “Zhuhai Collaboration Agreement”) was entered into on April 22, 2021 and is in effect until April 21, 2026. Under the Zhuhai Collaboration Agreement, Zhuhai and the Company have agreed to (i) form a working group to establish mechanisms for leadership communication, departmental coordination, talent exchange, and training (ii) engage in deep collaboration on pre-clinical scientific research and (iii) undertake clinical research-related activities. The Company has agreed to provide a clinical application transfer platform and offering application scenarios for technological products or biological agents which are developed and/or approved by both parties or solely by Zhuhai. The Zhuhai Collaboration Agreement itself focuses on research and development activities and is not specific to any of the clinical trials of the Company which have been listed in this Registration Statement. No consideration is contemplated in the Zhuhai Collaboration Agreement itself and the pricing and specific scope of work will be dependent on subsequent contracts entered separately into by Zhuhai and us. There are no exclusivity provisions under the Zhuhai Collaboration Agreement but it contains standard confidentiality provisions. The Zhuhai Collaboration Agreement provides that all intellectual property rights acquired during the term of the agreement are to be shared by both parties. For academic papers published during the term of the agreement related to the project, the first author’s affiliation must be listed as Zhuhai, with at least one relevant research staff member from Zhuhai serving as the first author and corresponding author. For patents applied for during the term of the agreement, the patent rights are jointly owned by both parties, and neither party may transfer, or grant permission related to, such rights to others arbitrarily. The Company has a right of first refusal to purchase and use any aforementioned patents generated. Upon the expiration of the agreement, both parties have the right to conduct further research, and any research outcomes resulting from such research belong to such researching party. As of the date of this proxy statement/prospectus, no patents registered or applied for by the Company was developed in connection with the Zhuhai Collaboration Agreement. The Zhuhai Collaboration Agreement may be terminated naturally upon its expiration, or may be terminated if: (i) one party breaches the terms of the Zhuhai Collaboration Agreement and fails to remedy such breach despite notice from the requesting party, such requesting party may terminate such agreement upon delivering a termination notice in writing to the defaulting party; (ii) one party breaches applicable laws or regulations, and the non-defaulting party delivers a termination notice in writing to the defaulting party, or (iii) either party applies for or is put into bankruptcy, merger or dissolution, at which point the Zhuhai Collaboration Agreement terminates automatically; or (iv) one party breaches the terms of such Agreement and the non-defaulting party suffers economic loss as a result, such non-defaulting party may terminate the Zhuhai Collaboration agreement and seek damages for such economic loss. A translated copy of the Zhuhai Collaboration Agreement is filed as Exhibit 99.6 to the registration statement of which this proxy statement/prospectus is a part.

Research and Development — Clinical Trials

The Company has currently, together with its research collaborators, initiated (and/or completed, as indicated in the status column) the process for three clinical trials. These clinical trials were sponsored by Baird Medical because payment was and/or will be made to the hospitals by the research collaborators party to the research collaboration agreements. The following table presents the particulars of each clinical trial:

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Thyroid Nodule Clinical Trials

Institution

Principal
Researcher

Research Objective

Clinical
Study Design

Designated Control
Medical Product

Evaluation Index

Enrolment and Exclusion Criteria

Subject Enrolment
Breakdown

Sample Size Calculation

Adverse Events

Status

Jiangxi Provincial Cancer Hospital

Associate Chief Physician from such hospital

To determine the rate of complete ablation of thyroid nodules of Nanjing Changcheng’s MWA ablator and the single-use MWA ablation needles and whether such products were inferior compared to the designated control medical product.

A prospective, multicenter, randomized, open, positive control, non-inferiority test design was adopted, and a total of 132 cases were enrolled, including 66 cases in each of the experimental group and the control group. Treatment with microwave ablation or radiofrequency ablation was randomized among the subjects who agreed to be enrolled. By recording the relevant examinations at baseline, 1 month after treatment, 3 months after treatment, and 6 months after treatment, comparing data such as the proportion of subjects with successful surgery, nodule shrinkage, occurrence of complications, and the proportion of patients with effective treatments, to evaluate the safety and effectiveness of the trial product for thermal ablation treatment of benign thyroid nodules.

VRSO1 radiofrequency ablation treatment system host (Registration number: CFDA 20173252338) and electrode needles (Registration Number: CFDA 20143255486) manufactured by STARmed Co., Ltd.

Primary endpoint: ablation nodule volume reduction rate at six months after operation;

Secondary endpoint: Surgical success rate, postoperative nodule volume reduction rate (30-days, 90-days, and 180-days post operation), ultrasound blood flow score, thyroid function tests;

Baseline evaluation index: vital signs, incidence of treatment-related complications, incidence of other adverse events, evaluation of system operation safety;

Safety evaluation index: vital signs, incidence of treatment-related complications, incidence of other adverse events, evaluation of system operation safety;

Evaluation of Product Use: common functions, ease of use, reliability evaluation.

Enrolment Criteria:

1. Age between 18 to 70 years old (inclusive), no gender limit;

2. Subjects whose target nodules were confirmed to be benign lesions by fine needle aspiration cytology (FNAC) or pathological biopsy within six months prior to surgery, or whose TI-RADS classification by color Doppler examination was classified as category 1~3;

3. Nodule diameter ≥2cm, or the proportion of solid portion of the nodule is greater than 80%, and no other treatment (e.g., surgical treatment, radioactive iodine treatment, TSH suppression treatment, percutaneous anhydrous ethanol injection, etc.) has been performed;

4. The presence of subjective symptoms that are obviously related to the nodule (e.g., foreign body sensation, neck discomfort or pain, or symptoms caused by adjacent organs); or an tendency of malignant transformation (e.g., the occurrence of related symptoms, or imaging tests suggesting that the size of the nodule is increasing progressively); or patients with excessive worries that affect normal life; or subjects with symptoms of hyperthyroidism caused by autonomous functional nodules;

5. Subjects (or their designated agents) must sign the informed consent form.

Exclusion Criteria:

1. Subjects with abnormal vocal cord function on the contralateral side of the lesion;

2. Subjects with active thyroiditis and infections at the surgical site or adjacent sites;

3. Subjects with large areas of calcification in the nodule that affect observation;

4. Subjects with large blood vessels and nerves around the thyroid nodules, serious adhesion of the nodules to the esophagus and trachea, etc., and nodules located at the lower pole of the gland and beyond the sternum;

5. Subjects with severe heart, liver, or kidney dysfunction (cardiac function grade II and above; ALT, AST > 2.5 times the upper limit of normal value; serum creatinine > 1.5 times the upper limit of normal value);

6. Severe anemia (Hb<60g/L);

7. Subjects with cognitive abnormalities or severe mental illness, etc., who are unable to cooperate with the study;

8. Pregnant and lactating women;

9. Subjects who have participated in other clinical studies within the past three months;

10. Other conditions in which the researcher believes that the patient is not suitable to participate in this study.

132 subjects were enrolled in total. Out of the 132 subjects, 52 were enrolled in the hospital in the Jiangxi province, 48 were enrolled in the hospital in the Guangdong province, and 32 subjects were enrolled in the hospital in the Zhejiang province, respectively, with each hospital allocating half of their enrolled subjects to the test group and control group, respectively.

Based on a review of past clinical studies, the average reduction rate in nodule volume after 6 months of the standard treatment is about 80%. Given the study is designed to compare the new treatment (the test group) against the control treatment which is already available on the market (the control group), we have proceeded with the non-inferiority margin rate of -15%, meaning in this study, the new treatment can be up to 15% less effective than the control treatment and still be considered statistically to perform just as well in comparison to the control treatment. Further, this trial proceeded with the estimate that: (i) conservatively, there may be a 28% deviation difference between patients in the test group and control group; and (ii) there is a 2.5% chance of a false positive in determining non-inferiority and an 80% chance of correctly concluding the new treatment to perform just as well in comparison to the control treatment.

Based on inputting these assumptions into a statistical software called PASS11, it was determined that 56 subjects needed to be enrolled in each of the test group and the control group, for an aggregate of 112 participants. However, because we expect that about 15% of the participants may drop out of the study throughout the trial or fail to follow-up with the researchers, we planned to enroll at least 132 participants to ensure that we will have sufficient sample data for this trial even with potential patient drop-outs.

A total of 15 adverse events were recorded, where 8 adverse events may relate to the trial, with the remaining 7 being unrelated and concern the deteriorating medical conditions of the enrolled subject. None such events involved a device defect that could lead to adverse events occurred during the trial.

Related Adverse Event: Out of the 8 adverse events, 4 post-operative subjects reported hoarseness of their voice, 2 post-operative subjects reported neck pain, 1 post-operative subject complained of neck inflammation and 1 post-operative subject complained of sore throat. Such adverse events are common complications caused by ablation treatment.

Unrelated Adverse Event: The 7 adverse events unrelated to the trial involved subjects which were diagnosed with various conditions, such as gastric polyp, microinvasive adenocarcinoma of the lung, or an adenoma of the sigmoid colon. These subjects were subsequently hospitalized and were either treated or symptoms alleviated such that the clinical trial may continue.

Completed.

Zhuhai People’s Hospital

Associate Chief Physician from such hospital

Lishui People’s Hospital

Chief Physician from such hospital

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2Breast Lump Clinical Trials

Institution

Principal Researcher

Research Objective

Clinical Study Design

Designated Control
Medical Product

Evaluation Index

Enrollment and Exclusion Criteria

Subject
Enrolment
Breakdown

Sample Size Calculation

Adverse
Events

Status

Sun Yat-sen University Cancer Center
the Fifth Affiliated Hospital of Guangzhou
Medical University Shandong
Provincial Qianfoshan Hospital
the Affiliated Hospital of
Putian University

Chief Physician from such Hospital

Chief Physician from such hospital

To evaluate the rate of complete ablation of breast lump nodules of the MWA ablator and its accompanying ablation needles produced by Nanjing Changcheng and whether such products were inferior compared to the designated control medical product.

The clinical trial is designed as “prospective, multicenter, stratified group randomized, open, parallel positive control, and non-inferiority test”. to verify that when the microwave ablation device and supporting ablation needle produced by Nanjing Changcheng Medical Equipment Co., Ltd. are used for ablation of breast fibroadenoma, the complete nodule ablation rate is not inferior to that of the control product, which meets the requirements of clinical application, and the product is safe and reliable in the process of use. A total of 188 cases will be enrolled.

WE7568-II tumor ablation treatment system generator (Registration number: CFDA 20173014200) and the WHK-1A, WHK-1B, WHK-1C, WHK-2A, WHK-2B and WHK-2C models of ablation electrode needles registered by Beijing Wei’erfu Electronics Company.

Primary endpoint: complete nodule ablation rate on postoperative day 90±7;

Secondary endpoint:

1. nodule volume reduction rates on day 90 ± 7, day 180 ± 14, and day 360 ± 14;

2. evaluation of the ablation device’s operational performance;

3. evaluation of the ablation needle’s operational performance;

4. visual analog scale pain scores;

5. aesthetic satisfaction.

Safety evaluation indexes: SAE (serious adverse event) incidence rate, AE (adverse event) incidence rate, and device defect incidence rate.

Enrollment Criteria:

(1) Age between 18 to 50 years old (inclusive), no gender limit;

(2) Breast solid nodule with a longitudinal diameter ranging from 10mm to 30mm (inclusive), as measured by ultrasound;

(3) Target breast nodules, within the 3 months prior to ablation, confirmed as fibroadenomas through hollow needle (large needle) biopsy;

(4) Subjects or their legal representative can understand the purpose of the study, demonstrate adequate compliance with the study protocol, and sign the informed consent form.

Exclusion Criteria:

(1) Subjects who have received treatment prior to target breast nodule ablation or who require treatment by other methods (e.g., surgery, focused ultrasound ablation, cryoablation, or ethanol injection) during the trial;

(2) Subjects with severe bleeding tendency and obvious hemogram abnormalities that cannot be corrected within a short period of time for coagulation dysfunction (platelets < 50× 109/L, prothrombin time > 25s);

(3) Subjects whose anticoagulant therapy and/or antiplatelet drugs have not been discontinued for more than 7 days prior to treatment;

(4) Subjects with abnormal function of heart, lung, liver, kidney and other important organs (cardiac function NYHA grade 3 or above, ALT, AST > 1.5 times the upper limit of normal reference value, or Ccr < 60ml/min);

(5) Subjects with other serious medical conditions (including clinically relevant cardiovascular disease or myocardial infarction within 12 months prior to enrollment; history of severe neurological or

N/A

Based on a review of the literature2 and considering the clinical practice, it is expected that both the new treatment (the test group) and the control treatment which is already available on the market (the control group) will completely eliminate the breast lump in 95% of cases. On this basis, we have proceeded with the non-inferiority margin rate of -10%, meaning in this study, the new treatment can be up to 10% less effective than the control treatment and still be considered statistically to perform just as well in comparison to the control treatment. Further, this trial proceeded with the estimate that there is a 2.5% chance of a false positive in determining non-inferiority and an 80% chance of correctly concluding the new treatment to perform just as well in comparison to the control treatment.

Based on these assumptions and parameters, we calculated that at least 75 participants in each of the test group and the control group (or 150 participants in total) would be needed. However, we expect that about 20% of participants may drop out or fail to follow-up with the researchers throughout the trial, and therefore in order to accumulate sufficient data for this research, we have determined a total of 188 subjects will be required to be enrolled, such that there are 94 participants in each of the test group and the control group.

N/A

The clinical test stage has not yet carried out.

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Zhou Qin, Ma Kui, Liang Mengdi, et al. Feasibility study on microwave ablation for benign breast nodules[J]. Journal of Nanjing Medical University (Natural Science), 2017, 37 (10) : 1337-1338.

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3Pulmonary Nodule Clinical Trials

Institution

Principal Researcher

Research Objective

Clinical Study Design

Designated Control
Medical Product

Evaluation Index

Enrollment and Exclusion Criteria

Subject Enrolment
Breakdown

Sample Size Calculation

Adverse
Events

Status

Sun Yat-sen
University Cancer Center
Beijing Hospital
Beijing Chao-Yang
Hospital of the Capital Medical University
Qingdao Central Hospital

Chief Physician of such hospital

Associate Chief Physician such hospital

The clinical trial is designed as “prospective, multicenter, stratified group randomized, open, parallel positive control, and non-inferiority test” to verify that when the microwave ablation instrument and disposable microwave ablation needle produced by Nanjing Changcheng Medical Equipment Co., Ltd. are used for pulmonary nodule ablation, the complete ablation rate of pulmonary nodules is non-inferior to that of the control product, which meets the requirements of the clinical application, and the products are safe and reliable in the process of use. A total of 152 cases will be enrolled.

Primary endpoint: complete ablation rate of pulmonary nodules on postoperative day 90±7 and postoperative day 180±14;

Secondary endpoint:

1. immediate ablation effectiveness rate 48 hours after pulmonary nodule ablation;

2. evaluation of the ablation device’s operational performance;

3. evaluation of the ablation needle’s operational performance.

Safety evaluation indexes: SAE (serious adverse event) incidence rate, AE (adverse event) incidence rate, device defect incidence rate.

Enrollment criteria

(1) Age between 18 to 75 years old (inclusive), no gender limit;

(2) Subjects who plan to undergo ablation treatment of malignant or suspected malignant pulmonary nodules, including alveolar epithelial atypical adenomatoid hyperplasia or primary peripheral non-small cell lung cancer or pulmonary nodules with malignant tendency;

(3) Subjects with no more than 3 unilateral pulmonary nodules (bilateral lungs≤5) and with lung nodules requiring ablation that are 8 mm to 30 mm in diameter (inclusive);

(4) The subject refuses or is deemed unsuitable for surgical resection or stereotactic radiation therapy;

(5) Subjects or their legal representative can understand the purpose of the study, demonstrate adequate compliance with the study protocol, and sign the informed consent form.

Exclusion Criteria:

(1) Subjects with Eastern Cooperative Oncology Group performance status score >3;

(2) Subjects who have received chemotherapy, radiation therapy, immunotherapy, targeted therapy, surgery, or other minimally invasive approaches to tumor treatment within 30 days prior to ablation;

(3) Subjects who require continued treatment of the tumor or pulmonary nodule with chemotherapy, radiotherapy, immunotherapy, targeted therapy, surgery, or other minimally invasive methods for the duration of the trial after surgery;

(4) Subjects with severe pulmonary fibrosis and pulmonary hypertension;

(5) Subjects requiring ongoing hormone therapy throughout the trial period;

(6) Subjects with pleural effusion and poor control;

(7) Subjects with impaired consciousness or unable to cooperate with treatment;

(8) Subjects with severe bleeding tendency and obvious hemogram abnormalities that cannot be corrected within a short period of time for

N/A

Based on a review of the literature3 and considering the clinical practice, it is expected that both the new treatment (the test group) and the control treatment which is already available on the market (the control group) will completely eliminate the pulmonary nodule 180 days after the treatment in 96% of cases. On this basis, we have proceeded with the non-inferiority margin rate of -10%, meaning in this study, the new treatment can be up to 10% less effective than the control treatment and still be considered statistically to perform just as well in comparison to the control treatment. Further, this trial proceeded with the estimate that there is a 2.5% chance of a false positive in determining non-inferiority and an 80% chance of correctly concluding the new treatment to perform just as well in comparison to the control treatment.

Based on these assumptions and parameters, we calculated that at least 61 participants in each of the test group and the control group (or a total of 122 participants) would be necessary. However, we expect that about 20% of participants may drop out or fail to follow-up with the researchers throughout the trial, and therefore in order to accumulate sufficient data for this trial, we have determined a total of 152 subjects will be required to be enrolled, such that there are 76 participants in each of the test group and the control group.

N/A

The clinical test stage has not yet carried out.

306

Liu Hao, Yang Yunlong. Evaluation of safety and short-term efficacy of CT-guided percutaneous microwave ablation for pulmonary nodules[J]. Chinese Journal of Clinical Research, 2022, 35 (07) : 982-985.

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As of the date of this proxy statement/prospectus, we have completed the thyroid nodule clinical trial while the breast lump clinical trial and the pulmonary nodule clinical trials have not yet reached the testing stage. A summary of the research proposals and current progress of each of the clinical trials is set forth below:

Thyroid nodule clinical trials: the thyroid nodule clinical trials took place between November 17, 2018 and were completed on April 18, 2020. The relevant research findings report for such clinical study was finalized on July 20, 2020.

Breast lump clinical trials: In January 2024, the work for the third-party usability study was completed, and the report for the third-party usability study and the clinical evaluation research and clinical trial testing plans for the breast lump clinical research, respectively, were completed in February 2024. Although finalized, we are prepared to revise such respective clinical trial testing plan accordingly should there be any comments or constructive feedback to such plan we may receive from our other involved parties. We are also preparing for the submission of such research proposal and ancillary documents for ethics review by the respective ethics committees of the institutions which are conducting the clinical trials. If the respective ethics committees approve our research proposal and issue a letter of approval, we expect relevant clinical trial research agreements to be entered into between our research collaborator, FIIG, and (i) Sun Yat-sen University Cancer Center, (ii) the Fifth Affiliated Hospital of Guangzhou Medical University, (iii) Shandong Provincial Qianfoshan Hospital and (iv) the Affiliated Hospital of Putian University, to provide technical services and conduct the breast lump clinical trials. Following execution of such clinical trial research agreements, the hospitals will proceed with the testing stage and begin to enroll suitable patients in accordance with the research proposal. We plan to have these steps (i.e. ethics review and execution of clinical research contracts with or between the relevant research collaborators and/or the hospital institutions) completed by September of 2024, such that appointed hospital institutions may start enrolling participants for clinical testing in September 2024. Subject to any amendments as a result of the ethical review, the current research proposal stipulates that the hospitals listed above shall, among other things: (i) enroll subjects in accordance with the enrollment criteria for the clinical trial, (ii) evaluate such patients using the evaluation indices specified by the research proposal, and (iii) conduct the clinical trial by treating the patients in both the control group and the test group with the respective medical devices for such group pursuant to the procedures stipulated in the research proposal. Each institution is expected to carry out the breast lump clinical trial using the same standards and rules, and each is expected to continuously enroll subjects until we have filled the total enrollment quota of 188 subjects for these clinical trials. As an illustration, three months after the date the clinical trials have begun, we might expect one institution to have enrolled 48 patients, 24 of which shall fall into the control group and 24 of which shall fall into the test group, while we might expect another institution to have enrolled 36 subjects, 18 of which shall fall into the control group and 18 of which shall fall into the test group. Simultaneously, the other institutions are to continue seeking and enrolling subjects which meet the research proposal’s enrollment criteria for testing, until such time as the institutions have altogether enrolled a total of 188 subjects (94 subjects falling into the control group and the test group, respectively). Based on the current proposed research schedule time frame, we expect to have all research participants successfully enrolled by November 2024 and finish all clinical trial data collection by May 2025. Thereafter, we expect to have semi-final research reports from each hospital institution and the finalized clinical trial research reports completed in June 2025.

Pulmonary nodule clinical trials: The pulmonary nodule clinical trials have been progressing at a very similar rate as the breast lump clinical trials. We have completed the clinical trial testing plans by February 2024, but such clinical trial testing plan may be subject to appropriate changes or amendments pursuant to any constructive comments or feedback from involved parties. We are also preparing for the submission of such research proposal and ancillary documents for ethics review by the respective ethics committees of the institutions which are conducting the clinical trials. Pursuant to the NH Collaboration Agreement (as described above), each of the institutions partaking in the pulmonary nodule clinical trials is required to follow the procedures, rules and criteria of our finalized research proposal, including enrolling subjects under such proposal’s enrollment criteria and treating subjects of both the control group and the test group with the respective medical devices for such group in accordance with the procedures of the finalized research proposal. If we have clearance from the respective ethics committees to proceed with the clinical trials, we are prepared to appoint the following hospitals: (i) Sun Yat-sen University Cancer Center; (ii) Beijing Hospital; (iii) Beijing Chao-Yang Hospital of the Capital Medical University; and Qingdao Central Hospital to provide technical services with respect to the pulmonary nodule clinical trials. Concerning the pulmonary nodule clinical trials,

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TABLE OF CONTENTS

Product pipeline

The following table sets forth certain information about our major pipeline products:

Product Category

NMPA
Classification

Features

Development
Stage

Expected
Launch Date

Target Indication

Microwave ablation ultrasound integrated therapeutic apparatus

Class III

Equipped with built-in ultrasound scanner for locating the tumor precisely during treatment

Reflects real-time data of therapeutic apparatus on the ultrasound machine interface, allowing doctors to manage data easily and focus on observing the patient during the treatment

To be used in conjunction with different proprietary microwave ablation needles for the treatment of different diseases

Product Design

Fourth quarter of 2025

Thyroid nodules, liver tumors

MTI-5GT four-source microwave ablation therapeutic apparatus

Class III

Output frequency of 2,450 MHz

Four-port outputs for treatment utilizing four needles simultaneously

Each output is equipped with an independent temperature sensor allowing real-time reflection of temperature data

Applicable to microwave ablation treatment of large tumors

To be used in conjunction with different proprietary microwave ablation needles for the treatment of different diseases

Clinical trial preparation

Fourth quarter of 2025

Bone tumors

Microwave Ablation Therapy Device and Disposable Microwave Ablation Needle

Class III

Suitable for microwave ablation treatment of large tumors. Using solid-state power supply as the microwave emission source, no-load status can be detected to ensure the safety of clinical use

Equipped with LED display and user-friendly interface

Used with different proprietary microwave ablation needles to treat different conditions

Clinical trial preparation

Fourth quarter of 2025

uterine fibroids

MTI-5FT therapeutic apparatus

Class III

Output frequency of 915 MHz which has stronger penetration power

Applicable to microwave ablation treatment of large tumors. Uses solid-state power as the source of microwave emission, which can detect no-load condition and ensure safe clinical use

Equipped with LED display with user- friendly interface

To be used in conjunction with different proprietary microwave ablation needles for the treatment of different diseases

Clinical trial preparation

Fourth quarter of 2024

Thyroid nodules, liver tumors

310

TABLE OF CONTENTS

Product Category

NMPA
Classification

Features

Development
Stage

Expected
Launch Date

Target Indication

Microwave ablation catheters

Class III catheters

Comprises four different models of catheters

(i)

with water-cooling structure or non-water cooling structure; and

(ii)

with or without laser navigation system

Water-cooling structure features the use of special engineering plastics and a water cycle structure to ensure product quality and lower cost

Laser navigation system allows doctors to locate the position of the catheter inside the blood vessel

Composed of semi-flexible needle with circular tip

Applicable to microwave ablation treatment targeting intestine and blood vessel

Intended to be applied for tumors in varicose vein

Clinical trial preparation

Fourth quarter of 2025

For the treatment of tumors in varicose veins

Endoscope- guided puncture microwave ablation needles

Class III

Composed of semi-flexible needle

Allows precise ablation inside patient’s lung with the guidance of endoscope

Applicable to treatment targeting lung tumors

Intended to be applied for pulmonary nodule

Clinical trial preparation

Fourth quarter of 2025

Indicated for pulmonary nodules

Microwave Ablation Therapy Device and Disposable Microwave Ablation Needle

Class III

Suitable for microwave ablation treatment of large tumors. Using solid-state power supply as the microwave emission source, no-load status can be detected to ensure the safety of clinical use

Equipped with LED display and user-friendly interface

Used with different proprietary microwave ablation needles to treat different conditions

Clinical trial preparation

Fourth quarter of 2025

Breast lump

Properties and Facilities

We currently do not own any properties as we lease the properties for our principal executive offices, located at Room 202, 2/F, Baide Building, Building 11, No.15, Rongtong Street, Yuexiu District, Guangzhou, in China. We also lease two manufacturing plants in Nanjing, China from third party landlords located in the Jiangning District of Nanjing. We believe that the offices and manufacturing plants that are currently leased are adequate to meet our needs for the foreseeable future. These two manufacturing plants have an aggregate floor area of approximately 6,502 square meters.

311

TABLE OF CONTENTS

The following table summarizes the material terms of such leases:

	Lease Square Meters	Lease Term	Rental Fee
Changcheng Nanjing’s Manufacturing Site	2660 m2	From November 1, 2020 to October 31, 2025	The annual rent, including taxes, amounts to RMB 1,053,360. The total annual property fee amounts to RMB 63,840.
Baide Suzhou’s Manufacturing Site	3,841.94 m2	From August 1, 2022 to July 31, 2025	The annual rent, including taxes, amounts to RMB 1,176,401.34. The total annual property fee amounts to RMB 138,309.84.
Guoke Baide’s Business Site (Guangzhou)	1,425.78 m2	From October 1, 2022 to September 30, 2027	The annual rent, including taxes, amounts to RMB 783,360.00. The total annual property fee amounts to RMB 222,421.68.

Branding and Marketing

We market our products and promote our brand mainly through our in-house sales and marketing department and distribution networks. As of December 31, 2023, our in-house sales and marketing department consisted of 32 members. Although the number of members in our in-house sales and marketing department decreased from 79 to 32 as of December 31, 2023, we anticipate expanding the department in fiscal year 2024 to support both U.S. market development and domestic market growth.

We hold regular trainings for our sales and marketing personnel. Such training generally includes introduction of our products and industry, market overview, analysis of competitors, and comparison of competitors’ products against our products, and skill trainings on connecting and building relationships with customers. We believe that such training equips sales and marketing personnel with the ability to adequately present and introduce our products to customers. We also rely upon distributors to promote our brand as they sell our products to hospitals.

Additionally, as part of our marketing strategy, we actively participate in medical conferences in China. During the fiscal years ended December 31, 2021, 2022 and 2023, we participated in more than 100 medical conferences. Our sales and marketing department also coordinates with marketing services providers on sales and marketing initiatives. Such services providers will participate in national and local academic medical conferences to promote our brand and our products from time to time.

Intellectual Property

We regard our intellectual property rights as one of the fundamental factors to the success of our business and are committed to protecting our intellectual property rights. As of January 4, 2024, we possessed, as the sole owner or co-owner, a total of 47 patents in China. As of January 4, 2024, we had applications pending for 33 patents in China.

The following table summarizes the scope and technology, type of patent protection, expiration dates and co-owner (if applicable) of each patent and patent application:

Application/
Registration Number

Name

Type

Owner

Jurisdiction

Date of
Application
(DD/MM/YYYY)

Date of
Registration
(DD/MM/YYYY)

Date of
Patent
Expiration
(DD/MM/YYYY)

Status

201310552850.8

Semi-rigid water-cooled microwave ablation antenna with real-time temperature measurement and ablation

Invention

Baide
Suzhou

PRC

11/11/2013

08/06/2016

10/11/2033

Granted

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TABLE OF CONTENTS

Application/
Registration Number

Name

Type

Owner

Jurisdiction

Date of
Application
(DD/MM/YYYY)

Date of
Registration
(DD/MM/YYYY)

Date of
Patent
Expiration
(DD/MM/YYYY)

Status

201730566463.9

Bent shank ablation needle

Design

Baide
Suzhou

PRC

16/11/2017

15/06/2018

15/11/2027

Granted

201730566990.X

Microwave therapy instrument

Design

Baide
Suzhou

PRC

16/11/2017

15/06/2018

15/11/2027

Granted

201730566996.7

Straight ablation needle

Design

Baide
Suzhou

PRC

16/11/2017

15/06/2018

15/11/2027

Granted

201820441845.8

A kind of water-cooled microwave ablation needle and its fluid injection and wicking structure, metal outer bush

Utility

Baide
Suzhou

PRC

30/03/2018

05/07/2019

29/03/2028

Granted

201820501435.8

A kind of soft microwave melt needle of penetration type half and its water-cooling structure, outer bush

Utility

Baide
Suzhou,
Ligong Lu

PRC

10/04/2018

05/07/2019

09/04/2028

Granted

201820981010.1

A kind of wireless remote control medical microwave equipment

Utility

Baide
Suzhou

PRC

25/06/2018

20/08/2019

24/06/2028

Granted

201830352165.4

Microwave therapy instrument

Design

Baide
Suzhou

PRC

03/07/2018

08/01/2019

02/07/2028

Granted

201830492179.6

Intelligent microwave therapy device

Design

Baide
Suzhou

PRC

03/09/2018

15/01/2019

02/09/2028

Granted

201821746518.X

A kind of high performance water cooling microwave melt needle with microwave power control switch

Utility

Baide
Suzhou

PRC

26/10/2018

03/09/2019

25/10/2028

Granted

201821770152.X

A kind of soft type water cooling microwave coagulation electrode of cup head half

Utility

Baide
Suzhou

PRC

30/10/2018

03/09/2019

29/10/2028

Granted

2016208508740

Anti-microwave interference temperature measurement and ablation integrated high-performance water-cooled microwave ablation antenna

Utility

Baide
Suzhou

PRC

08/08/2016

14/07/2017

07/08/2026

Granted

201620850875.5

Anti-microwave interference temperature measurement and ablation integrated semi-rigid water-cooled microwave ablation antenna

Utility

Baide
Suzhou

PRC

08/08/2016

25/07/2017

07/08/2026

Granted

202121414473.8

Semi-rigid puncture type microwave ablation antenna and transmission line structure

Utility

Baide
Suzhou

PRC

24/06/2021

24/12/2021

23/06/2031

Granted

202121419209.3

Semi-flexible microwave ablation antenna and transmission line structure

Utility

Baide
Suzhou

PRC

24/06/2021

24/12/2021

23/06/2031

Granted

202222076953.9

A multi-compartment vacuum sterilizer

Utility

Baide
Suzhou

PRC

08/08/2022

11/04/2023

07/08/2032

Granted

202222210986.8

An auxiliary locating device for precise location

Utility

Baide
Suzhou

PRC

22/08/2022

31/01/2023

21/08/2032

Granted

202320016679.8

An adjustable production fixture

Utility

Baide
Suzhou

PRC

03/01/2023

28/04/2023

02/01/2033

Granted

313

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Application/
Registration Number

Name

Type

Owner

Jurisdiction

Date of
Application
(DD/MM/YYYY)

Date of
Registration
(DD/MM/YYYY)

Date of
Patent
Expiration
(DD/MM/YYYY)

Status

202222143353.X

A multi-station synchronous cleaning device

Utility

Baide
Suzhou

PRC

15/08/2022

31/01/2023

14/08/2032

Granted

202221848513.4

A disposable microwave ablation needle with detectable temperature

Utility

Baide
Suzhou

PRC

18/07/2022

31/01/2023

17/07/2032

Granted

202221814329.8

Disposable microwave ablation needle with multiple size interfaces

Utility

Baide
Suzhou

PRC

13/07/2022

31/01/2023

12/07/2032

Granted

202221814263.2

A disposable microwave ablation needle capable of precisely locating

Utility

Baide
Suzhou

PRC

13/07/2022

31/01/2023

12/07/2032

Granted

202221764561.5

A disposable microwave ablation needle convenient for holding

Utility

Baide
Suzhou

PRC

07/07/2022

31/01/2023

06/07/2032

Granted

202221853161.1

Disposable microwave ablation needle with good cooling effect

Utility

Baide
Suzhou

PRC

18/07/2022

31/01/2023

17/07/2032

Granted

201810275391.6

A liquid injection and aspiration structure suitable for microwave ablation needles

Invention

Baide
Suzhou

PRC

30/03/2018

N/A

Pending

201810315657.5

Water-cooled structure of puncture semi-flexible microwave ablation needle

Invention

Baide
Suzhou,
Ligong Lu

PRC

10/04/2018

N/A

Pending

201811226979.9

A kind of hydrostatic microwave ablation treatment device with semi-puncture type under endoscopic guidance

Invention

Baide
Suzhou

PRC

22/10/2018

N/A

Pending

201811258042.X

A high-performance water-cooled microwave ablation needle with microwave power control switch

Invention

Baide
Suzhou

PRC

26/10/2018

N/A

Pending

202110704940.9

Semi-rigid puncture type microwave ablation antenna, transmission line structure and assembling method thereof

Invention

Baide
Suzhou

PRC

24/06/2021

N/A

Pending

202110705763.6

Semi-flexible microwave ablation antenna, transmission line structure and assembling method

Invention

Baide
Suzhou

PRC

24/06/2021

N/A

Pending

202320466324.9

An automatic drying device for automatic drying

Utility

Baide
Suzhou

PRC

13/03/2023

N/A

Pending

202222281392.6

A microwave ablation needle that is resistant to bending and breakage

Utility

Baide
Suzhou

PRC

29/08/2022

20/06/2023

28/08/2032

Granted

202222076345.8

A disposable microwave ablation needle that avoids bending of the needle

Utility

Baide
Suzhou

PRC

08/08/2022

20/06/2023

07/08/2032

Granted

202320471098.3

A microwave ablation antenna that is easy to assemble

Utility

Baide
Suzhou

PRC

13/03/2023

N/A

Pending

202222143142.6

An anti-slip disposable microwave ablation needle

Utility

Baide
Suzhou

PRC

15/08/2022

20/06/2023

14/08/2032

Granted

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Application/
Registration Number

Name

Type

Owner

Jurisdiction

Date of
Application
(DD/MM/YYYY)

Date of
Registration
(DD/MM/YYYY)

Date of
Patent
Expiration
(DD/MM/YYYY)

Status

202320151590.2

A microwave ablation needle that rotates the connection

Utility

Baide
Suzhou

PRC

01/02/2023

07/07/2023

31/01/2033

Granted

202320058633.2

A sterile storage room for sterile storage

Utility

Baide
Suzhou

PRC

09/01/2023

N/A

Pending

202222210863.4

A radiofrequency ablation device with efficient cooling

Utility

Baide
Suzhou

PRC

22/08/2022

N/A

Pending

2023203574500

An assembly device that is automatically positioned

Utility

Baide
Suzhou

PRC

01/03/2023

N/A

Pending

202222281897.2

A detachable microwave ablation needle

Utility

Baide
Suzhou

PRC

29/08/2022

20/06/2023

28/08/2032

Granted

2023203047004

A quick-cooled disposable microwave ablation needle with a needle tip

Utility

Baide
Suzhou

PRC

24/02/2023

N/A

Pending

202320151600.2

An integrated microwave ablation antenna

Utility

Baide
Suzhou

PRC

01/02/2023

20/06/2023

31/01/2033

Granted

202210802707.9

Ablation needle assembly and ablation system convenient for secondary puncture

Invention

Baide
Suzhou

PRC

07/07/2022

N/A

Pending

202310003383.7

An ablation needle assembly and ablation system that defines the direction of ablation

Invention

Baide
Suzhou

PRC

03/01/2023

N/A

Pending

201310130580.1

Microwave thermotherapy radiator with suppression of microwave leakage energy

Invention

Changcheng Nanjing

PRC

16/04/2013

02/03/2016

15/04/2033

Granted

201310102228.7

Semi-rigid water-cooled microwave ablation antenna

Invention

Changcheng
Nanjing,
LU Ligong

PRC

27/03/2013

16/03/2016

26/03/2033

Granted

201821706733.7

One kind semi-rigid penetration type water cooling microwave coagulation therapy instrument under endoscope guidance

Utility

Changcheng
Nanjing

PRC

22/10/2018

29/10/2019

21/10/2028

Granted

201920547932.6

A semi-rigid intravascular tissue microwave thermal coagulation antenna

Utility

Changcheng
Nanjing

PRC

22/04/2019

31/03/2020

21/04/2029

Granted

201920547772.5

High-performance semi-rigid puncture type microwave ablation antenna

Utility

Changcheng
Nanjing

PRC

22/04/2019

21/02/2020

21/04/2029

Granted

201920555560.1

A water-cooled microwave burning hot coagulation knife

Utility

Changcheng
Nanjing

PRC

23/04/2019

18/02/2020

22/04/2029

Granted

201922082885.5

A multi-probe interventional by-open temperature measuring device

Utility

Changcheng
Nanjing

PRC

27/11/2019

23/10/2020

26/11/2029

Granted

201930687094.8

Ultrasound diagnosis and tumor microwave ablation treatment machine

Design

Changcheng
Nanjing

PRC

13/12/2019

04/08/2020

12/12/2029

Granted

202022881052.8

A device for reducing magnetron power fluctuations

Utility

Changcheng
Nanjing

PRC

02/12/2020

24/08/2021

01/12/2030

Granted

315

TABLE OF CONTENTS

Application/
Registration Number

Name

Type

Owner

Jurisdiction

Date of
Application
(DD/MM/YYYY)

Date of
Registration
(DD/MM/YYYY)

Date of
Patent
Expiration
(DD/MM/YYYY)

Status

202220842531.5

A magnetron microwave power detection device

Utility

Changcheng
Nanjing

PRC

13/04/2022

13/09/2022

12/04/2032

Granted

202221501397.9

A power detection device with open circuit protection and short circuit protection

Utility

Changcheng
Nanjing

PRC

16/06/2022

13/12/2022

15/06/2032

Granted

202221698800.1

A medical catheter with a multi-point mapping structure for radiofrequency ablation

Utility

Changcheng
Nanjing

PRC

04/07/2022

13/12/2022

03/07/2032

Granted

ZL202321169155.9

An ablation device with a retractable treatment handle

Utility

Changcheng
Nanjing

PRC

16/05/2023

19/09/2023

15/05/2033

Granted

ZL202321169160.X

A Migration Resistant Radiofrequency Ablation Needle

Utility

Changcheng
Nanjing

PRC

15/05/2023

19/09/2023

14/05/2033

Granted

201910322669.5

A kind of semi-rigid type endovascular tissue microwave thermal solidification antenna

Invention

Changcheng
Nanjing

PRC

22/04/2019

N/A

Pending

201910322654.9

A kind of high-performance semi-rigid penetration type microwave ablation antenna

Invention

Changcheng
Nanjing

PRC

22/04/2019

N/A

Pending

201910327277.8

A water-cooled microwave burning hot coagulation knife

Invention

Changcheng
Nanjing

PRC

22/04/2019

N/A

Pending

202220649092.6

For microwave ablation catheters under bronchoscopy

Utility

Changcheng
Nanjing

PRC

23/03/2022

N/A

Pending

202210538324.5

Cloud-based computer-based radiofrequency ablation catheter and its method for precise control of ablation depth

Invention

Changcheng
Nanjing

PRC

18/05/2022

N/A

Pending

202221353964.0

A temperature measuring device with motion detection function for high-power magnetron

Utility

Changcheng
Nanjing

PRC

01/06/2022

N/A

Pending

202221390369.4

A radiofrequency ablation device with a rapid cooling structure

Utility

Changcheng
Nanjing

PRC

06/06/2022

N/A

Pending

202221390373.0

A radiofrequency ablation catheter with a mechanically supported structure

Utility

Changcheng
Nanjing

PRC

06/06/2022

N/A

Pending

202221518957.1

A radiofrequency ablation device with a rapid cooling structure

Utility

Changcheng
Nanjing

PRC

17/06/2022

N/A

Pending

202221588173.6

Temperature control equipment for radiofrequency ablation catheter

Utility

Changcheng
Nanjing

PRC

23/06/2022

N/A

Pending

202221698806.9

A medical display with a multi-angle adjustment mechanism for radiofrequency ablation

Utility

Changcheng
Nanjing

PRC

04/07/2022

N/A

Pending

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Application/
Registration Number

Name

Type

Owner

Jurisdiction

Date of
Application
(DD/MM/YYYY)

Date of
Registration
(DD/MM/YYYY)

Date of
Patent
Expiration
(DD/MM/YYYY)

Status

202222027126.0

A kind of microwave ablation therapy instrument with a power control device with a socket fixed structure

Utility

Changcheng Nanjing

PRC

03/08/2022

N/A

Pending

202222027085.5

A safety detection device for positioning stable structure of microwave therapy appliances

Utility

Changcheng Nanjing

PRC

03/08/2022

N/A

Pending

202222180068.5

An intelligent microwave therapy instrument has a probe connection bracket for adjusting the mechanism

Utility

Changcheng Nanjing

PRC

19/08/2022

N/A

Pending

202320862108.6

A microwave therapy device with a multi-angle treatment adjustment structure

Utility

Changcheng Nanjing

PRC

18/04/2023

N/A

Pending

202320862105.2

A smart microwave therapy device with an adjustable probe connection bracket

Utility

Changcheng Nanjing

PRC

18/04/2023

N/A

Pending

202320862106.7

A radiofrequency ablation instrument with a folding bracket structure

Utility

Changcheng Nanjing

PRC

18/04/2023

N/A

Pending

202221872954.8

A microwave leakage suppressor that can be replaced by microwave absorbing materials

Utility

Changcheng Nanjing

PRC

21/07/2022

N/A

Pending

202321066822.0

A pin detection and identification circuit

Utility

Changcheng Nanjing

PRC

06/05/2023

19/12/2023

05/05/2033

Granted

202321076647.3

A no-load protection circuit for microwave ablators

Utility

Changcheng Nanjing

PRC

06/05/2023

03/10/2023

05/05/2033

Granted

202211531889.7

Photothermal rare earth nanoprobe and preparation method thereof

Invention

Ruikede
Xiamen

PRC

01/12/2022

N/A

Pending

201620850874.0

High-performance water-cooled microwave ablation antenna with integrated microwave-resistant temperature measurement and ablation

Utility

Baide
Suzhou

PRC

08/08/2016

12/06/2017

07/08/2026

Granted

During the fiscal years ended December 31, 2022 and 2023, we were not aware of any material infringement of others’ intellectual property rights by us.

We have entered into agreements with our directors and officers and employees, under which the intellectual property developed during their employment belongs to us and they waive all relevant rights or claims to such intellectual property. The agreements also contain confidentiality and non-complete clauses to protect our rights to all invention, technology, know-how and trade secrets derived during the stage of research and development.

Competition

The microwave ablation medical device industry in China has high market concentrations, with the top four microwave ablation manufacturers accounting for about 88.4% of the sales in 2022. We were the third largest microwave ablation medical device provider in the PRC in terms of sales revenue in 2022, with a market share of 19.0%. According to the Frost & Sullivan Report, the top four microwave ablator manufacturers in 2022 are 1) ECO Medical, 2) Vison Medical, 3) the Company and 4) Canyon Medical. The Company’s main competitors are the three other manufacturers listed above. ECO Medical and Canyon Medical have obtained

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the registration certificates of Class III medical devices for microwave ablation used in the treatment of liver cancer and thyroid nodules, while Vison Medical has obtained the registration certificate of Class III medical devices for microwave ablation used in the treatment of liver cancer. As of December 31, 2023, the Company’s competitors have not registered Class III medical devices for other ablation apparatuses such as radio frequency, cryoablation, or laser ablation.

We ranked first among all microwave ablation medical device providers in the treatment of thyroid nodules and breast lumps in the PRC in terms of sales revenue and sales volume of microwave ablation needles in 2022. We are the first company to have proprietary microwave ablation medical devices specifically approved for the treatment of thyroid nodules successfully registered as Class III medical devices in China. Even though some competitors have already obtained Class III registration certificates for their microwave ablation therapeutic apparatus and microwave ablation needles specifically approved for the treatment of liver cancer, none of our competitors have obtained Class III registration certificates for their microwave ablation needles specifically approved for the treatment of thyroid nodules or other diseases which we have planned to expand our indications on our Class III medical registration certificate, including breast lumps, lung cancer, varicose vein, bone tumors and uterine fibroids. We believe such first-mover advantage allows us to differentiate our existing products from that of other microwave ablation medical device providers, and our pipeline products from that of other medical device providers going forward.

Potential new entrants face market barriers for entering into the microwave ablation medical device industry, namely, the research and development and technical barriers; long commercialization process; and branding and sales channel barriers.

Employees

We had a total of 148 employees as of December 31, 2023. All of our employees are based in Mainland China or Hong Kong. The following table sets forth a breakdown of our employees as of December 31, 2023, by function:

Function	Number
Procurement		4
Quality Control		17
Finance		12
Sales and Marketing		32
Production		47
Research and Development and Technical		11
Administration and General Management		25
Total		148

We believe that our employees contribute to our rapid business growth, and our continued success depends on our ability to attract, motivate, train and retain qualified employees. Our management devotes resources to and focuses on ensuring that the culture and brand of Baird Medical remain highly attractive to potential and existing employees.

We believe that we offer employees competitive compensation packages and dynamic work environments that encourage initiative. We also promote equal opportunity and diversity in the workplace. We recruit employees based on a number of factors, including relevant work experience, educational background, skills, knowledge, and relevant vacancy. We enter into labor contracts with our employees.

As required by PRC regulations, we participate in various statutory employee benefit plans, including social insurance funds, namely a pension contribution plan, a medical insurance plan, an unemployment insurance plan, a work-related injury insurance plan, a maternity insurance plan, and a housing provident fund.

We are required under PRC laws to make contributions to employee benefit plans at specified percentages of the salaries, bonuses and certain allowances of our employees, up to a maximum amount specified by the local government from time to time. Bonuses are generally discretionary and based in part on employee performance and in part on the overall performance our business.

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We believe that we maintain a good working relationship with employees and have not experienced any major labor disputes.

Insurance

We maintain insurance policies that are required under PRC laws and regulations as well as policies based on our assessment of our operational needs and industry practice. We are subject to the social insurance system of the PRC and are required to make contributions for our employees toward five categories of insurance, including basic pension, basic medical, unemployment, work injury and maternity. Consistent with customary practice in China, we do not maintain any insurance policies for business interruption, product liability or litigation. We believe that our existing insurance coverage is in line with industry norms in the PRC and is sufficient for our current operations. We will regularly review and assess our insurance practice based on our needs and industry practice. During the fiscal years ended December 31, 2022 and 2023, we did not experience any material insurance disputes.

Seasonality

During the fiscal years ended December 31, 2022 and 2023, our sales volume in the first half of the year was generally lower than the sales volume in the second half of a year, as customers tend to procure more of our products in the second half of a year, which is common for microwave ablation medical device manufacturers in the PRC.

Legal Proceedings

We are not a party to, nor are we aware of, any legal proceeding, investigation or claim which, in the opinion of our management, is likely to have a material adverse effect on our business, financial condition or results of operations. We may from time to time be subject to various legal or administrative claims and proceedings arising in the ordinary course of business. Litigation or any other legal or administrative proceeding, regardless of the outcome, is likely to result in substantial cost and diversion of our resources, including its management’s time and attention.

GOVERNMENT REGULATION OF OUR BUSINESS

Regulatory Overview

References to the “Company,” “our,” “us” or “we” in this section refer to the Company. References to our “management” or our “management team” refer to the Company’s officers and directors.

We primarily conduct our business in the PRC, and during the period comprising fiscal years 2022 and 2023, all of our revenue was generated from the PRC. Accordingly, PRC laws and regulations and government supervision are most relevant to our business. This section sets out a summary of the laws, regulations, rules and policies which may have a material impact on our business and operations.

Our business is subject to a variety of laws and regulations and extensive government supervision in the PRC. This section sets out a summary of the major relevant laws, regulations, rules and policies which may have material impact on our business and operations.

Laws and Regulations Relating to Medical Devices

Regulations on the Supervision and Administration of Medical Devices

The 2021 Medical Device Regulations were revised and adopted at the 119th Executive Meeting of the State Council of the PRC on December 21, 2020 and came into effect on June 1, 2021. The major amendments in the 2021 Medical Device Regulations include: (1) implementing the registrant-or-submitter accountability system to highlight the entity responsibilities of enterprises; (2) improving the system for medical device innovation; (3) optimizing the approval process; (4) optimizing the filing process; (5) improving post marketing regulatory requirements; and (6) reinforcing penalty and punishment.

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The 2021 Medical Device Regulations focus on developing and improving medical device innovation systems. They stipulate that registrants and filing entities of medical devices refer to enterprises or R&D institutions that have obtained medical device registration certificates or filed applications for medical devices, and that they are legally responsible for the safety and efficacy of their medical devices during the R&D, manufacturing, sales and use of the medical devices. The registrant-or-submitter accountability system also defines the obligations of registrants or filing entities and requires that registrants or filing entities should establish and effectively maintain a quality management system, conduct post-marketing research and risk control, adverse event monitoring and re-evaluation, and establish and implement a system to trace and recall products, among and other obligations. The 2021 Medical Device Regulations clarify the rights and obligations of the registrants or filing entities as well as other market entities, and specifies the obligations of entrusted manufacturers, e-commerce platform operators, user entities and other entities.

For the medical device innovation system, the 2021 Medical Device Regulations include medical device innovation as a development focus and improves medical device innovation systems.

With respect to the procedures for review and approval procedures of medical devices, the review and approval materials are simplified, default licensing is adopted for registration renewal and clinical trials, and the review and approval period for production and operation licenses is shortened. For filing procedures, the filing requirements are reduced, and the informative filing shall be implemented. The 2021 Medical Device Regulations stipulate that the product testing report shall comply with the requirements of the drug administration under the State Council. Such reports may be comprised of the self-testing report of the registration applicant or filing entities of the medical devices, or the testing report issued by entrusted qualified medical device testing institutions. Enterprises with the requisite testing capabilities may complete the registration by submitting self-testing reports, so as to greatly shorten the testing period and accelerate the registration of medical devices.

With respect to regulatory requirements, the 2021 Medical Device Regulations further developed a professional inspection system, improve supervising by introducing regulatory measures such as the ability to trace products by means of tracing unique identification marks, extension of products, extending review process and punishment of dishonest behaviors, and further clarifies the division of responsibilities between the drug supervision and management departments and competent health authorities to strengthen supervision and inspection of the use of medical devices.

The 2021 Medical Device Regulations impose heavier penalties on unlawful behaviors. Such penalties include revoking a wrongdoer’s license and prohibiting it from engaging in relevant activities for a certain period of time, subject to the severity of the violation. For terms of serious violations related to product quality and safety, a penalty of up to 30 times the value of the products may be imposed. For persons exercising control over an entity which is found to have committed a serious violation, all income that the person receives from the entity during the occurrence of the illegal behaviors may be confiscated, a penalty of up to three times of the illegal income may be imposed, and the person may also be prohibited from engaging in relevant activities for five years or more.

With regard to the above regulations, we believe that the encouragement of innovation across multiple systems under the 2021 Medical Device Regulations is conducive to the development of innovative medical devices, and the adjustment to the procedures for review, approval and filing are conducive to accelerating the registration and marketing of the relevant pipeline products, enhancing compliance, and creating an orderly development environment for companies.

Classification of Medical Devices

Pursuant to the 2021 Medical Device Regulations, medical devices shall be classified into three categories according to their risk levels. Class I medical devices include the medical devices with low risks, whose safety and efficacy can be ensured through routine administration. Class II medical devices include the medical devices with moderate risks, which shall be strictly controlled and administered to ensure their safety and efficacy. Class III medical devices means the medical devices with relatively high risks, which shall be strictly controlled and administered through special measures to ensure their safety and efficacy. Class I medical devices shall be subject to product recordation administration, and Class II and Class III medical devices shall be subject to product registration administration.

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Registration and Filings of Medical Devices

In order to regulate the registration and filing of medical devices and ensure the safety, efficacy and quality control of medical devices, the PRC’s State Administration for Market Regulation has formulated the Measures for Medical Devices Registration and Filing in accordance with the 2021 Medical Device Regulations, which was published on August 26, 2021 and took effect on October 1, 2021. According to the 2021 Medical Device Regulations and the Measures for Medical Devices Registration and Filing, for the filings of domestic Class I medical devices, the parties making the filings of medical devices shall submit the filing materials to the competent drug supervision and administration departments at the district city level. In case of any amendment to matters stated in the filings, such amendment must be filed with the original filing department. The Class II and Class III medical devices shall be subject to the product registration administration. Domestic Class II medical devices shall be examined by the provincial branches of the NMPA and domestic Class III medical devices shall be examined by the NMPA, and a Medical Device Registration Certificate for such medical device shall be issued upon approval. In case of any substantial change to the designs, raw materials, production technologies, or scopes and method of application and application methods, etc., of the registered Class II or Class III medical devices, which may affect the safety and efficacy of such medical devices, the registrants shall apply to the original registration departments used in order to change the registration. The Medical Device Registration Certificate is valid for five years and the registrant shall apply to the drug supervision and administration departments for renewal at least six months prior to its expiration date. Pursuant to the 2021 Medical Device Regulations, the application shall be rejected under any of the following circumstances: (i) the registrants fail to file an application for renewal within the proscribed time limit; (ii) the mandatory standards for medical devices have been revised and the relevant medical devices cannot meet the new requirements; or (iii) the registrants fail to meet the requirements provided in the medical device registration certificate for medical devices under conditional approval in a timely matter. Except for the conditions mentioned above, the drug regulatory authority receiving the application for renewal shall make a decision of whether to preserve the renewal prior to the expiration date of the medical device registration certificate. If the drug regulatory authority does not make a decision within this time limit, it shall be deemed that the drug regulatory authority has approved the application.

According to the 2021 Medical Device Regulations and the Measures for Medical Devices Registration and Filing, medical device product registration and filings shall be subject to clinical evaluation. However, medical devices may be exempt from clinical evaluation under either of the following circumstances:

The medical device has clear working mechanisms, finalized design and mature manufacturing processes, and the medical devices of the same type that are available on the market have been used in clinical application for years without records of any serious adverse events, and the medical device will not change the general purposes; or

ii.

The safety and efficacy of such medical device can be proved through non-clinical evaluation.

The medical device catalogue of clinical trial exemption shall be formulated, amended and promulgated by the NMPA, such as the Notice of the Newly Revised Catalogue of Medical Devices Exempted from Clinical Trials promulgated by the NMPA on September 28, 2018 and the Notice of New and Revised Catalogue of Medical Devices Exempted from Clinical Trials promulgated by the NMPA on December 13, 2019. Medical device products that are not included in the exemption catalogue shall be analyzed and evaluated through the data obtained from the clinical trials or clinical application of the same categories of medical devices. On September 16, 2021, the NMPA issued the 2021 Exemption Catalogue with an effective date of October 1, 2021, which replaced the aforementioned Catalogue of Medical Devices Exempted from Clinical Trials and its amendments. As for certain high risk Class III medical devices, the NMPA’s approvals are required before clinical trials can be carried out. Under such requirement, the NMPA promulgated the Notice of Publication of the List of Class III Medical Devices Requiring Clinical Trial Approval on August 25, 2014, which was amended and came into effect on September 14, 2020. Where the safety and efficacy of such medical devices can be proved, the applicant may reference this proof in the course of registration application and submit relevant proofing materials.

Compared with the expired Administrative Measures for Medical Device Registration (2014), the Measures for Medical Devices Registration and Filing has been revised in several aspects, including but not limited to: (i) implementing the registrant-or-filer system such that medical device registrants and filers are

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more be accountable for improvements during the entire lifecycle of their medical devices, and are legally responsible for the safety, efficacy and quality controllability of their medical devices throughout the entire process of research, production, operation and use; (ii) updating the description of the sole identification system to promote the step-by-step implementation of the system by clearly stipulating that the National Medical Products Administration shall establish and pursue the step-by-step implementation of the unique medical device identification system, under which applicants and filers shall be required to submit the unique identification details according to the relevant regulations to ensure the truthfulness, accuracy, and traceability of data; (iii) adding special registration procedures, including three special medical device registration procedures, namely innovative product registration procedures, priority registration procedures and emergency registration procedures; (iv) simplifying and optimizing registration approval procedures, including clarifying that the applicant submits registration application materials to the medical product administration authorities through online registration applications and other channels; adjusting the requirements for medical device inspection reports (which can be either self-inspection reports by applicants or filers, or testing reports produced by qualified medical device testing institutions upon appointment); and specifically creating the “Working Timeframe” chapter to uniformly stipulate the approval timeframe.

We have obtained the Class II and Class III medical device registration certificates for our existing microwave ablation products in China and all these registration certificates are within the validity term, the particulars of which are described further below in this section. We do not believe that our products are exempted from any clinical trials and we have passed the clinical trials as required for our Class II and Class III medical devices for the registration. We do not believe that the Measures for Medical Devices Registration and Filing will have any material impact on our business operations. For a full list of the specific products and when such respective certificates were obtained, please see the tables below.

The NMPA published the Microwave MWA Equipment Guidelines on November 25, 2021, which is a guidance document for registration applicants and technical reviewers, but does not include administrative matters involved in review and approval, nor is it enforced as a regulation. The Microwave MWA Equipment Guidelines should be used under the premise of complying with relevant laws and regulations. Pursuant to the Microwave MWA Equipment Guidelines, among other things, (i) the microwave MWA equipment shall be managed as a Class III medical device. Microwave ablation needles needle shall be managed with reference to the microwave ablation apparatus as Class III medical device when registered separately; and (ii) the applicant of Class III registration certificate for its microwave ablation equipment should limit or modify the scope of application of its microwave MWA equipment based on clinical data and relevant clinical diagnosis and treatment specifications. Definite applicable organs or tissues should be given in the scope of application, instead of other expressions without clear applicable organs or tissues.

We have obtained the Class III medical device registration certificate for our microwave ablation therapeutic apparatus specifically indicated for liver cancer and thyroid nodule (which are our major products). As of December 31, 2023, there were two Class III registration certificates under the Company’s name: microwave therapeutic instrument and accessories (which is valid until February 5, 2028) and disposable microwave ablation needle (which is valid until July 12, 2028). We have also successfully obtained the registration certificate for the Class III Certificate for MWA Needles and one registration certificate for Class II medical devices in the PRC in relation to disposable sterile biopsy needles.

Please see below further particulars on the specific products and when the respective registration certificates were obtained:

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Microwave therapeutic apparatus

Model

Registration Certificate
Number

Certificate
Validity

Class

Frequency

Power

Power Source

Service
Life

MTI-5AT

CFDA 20183011581
(国械注准
20183011581)

6 Feb. 2023 to 5 Feb. 2028

Class III

2,450MHz

Range 0 to
120W,
1W interval

Magnetron

8 years

MTI-5B

CFDA 20183011581
(国械注准
20183011581)

6 Feb. 2023 to 5 Feb. 2028

Class III

2,450MHz

Range 0 to
120W,
1W interval

Magnetron

8 years

MTI-5C

CFDA 20183011581
(国械注准
20183011581)

6 Feb. 2023 to 5 Feb. 2028

Class III

2,450MHz

Range 0 to
120W,
1W interval

Magnetron

8 years

MTI-5DT

CFDA 20183011581
(国械注准
20183011581)

6 Feb. 2023 to 5 Feb. 2028

Class III

2,450MHz

Range 0 to
120W,
1W interval

Magnetron

8 years

MTI-5ET

CFDA 20183011581
(国械注准
20183011581)

6 Feb. 2023 to 5 Feb. 2028

Class III

2,450MHz

Range 0 to
120W,
1W interval

Solid-state source

8 years

Class III MWA needles

Registered Name

Registration
Certificate
Number

Certificate
Validity

Class

Model

Product
Characteristics
Classification

Service Life

Disposable Water-Cooled Microwave Thermal Coagulation Ablation Needle

CFDA 20183011581
(国械注准
20183011581)

6 Feb. 2023 to
5 Feb. 2028

Class III

XR-A2021W, XR-A2018W, XR-A2015W, XR-A2021R (round head), XR-A2018R (round head)

Long
Microwave
Ablation
Needles

1. Needle material: the needle tip is tin-phosphor bronze, the needle shaft is stainless steel, with PTFE coating;

2. Microwave frequency: 2450 MHz;

3. Specifications: needle length is 15 cm to 21 cm, needle diameter is 2.0 mm, to meet various clinical needs;

4. Scope of application: used for the treatment of liver tumors (solid tumor therapy is limited to patients with a diameter ≤3cm and fewer than 3 lesions of metastatic liver cancer).

2 years

XR-A1610W

Fine Microwave
Ablation
Needle

1. Needle material: the needle tip is tin-phosphor bronze, the needle shaft is stainless steel, with PTFE coating;

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Registered Name

Registration
Certificate
Number

Certificate
Validity

Class

Model

Product
Characteristics
Classification

Service Life

Disposable Microwave Ablation Needle

CFDA 20233010963
(国械注准
20233010963)

13 Jul.
2023-12 Jul.
2028

Class III

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,
J-18-05

Long
Microwave
Ablation
Needles

1. Needle material: the needle tip is tin-phosphor bronze, the needle shaft is stainless steel, with PTFE coating;

2. Microwave frequency: 2450 MHz;

3. Specifications: needle length is 5 cm to 15 cm, needle diameter is 1.8mm to 2.0 mm, to meet various clinical needs;

4. Scope of application: used for the treatment of benign thyroid nodules (nodule diameter ≥2cm, solid >80%, progressive enlargement, symptoms of compression, and aesthetic impact).

2 years

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

Fine Microwave
Ablation
Needle

1. Needle material: the needle tip is tin-phosphor bronze, the needle shaft is stainless steel, with PTFE coating;

2. Microwave frequency: 2450 MHz;

3. Specifications: needle length is 5 cm to 15 cm, needle diameter is 1.4mm to 1.6mm, to meet various clinical needs;

4. Scope of application: used for the treatment of benign thyroid nodules (nodule diameter ≥2cm, solid >80%, progressive enlargement, symptoms of compression, and aesthetic impact).

Disposable Sterile Biopsy Needle (Class II)

Registered Name

Registration Certificate
Number

Certificate Validity

Class

Model

Service Life

Disposable Sterile Biopsy Needle

SXZZ 20232141234
(苏械注准
20232141234)

30 Aug. 2023 to
19 Aug. 2028

Class II

BN-MAR-1

2 years

Regulations and Administrative Measures on the Production of Medical Devices

In order to strengthen the supervision, regulation and administration of medical device production, regulate the production of medical devices, and ensure the safety and utility of medical devices, the State Administration for Market Regulation has formulated the Measures for the Supervision and Administration of Medical Devices Production (the “2022 Supervisory and Administrative Measures for Production”) in accordance with the 2021 Medical Device Regulations, which were promulgated on 10 March 10, 2022 and came into effect on May 1, 2022. The 2022 Supervisory and Administrative Measures for Production stipulates that manufacturers of medical devices must satisfy the following conditions:

possessing production sites, environmental conditions, production equipment and professional technicians that are suitable for such medical device produced;

ii.

possessing organizations or professional examination staff and examination equipment that carry out quality examination for such medical device produced;

iii.

formulating a management system which ensures the quality of such medical device;

iv.

having capability of after-sale services that is suitable for such medical device produced; and

satisfying the requirements as set forth in production R&D and production technique documents.

Medical devices are categorized and managed according to the level of risk in the production of medical devices. The enterprises engaging in the production of Class I medical devices shall make filings for such Class I medical devices with the local branches at the district city level of the NMPA and submit proof materials of qualification to engage in the production of such medical devices. The enterprises engaging in the production of Class II and Class III medical devices shall apply to the provincial branches of the NMPA for

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Manufacture License for Medical Devices to the provincial branches of the NMPA, and shall submit proof materials of qualification to engage in the production of such medical devices and registration certificates for such medical devices produced. The Manufacture License for Medical Devices for a medical device is valid for five years.

Compared with the expired Measures for the Supervision and Administration of Medical Device Production which were revised in 2017 (the “2017 Supervisory and Administrative Measures for Production”), amendments have been made into the 2022 Supervisory and Administrative Measures for Production including with respect to: (i) simplifying materials to be submitted as part of the application for production license, and adjusting the time period for review time limit of medical device production license applications from 30 working days to 20 working days; (ii) where a Medical Device Production License is required to be extended upon its expiration, changing the timing required for making any extension application from 6 months prior to expiration to a period ranging from 90 working days to 30 working days prior to expiration, emphasizing that any extension application made after such timeframe would not be accepted; (iii) cancelling the filing requirements for commissioned production and incorporating the requirements of commissioned production into the quality management system for unified regulation; (iv) specifying that the legal representative and principal person-in-charge of the party responsible for the registration or recordation of medical devices shall be fully responsible for the quality and safety of the medical devices produced by the party; (v) specifying that the party responsible for the registration or recordation of and the entrusted manufacturer of the medical devices shall, as required by the state for the implementation of unique identification of medical devices, assign codes, and upload, maintain and update data to ensure that the information is true, accurate, complete and traceable; and (vi) specifying that the registrant or record-filing party of medical devices and entrusted manufacturer shall conduct self-inspection on the operation of the quality management system each year and submit the self-inspection report to the local drug regulatory authority prior to March 31 of the following year. The registrant or record-filing party of imported medical devices shall, through its agent, submit the self-inspection report to the drug regulatory authority of the province, autonomous region or centrally-administered municipality where the agent is located.

On May 25, 2021 we obtained the Manufacture License for Class II and Class III Medical Devices for our existing microwave ablation products in China. Such Manufacture License is valid until May 24, 2026. We do not believe that the 2022 Supervisory and Administrative Measures for Production will have a material impact on our 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. As of the date of this proxy statement/prospectus, we are subject to and in compliance with the 2022 Supervisory and Administrative Measures for Production.

Measures on Production Quality Management of Medical Devices

The Measures on Production Quality Management of Medical Devices (the “Standards on Production Quality Management”), which was promulgated on December 29, 2014 and came into effect on March 1, 2015, stipulates that an enterprise engaging in the production of medical devices shall establish and effectively maintain a quality control system in accordance with the requirements of the Standards on Production and Quality Management. The enterprise engaging in the production of medical devices shall regularly conduct comprehensive self-inspection on the operation of quality management systems in accordance with the requirements of the Standards on Production and Quality Management. The enterprise shall establish its procurement control procedures and assess its suppliers by establishing an examination system to ensure the purchased products are in compliance with the statutory requirements. The enterprise shall record the procurement, production and inspection of raw materials. Such records shall be true, accurate, complete and

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traceable. The enterprise shall apply risk management to the whole process of design and development, production, sales and after-sale services. The measures being adopted shall be applicable to risks associated with the related products.

Commissioned Production of Medical Devices

Pursuant to the 2021 Medical Device Regulations, a medical device registrant or filer may commission certain enterprises, provided they that comply with the provisions of this regulation and meet other conditions, to produce medical devices. In the case of commissioned production of medical devices, a medical device registrant or filer shall be responsible for the quality of the medical devices produced by the commissioned production enterprises, and supports the administration of the production process of the commissioned production enterprises to ensure the compliance with the relevant regulatory requirements. Commission agreements are entered into, to be concluded by the medical device registrant or filer with the commissioned production enterprises. According to the Commission Guidelines issued by the NMPA on March 22, 2022, when a medical device registrant or filer commissions an enterprise that meets the required conditions to manufacture medical devices, it shall sign a “quality agreement for commissioned production of medical devices” with the commissioned manufacturer to clarify the rights, obligations and responsibilities to be assumed throughout the whole process of production process. Parties applying the Commission Guidelines shall choose to apply all or part of the Commission Guidelines for the formulation of quality agreements through consultation, taking into consideration the specific circumstances of thein light of the actual situation of commissioned production; if necessary, relevant requirements other than the Commission Guidelines may also be added. The Commission Guidelines apply to the medical devices that have been filed or registered. The formulation of the “quality agreement for commissioned production” of the medical device samples at the research and development stage, may refer to the Commission Guidelines. Since May 2022, Hunan Baide, as the registrant of medical devices, has commissioned a third- party manufacturer which has obtained the Permit for Medical Device Production to produce relevant models of microwave ablation needles. We entered into a contract and a quality agreement for commissioned production in accordance with the 2021 Medical Device Regulations and the Commission Guidelines which stipulates the rights, obligations and responsibilities of both parties throughout the whole production process. We believe that our commissioned production was legal and valid under the relevant laws and regulations of the PRC. Therefore, we are of the view that the Commission Guidelines will not have any material and adverse impact on our business operation.

Medical Devices Trials

On March 24, 2022, the NMPA and the National Health Commission of the PRC jointly issued the new Good Clinical Practice for Medical Devices Trials (the “2022 Good Clinical Practice”) which became effective on May 1, 2022, as an amendment to the expired Good Clinical Practice for Medical Devices Trials (the “2016 Good Clinical Practice”). The 2022 Good Clinical Practice outlines the full procedures applicable to clinical trials of medical devices, including the protocol design, conduct, monitoring, verification, inspection, and data collection, recording, analysis and conclusion and reporting procedures of a clinical trial. For conducting clinical trials of medical devices, an applicant shall organize to formulate scientific and reasonable clinical trial protocols based on the purpose of the clinical trial, with comprehensive consideration of the risks, technical characteristics, application scope and expected use of the medical devices tested. The applicant shall be responsible for (i) developing and revising the researcher’s manual, clinical trial protocols, informed consent form, case report form, relevant standard operating procedures and other relevant documents, and (ii) organizing necessary training for the clinical trials. The applicant shall select the clinical trial institutions and its researchers from the qualified medical device clinical trial institutions according to the characteristics of the medical devices to be used in the clinical study. An applicant for clinical trials of medical devices shall be responsible for initiating, applying, organizing and monitoring such clinical trials, and shall be responsible for the authenticity and reliability of the clinical trials.

The 2022 Good Clinical Practice highlights the main responsibility of the clinical trial sponsor, requiring that the quality management system of the sponsor should cover the whole process of the clinical trials and that the sponsor shall, according to the purpose of the clinical trial, comprehensively consider the risks, technical characteristics, application scope and expected use of the medical devices tested according to the purpose of the clinical trial. The 2022 Good Clinical Practice also simplifies the relevant requirements and supporting documents for clinical trials, including but not limited to cancelling the requirements that clinical

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trials of medical devices should be conducted in “two or more” medical device clinical trial institutions and that the qualified product registration inspection report should only be valid for one year.

Pursuant to the 2021 Medical Device Regulations, clinical evaluation shall be conducted before the registration or record-filing of medical devices. However, medical devices may be exempt from clinical evaluation under any of the following circumstances: (i) the medical devices have clear and definite working mechanisms, finalized designs and mature manufacturing techniques, the marketed medical devices of the same category have been put into clinical application for years with no record of severe adverse events, and their general purposes remain unchanged; and (ii) the safety and utility of such medical devices can be proved through non-clinical evaluation. During the clinical evaluation process, the safety and efficacy of medical devices may be measured by carrying out clinical trials or analyzing and evaluating the clinical literature and data of medical devices of the same category on the basis of the product characteristics, clinical risks, existing clinical data and other circumstances. If the existing clinical literature and data are insufficient to measure the safety and efficacy of the medical devices, clinical trials shall be conducted.

Laws and Regulations Relating to Medical Devices Operation

Measures for the Supervision and Administration of Medical Devices Operation

In order to strengthen the supervision and management of medical devices operation, regulate medical device operation activities, and ensure the safety and efficacy of medical devices, the State Administration for Market Regulation has formulated the Measures for the Supervision and Administration of Medical Devices Operation (“2022 Supervisory and Administrative Measures for Operations”) in accordance with the 2021 Medical Device Regulations, which were promulgated on March 10, 2022 and came into effect on May 1, 2022. According to the 2022 Supervisory and Administrative Measures for Operations, an enterprise engaging in the operation of medical devices shall have business premises and storage conditions suitable for the operation scale and scope, and shall have a quality control department or personnel suitable for the medical devices it operates. An enterprise engaged in the operation of Class II medical devices shall file and provide proofing materials with the competent municipal level drug supervision and administration department, and provide proofing materials for satisfying the relevant conditions of engaging in the operation of Class II medical devices, while an enterprise engaged in the operation of Class III medical devices shall apply for a Business Operation License of Medical Devices from the competent municipal level drug supervision and administration department and provide any required proofing materials for satisfying the relevant conditions of engaging in the operation of such medical devices. The competent drug supervision and administration department which receives operation permit application shall grant the Business Operation License of Medical Devices if the enterprise meets the prescribed requirements. A Business Operation License of Medical Devices is valid for five years and may be renewed pursuant to the relevant regulations. An enterprise engaging in medical devices operation shall not operate any medical device that has not been legally registered or filed for record, without qualification certificate, outdated, invalid or disqualified.

Compared with the expired Measures for the Supervision and Administration of Medical Device Operation, which were revised in 2017, (the “2017 Supervisory and Administrative Measures for Operations”), amendments have been made to the 2022 Supervisory and Administrative Measures for Operations were amended in several aspects, including but not limited to: (i) simplifying materials to be submitted for the application for business licenses and filing; (ii) changing the extension application timeframe for an expiring Business Operation License of Medical Devices is required to be extended upon its expiration, changing the timing required for making any extension application from six months prior to expiration to a period ranging from thirty business days to ninety business days prior to expiration, emphasizing that any late extension applications made after such timeframe would not be accepted, and specifying the method of calculating the duration of the Business Operation License of Medical Devices; (iii) clarifying that medical device business enterprises should establish and implement a product traceability system to ensure product traceability, and shall enforce the unique medical device identification system in accordance with relevant national regulations; and (iv) adjusting the punishments for illegal acts by strengthening the penal severity (for instance, the maximum fine to be imposed is increased from RMB30,000 to RMB200,000, if enterprises engaged in the business of Class III medical devices change their business premises, warehouse addresses, or scope of operation without approval).

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We have obtained the Business Operation License for Class III Medical Devices and the Record-filing Certificate for Operation of Class II Medical Devices for our existing products in China, which are within the validity term. We will ensure that our operations in the future will remain in compliance with the 2022 Supervisory and Administrative Measures for Operations. We do not believe that the adoption and implementation of the 2022 Supervisory and Administrative Measures for Operations will have a material impact on our 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. As of the date of this proxy statement/prospectus, we are subject to and in compliance with the 2022 Supervisory and Administrative Measures for Production.

Tender Processes for Medical Devices

According to the Notice on Further Strengthening the Administration of Centralized Procurement of Medical Devices issued on June 21, 2007, all not-for-profit medical institutions under all levels of government and state-owned enterprises from different industries shall participate in the centralized procurement of medical devices.

Pursuant to the Notice of Opinions on Reform of Pricing System of Pharmaceuticals and Medical Services issued on November 9, 2009, the management on the pricing of medical devices has been strengthened. For high- value medical devices, especially for implantable and interventional medical devices, reasonable price formation can be guided by measures such as limiting the price difference rate in circulation links and publishing market price 238 information. High- value medical devices usually refer to medical devices that are directly used on the human body, have strict safety requirements, on safety, have large consumption for clinical use consumption and have relatively high prices.

According to the Administrative Norms on Centralized Procurement of High- Value Medical Consumables issued on December 17, 2012, the online centralized procurement of high-value medical consumables (the “Centralized Procurement”) will be led by the government and conducted by each province (region and municipality). Medical institutions, and medical consumables production and operation enterprises shall utilize procurement through the Centralized Procurement platform established by each province. (region and municipality). The administrative authorities in charge of the Centralized Procurement in each province (region and municipality) shall be responsible for formulating and preparing a Centralized Procurement list of high- value medical devices within its administrative region. High- value medical consumables included on the Centralized Procurement list may be procured by way of public tenders and invitational tenders or by other means stipulated by laws and regulations of the State. After the procurement prices are determined, public medical institutions within relevant regions shall make procurement strictly at bidding prices.

Pursuant to the Reply of the National Healthcare Security Administration’s August 9, 2021 Reply to Recommendation No.7843 of the Fourth Session of the 13th National People’s Congress issued by National Healthcare Security Administration on August 9, 2021, Since its establishment, the National Healthcare Security Administration has actively promoted the work of medical insurance informatization. In order to accelerate the formation of a top-down national medical insurance informatization integration pattern, we are making every effort to promote the deployment of a unified, efficient, compatible, convenient and safe national medical insurance information platform. application work, speed up the establishment of a unified national medical insurance information platform, and realize the informatization of medical insurance management. The national platform includes fourteen14 business subsystems in four major categories, including a medical insurance intelligent supervision subsystem, drug and medical consumable recruitment management

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subsystem, macro decision-making big data application subsystem, etc. Through big data actuarial analysis technology has helped, it helps to improve the scientific decision-making of medical insurance policies and the refined management of funds, as well as support the standardization and comprehensively supports the improvement of the national medical insurance. To date standardization, intelligence and information level. At present, the national medical insurance information platform has been implemented, and has been applied online in Guangdong, Qinghai, Hebei, Hainan, Guizhou, Gansu, Xinjiang, Chongqing, Hunan, Tianjin, Jilin and other provinces. The overall operation has been stable and efficient.

Two-Invoice System

According to the Notice of Publishing Opinions on Implementing Two-invoice System in Drug Procurement Among Public Medical Institutions (For Trial Implementation), which was issued on December 26, 2016, the “two-invoice system” refers to the system that requires one invoice to be issued from pharmaceutical manufacturers to the circulating enterprise and the other invoice to be issued from the circulating enterprise to medical institutions. The wholly-owned or holding commercial company (only one commercial company is permitted in the whole country) or the domestic general agent for overseas drugs (only one domestic agent is permitted in the whole country) established by a pharmaceutical manufacturer or a group enterprise integrating science, industry and trade may be regarded as a manufacturer. The allocation of drugs between a pharmaceutical distribution group enterprise and its wholly-owned (holding) subsidiaries or among its wholly-owned (holding) subsidiaries may not be regarded as a process for which an invoice should be issued, but one invoice is allowed to be issued at most.

According to the Notice on Consolidating the Results in Eliminating the Mechanism of Replenishing Medical Costs with Drug Selling Profits and Further Deepening the Comprehensive Reform of Public Hospitals, which was issued on March 5, 2018, a classified and centralized mechanism shall be implemented for the procurement of high- value medical consumables and the “two-invoice system” shall be carried out for the procurement and sale of high- value medical consumables.

On July 19, 2019, the General Office of the State Council released the Notice of the General Office of the State Council on Promulgation of the Reform Plan for the Control of High-value Medical Consumables, which encourages the local authorities to reduce the circulation steps of high-value medical consumables through the “two-invoice system” to promote and other ways in light of the actual situation, so as to promote the openness and transparency of purchases and sales.

Currently, some provinces in the PRC have formulated relevant rules and regulations to implement the “two-invoice system” in the field of high- value medical consumables. For example, in July 2018, the Fujian Provincial Medical Security Management Committee Office promulgated, for instance, the Notice on the Sharing of Transparent Procurement Results of Medical Devices (Medical Consumables) Across the Province. In November 2017, five local government departments of Anhui Province including promulgated by the Fujian Provincial Medical Security Management Committee Office in July 2018, and Drug Administration of Anhui Province issued the Opinions on Implementation of the “Two Invoice System” in Medical Consumables Procurement by Public Medical Institutions in Anhui Province (for Trial Implementation) was issued by five local government departments of Anhui Province including Food and Drug Administration of Anhui Province in November 2017. According to the Notice of the General Office of the State Council on Promulgation of the Reform Plan for the Control of High-value Medical Consumables, high value medical consumables refer to medical consumables used directly on human bodies which have strict safety requirements, high clinical demand, higher price and heavy burden on the public’s financial affordability. The Ministry of Health, the Office of the State Council to Rectify Unhealthy Trends in the Industry, the National Development and Reform Commission, the Ministry of Supervision, the State Administration for Industry and Commerce, and the State Food and Drug Administration promulgated the Administrative Norms on Centralized Procurement of High-value Medical Consumables Notice on December 17, 2012, which is attached with a reference list of high- value medical consumables. As (i) the microwave ablation products we manufactured are not included in this reference list; and (ii) we have not received any notice from the competent authority stating that our microwave ablation products should be classified as high-value medical consumables as of December 31, 2023, we do not believe view that the products we sold by us through distributors in these geographic regions have violated the “two-invoice system.”

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As of September 13, 2022, Qinghai Province and Shaanxi Province have also formulated rules and regulations to implement the “two-invoice system” for all medical consumables under the Notice on the Implementation of the “Two Invoice System” for Drugs and Medical Consumables promulgated by the Health Commission of Qinghai Province in June 2017 and the Notice on Further Promoting the “Two Invoice System” on Medicines and Medical Consumables issued by eight local government departments of Shaanxi Province including Deepen Medical and Healthcare System Reform Leading Group Office of Shaanxi Province in July 2018.

The Unique Medical Device Identification (UDI) System

Pursuant to the Medical Device Unique Identification System Rules (State Drug Administration Announcement No.66 of 2019), the State Drug Administration on the First Batch of Implementation of the Unique Identification of Medical Devices on Matters Related to the Notice (State Drug Administration Notice No.72 of 2019) and the In-depth Pilot to do a Good Job of the First Batch of Implementation of the Unique Identification of Medical Devices Work Notice (State Drug Administration, the National Health and Health Commission, the National Health Insurance Bureau Notice No.106 of 2020), medical devices involving active implants, passive implants and other high-risk Class III medical devices were included in the first batch of medical device unique identification implementation varieties. On January 1, 2021, the production of medical devices included in the first batch of medical device unique identification implementation varieties should have a medical device unique identification, and for the smallest sales unit, higher level packaging product identification and related data uploaded to the medical device unique identification database.

Pursuant to the aforementioned provisions, the first batch of enterprises and products included in the pilot were unique identification of medical devices are required to implement the rules related to the unique identification of medical devices starting on 1 January 1, 2021. The medical device manufacturers not included in the first batch of the pilot unique identification should have been recorded for each production and business activities.

The Company is not among the first batch of companies participating in the UDI pilot as specified in the Notice of the Comprehensive Department of the State Drug Administration on the Pilot Training of the Unique Identification System for Medical Devices.

Pursuant to the Announcement on the Second Batch of Implementation of the Unique Identification of Medical Devices (State Drug Administration, the National Health and Health Commission, the National Health Insurance Bureau Notice No.114 of 2021), on the basis of the sixty-nine (69) varieties in nine (9) categories specified by the In-depth Pilot to do a Good Job of the First Batch of Implementation of the Unique Identification of Medical Devices Work Notice, the remaining Class III medical devices (including in vitro diagnostic reagents) are included in the second batch of medical device unique identification implementation varieties. Starting on June 1, 2022, other medical device varieties are encouraged to implement unique identification. Before medical devices products are put on the market, the registrant was required to upload the smallest sales unit, higher level packaging product identification and related data to the medical device unique identification database from 1 June 2022 to ensure that the data are true, accurate, complete and traceable. As confirmed by our Directors, as of September 13, 2022 as of the date of this proxy statement/prospectus, the Company’s products have implemented the unique identification of medical devices according to the requirements specified above.

Regulations Relating to Advertisements of Medical Devices

The State Administration for Market Regulation promulgated the Interim Measures for the Administration of the Examination and Administration of Drugs, Medical Devices, Health Foods, and Formula Foods for Special Medical Purposes (the “Examination Interim Measures”) on December 24, 2019, which came into effect on March 1, 2020. The Examination Interim Measures stipulates that the advertisements for medical devices shall not be released without being reviewed and the contents of a medical device advertisement shall be based on the contents of the registration certificate or filing certificate approved by the drug administrations, or the registered or filed product instructions. Where the medical device advertisement involves the name, scope of application, functional mechanism, or structure or composition, etc. of the medical device, the scopes of the registration certificate or filing certificate, or registered or filed product instruction shall not be exceeded. The validity period of the advertisement approval number for drugs,

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medical devices, health food and formula food for special medical purposes shall be consistent with the shortest validity period of the product registration certificate, filing certificate or production license. If no valid period is specified in the product registration certificate, filing certificate or production license, the valid period of the advertisement approval number shall be two years.

Medical Device Recalls

Pursuant to the Administrative Measures for Medical Device Recalls, which was promulgated on January 25, 2017 and became effective on May 1, 2017, in light of the severity harm, medical device recalls are divided based on the severity of harm into: (i) Class I recall where the circumstances leading to the recall may cause or have caused serious health hazards; (ii) Class II recall where the circumstances leading to the recall may cause or have caused temporary or reversible health hazards; or (iii) Class III recall where the circumstances leading to the recall are not likely to cause harm.

Medical device manufacturers shall determine the recall class based on the specific situation and properly design and implement the recall plan based on the recall class. For and the sale and use of the medical devices. In terms of Class I recall, the recall notice shall be published on the NMPA website and major media. For Class II and Class III recalls, the recall notice shall be published on the website of the food and drug administrative authority of the provinces, autonomous regions or municipalities.

National Medical Insurance Program

Pursuant to the Notice of Opinion on the Diagnosis and Treatment Management, Scope and Payment Standards of Medical Service Facilities Covered by the National Urban Employees Basic Medical Insurance Scheme promulgated on June 30, 1999, part of the fees of diagnostic and treatment devices and diagnostic tests would be paid through the basic medical insurance scheme. Detailed reimbursement coverage and rate are subject to provincial local policies. Pursuant to the Decision of the State Council on the Establishment of the Urban Employee Basic Medical Insurance Program issued by the State Council on December 14, 1998, under which all employers in urban cities are required to enroll their employees in the Urban Employee Basic Medical Insurance Program and the insurance premium is jointly contributed by the employers and employees. Pursuant to the Opinions on the Establishment of the New Rural Cooperative Medical System forwarded by the General Office of the State Council on January 16, 2003, China launched the New Rural Cooperative Medical System to provide medical insurance for rural residents in selected areas which has since spread to the whole nation thereafter. The State Council promulgated the Guiding Opinions of the State Council about the Pilot Urban Resident Basic Medical Insurance on July 10, 2007, under which urban residents of the pilot district, rather than urban employees, may voluntarily join Urban Resident Basic Medical Insurance. In 2015, the PRC Government announced the Outline for the Planning of the National Medical and Health Service System (2015-2020) which aimed to establish a basic medical and health care system that covers both rural and urban citizens by 2020.

On January 3, 2016, the State Council issued the Opinions on Integrating the Basic Medical Insurance Systems for Urban and Rural Residents to integrate the Urban Resident Basic Medical Insurance and the New Rural Cooperative Medical System and to establish a unified Basic Medical Insurance for Urban and Rural Residents, which will cover all urban and rural non-working residents except for rural migrant workers and persons in flexible employment arrangements who participate in the basic medical insurance for urban employees.

The General Office of the State Council further released the Guidance on Further Deepening the Reform of the Payment Method of Basic Medical Insurance in June 2017. The main objectives were to implement a diversified reimbursement mechanism including diagnosis related groups, per-capita caps, and per-bed-day caps. Local administration of healthcare security has introduced introduce a total budget control for their jurisdictions and increased decision-making ability in connection with the amount of reimbursement to public hospitals based on hospitals’ performance and the spending targets of individual basic medical insurance funds.

According to Notice on Printing and Distributing the Reform Plan for the Management of High-value Medical Consumables, the State plans to establish a basic medical insurance access system for high-value medical consumables and implement catalogue management of high-value medical consumables, and to

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improve dynamic catalogue adjustment and timely supplement necessary new technological products. Also, the State plans to make policies on payment by medical insurance payments through, among others, scientifically formulating the standards for payment by medical insurance for high-value medical consumables and establishing a dynamic adjustment mechanism.

Pursuant to the Notice of Catalogue of Medical Consumables for Basic Medical Insurance, Work Injury Insurance and Maternity Insurance in Guangdong (the “Medical Consumables Catalogue”) issued by the Guangdong Provincial Department of Human Resources and Social Security and Guangdong Provincial Healthcare Security Administration on June 14, 2022, the Microwave Ablation (needles, knives) is explicitly included in the Medical Consumables Catalogue.

Commercial Insurance

The State Council and the PRC Communist Party jointly issued the Plan for Healthy China 2030 in October 2016. According to the Plan, the country will establish a multi-level medical security system built around basic medical insurance, with other forms of insurance supplementing the basic medical insurance, including serious illness insurance for urban and rural residents, commercial health insurance and medical assistance. Furthermore, the Plan encourages enterprises and individuals to participate in commercial health insurance and various forms of supplementary insurance.

Laws and Regulations on Anti-Unfair Competition

Since early 1990s, the legislative authorities at different levels in China have promulgated certain laws and regulations in respect of commercial bribery. According to the Anti-Unfair Competition Law of the PRC (“Anti-Unfair Competition Law “), which was passed by the Standing Committee of the NPC (the “SCNPC”) on September 2, 1993, became effective as at December 1, 1993, and was most recently amended on April 23, 2019, unfair competition refers to an operator that disrupts the market competition order and damages the legitimate rights and interests of other operators or consumers in violation of the provisions of the Anti-unfair Competition Law. in the production and operating activities. Pursuant to the Anti-unfair Competition Law, operators shall abide by the principle of voluntariness, equality, impartiality, integrity, and adhere to laws and business ethics during market transactions. Operators in violation of the Anti-unfair Competition Law shall bear corresponding civil, administrative or criminal liabilities depending on the specific circumstances.

According to the Interim Provisions on the Prohibition of Commercial Bribery (“Prohibition Commercial Bribery Provisions”), which was promulgated by SAMR on November 15, 1996, commercial bribery refers to an act of offering money or property or using other means by an operator to the other entity or individual for the purposes of selling or buying goods. “Other means” refers to the means used to provide any types of benefits other than money or property, such as offering overseas or domestic travel. According to the Anti-Unfair Competition Law and the Prohibition Commercial Bribery Provisions, regulatory authorities may impose fines depending on the seriousness of the cases of commercial bribery and if there is any illegal income, such income shall be confiscated. If the cases constitute crimes, the cases shall be transferred to judicial administration for investigation of criminal liability.

Production Safety and Liability

Production Safety Law of the PRC

Pursuant to the Production Safety Law of the PRC last amended on June 10, 2021 and effective as of September 1, 2021, an enterprise shall (i) provide production safety conditions as stipulated in this law and other relevant laws, administrative regulations, national and industry standards, (ii) establish a comprehensive production safety accountability system and production safety rules, and (iii) develop production safety standards to ensure production safety. Any entity that fails to provide required production safety conditions is prohibited from engaging in production activities.

The person-in-charge of an enterprise shall be fully responsible for the safety of production of the enterprise. An enterprise having more than one hundred 100 employees shall establish a department or engage in personnel managing production safety specifically. Personnel who are responsible for managing production

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safety shall inspect the safety of production regularly based on the characteristics of production of the enterprise and shall resolve any safety issue identified during the inspection in a timely manner. Any unresolved issue shall be reported to the person-in-charge in a timely manner and the person-in-charge shall resolve such issue immediately. The inspection and measures taken shall be duly recorded. Enterprises and institutions shall provide their employees with training on production safety and shall truthfully inform their employees of any potential risks in relation to the workplace and duties, preventive measures and emergency measures. In addition, an enterprise shall provide its employees with protective equipment that meet the national or industry standards and supervise and train them to use such equipment.

According to the Interim Measures for the Supervision and Administration of “Three Simultaneities” for Safety Facilities of Construction Projects promulgated by the State Administration of Work Safety, as amended on April 2, 2015 and effective as of May 1, 2015, the safety facilities of a construction project must be designed, built and put into production and use simultaneously with the main part of the project. For the design of the safety devices of a construction project, the business entity shall organize the examination thereof and prepare a written report for inspection. Before a construction project is put into production or use after completion, the business entity shall organize a completion acceptance of the project’s safety devices of the project and submit a written report for inspection. The project may not be put into production or use until its safety devices pass the completion acceptance. Where a construction project falls under any of the following circumstances, the competent authority shall order the business entity concerned to make correction within a certain time limit, and may concurrently impose a fine of not less than RMB5,000 but not more than RMB30,000: (1) having no safety device design; (2) failing to organize an examination of the safety device design and forming a written examination report; (3) the construction entity fails to follow the safety device design; (4) failing to have the safety devices pass the completion acceptance and forming a written report before the project is put into production or use.

Occupational Disease Prevention Law of the PRC

Pursuant to the Occupational Disease Prevention Law of the PRC amended and coming into effect on December 29, 2018, employers in the PRC shall create the working environment and conditions that conform to the national norms for occupational health and requirements for public health and take measures to ensure that the employees receive occupational health protection. The employers shall establish and improve the responsibility systems for prevention and control of occupational diseases, in order to enhance management and raise the level in this field, and bear responsibility for the occupational diseases hazards produced at the workplace of the employer.

If the facilities for the prevention and control of occupational diseases of a construction project are not designed, constructed, and put into production and used at the same time as the main body of the project according to the relevant provisions, the health administrative department shall give it a warning and order it to take corrective action within a prescribed time limit; and if it fails to do so, impose a fine of not less than RMB100,000 but not more than RMB500,000 on it; and if the circumstances are serious, order it to cease operations causing occupational hazards, or request the relevant people’s government to order cessation of construction or a shutdown according to the powers granted by the State Council.

Product Quality Law of the PRC

Pursuant to the Product Quality Law of the PRC, was promulgated by the SCNPC on February 22, 1993, and last amended and became effective on December 29, 2018, producers and sellers shall have their own proper regulations for the management of product quality, rigorously implementing post-oriented quality regulations, quality liabilities and relevant measures for their assessment. Producers and sellers are responsible for the product quality according to the provisions of the laws.

The product quality supervision and administration departments of the State Council are responsible for the supervision and administration of the quality of products of the whole country. All relevant departments of the State Council shall be responsible for the supervision of product quality within their own functions and duties.

Quality of products shall pass quality standard examinations and it is not allowed to pass off sub-standard products shall not be passed off as standard ones. Industrial products which may be hazardous to

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the health of the people and the safety of lives and property shall conform to the State and trade standards for ensuring the health and safety of the people and protection safety of lives and property. In absence of such State or trade standards, the products shall conform to the minimum requirements for ensuring the health of the people and the safety of people lives and protection of property. It shall be prohibited to produce or sell industrial products that do not meet the requirements and demands for physical health and safety of body and property. Producers or sellers shall be responsible for any compensation arising from their unlawful acts such as production or sales of defective, eliminated or ineffective products, faking the place of origin or quality marks, mixing or adulterating products, or passing off imitations as genuine, substandard products as quality ones, or non-conforming products as conforming. Proceeds from these sales may be confiscated, the business license may be revoked and penalties may be imposed. If the case is serious, criminal responsibilities shall be investigated. Producers or sellers shall be liable for any damage to any person or property due to the defects of products resulting from the default of the producers or sellers.

Medical Liability and Consumer Protection

According to the Law on the Promotion of Basic Medical and Health Care of the PRC issued by SCNPC on December 28, 2019, and became effective on 1 June 1, 2020, medical institutions are encouraged to participate in medical liability insurance or establish medical risk funds. Pursuant to the Civil Code of the PRC promulgated on May 28, 2020, effective and coming into effect on January 1, 2021, where any harm to a patient is caused by the defect of any medical device, the patient may demand compensation from the manufacturer or require compensation from the medical institution. In the event of any required patient compensation, the medical institution which paid the compensation shall be entitled to be reimbursed by the manufacturer.

The PRC Law on the Protection of the Rights and Interests of Consumers, which was promulgated on October 31, 1993, last amended on October 25, 2013 and became effective on March 15, 2014, aims to protect consumers’ rights. All business operators must comply with such law when they manufacture or sell goods and/or provide services to customers. Consumers whose legitimate rights and interests are infringed upon purchasing and using commodities and/or in receiving services may demand compensation from the sellers. Consumers or other victims suffering from personal injuries or property damage resulting from defects of commodities may demand compensation from either the sellers or the manufacturers. If the liability is on the manufacturers, the sellers shall, after paying the compensation, be able to recover the compensation from the manufacturers. If the liability is on the sellers, the manufacturers shall, after paying the compensation, be able to recover the compensation from the sellers. Where a business operator violates the PRC Law, it may be subject to a fine, an order to cease production or a revocation of licenses. Business operators that infringe the legitimate rights and interests of consumers shall be investigated for criminal liability in accordance with the law.

Environmental Protection

Pursuant to the Environmental Protection Law of the PRC promulgated and effective on December 26, 1989 and became effective on the same day, last amended on April 24, 2014 and became effective on January 1, 2015, the pollutant discharge licensing system has been implemented in the PRC. Furthermore, installations for the prevention and control of pollution at a construction project must be designed, built and commissioned together with the principal part of the project. Pursuant to the Prevention and Control of Water Pollution Law of PRC promulgated on May 11, 1984 and became effective on November 1, 1984, last amended on June 27, 2017 and became effective on January 1, 2018, entities that discharge medical sewage to water bodies directly or indirectly shall obtain a pollutant discharge license.

Pursuant to the Environmental Impact Assessment Law of the PRC promulgated on October 28, 2002, became effective on September 1, 2003 and last amended on December 29, 2018, and the Regulations on the Environmental Protection of Construction Projects, which was promulgated and implemented on November 29, 1998 and then amended on July 16, 2017 and came into effect on October 1, 2017, the State classifies administration by classification on the environmental impact of construction projects according to the level of impact on the environment. The construction unit shall prepare an environmental impact report, or an environmental impact form or complete an environmental impact registration form (the “Environmental Impact Assessment Documents”) for reporting and filing purposes. If the Environmental Impact Assessment

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Documents of a construction project have not been reviewed by the approving authority in accordance with the law or have not been granted approval after the review, the construction unit is prohibited from commencing construction works.

Under the Interim Measures for the Completion Inspections of Environment Protection Facilities of Construction Projects, which was promulgated on November 20, 2017, unless otherwise provided by laws and regulations, enterprises with construction projects, which are required to make an assessment reports or statements, shall undertake self-inspections of the environmental protection facilities upon the completion of the construction. A construction project may be formally put into production or use only if its corresponding environmental protection facilities have passed the acceptance examination.

Pursuant to Law of the PRC on Prevention and Control of Environmental Pollution Caused by Solid Wastes, promulgated on October 30, 1995, last amended on April 29, 2020 and became effective on September 1, 2020, the construction of projects which discharge solid waste and the construction of project for storage, use and treatment of solid waste shall be carried out upon the appraisal regarding their effects on environment and in compliance with the relevant state regulations concerning the management of environmental protection in respect of construction projects. The necessary supporting facilities for the prevention and control of environmental pollution caused by solid wastes as specified in the environmental impact assessment documents of the construction project shall be designed, constructed and put into operation simultaneously with the major construction works of the construction project. No construction projects shall be permitted to be put into operation or to use before its facilities for the prevention and control of environmental pollution caused by solid wastes have been inspected and accepted by the construction unit in accordance with relevant laws and regulations.

Pursuant to the Law of the PRC on Prevention and Treatment of Water Pollution promulgated on May 11, 1984, last amended on June 27, 2017, and came into effect on January 1, 2018, the environmental impact assessment shall be conducted on new construction, reconstruction and construction expansion projects or other installations on water which directly or indirectly discharge pollutants into the water according to law. The water pollution prevention and treatment facilities of a construction project must be designed, constructed and put into operation simultaneously with the major construction works of the said construction project. The water pollution prevention and treatment facilities shall comply with the requirements of approved or filed Environmental Impact Assessment Documents.

Pursuant to the Law of the PRC on Prevention and Treatment of Atmospheric Pollution promulgated on September 5, 1987 and last amended and effective on October 26, 2018 and came into effect on the same date, entities undertaking construction projects which have an impact on atmospheric environment shall conduct the environmental impact assessment and disclose the environmental impact assessment documents. The pollutants discharged into the air shall comply with relevant discharge standards and be within the limits under the volume control target requirements of key atmospheric pollutants. The competent department of environmental protection under the State Council or the people’s governments of provinces, autonomous regions and municipalities formulate the atmospheric environmental quality standards.

Regulations on Intellectual Property Rights

Pursuant to the Copyright Law of the PRC (the “Copyright Law”), which was promulgated on September 7, 1990 and last amended on November 11, 2020 and became effective on June 1, 2021, copyrights include personal rights such as the right of publication and that of authorship as well as property rights such as the right of production and that of distribution. Works which can be protected under Copyright Law include written works; oral works; musical, dramatic, choreographic and acrobatic art works; works of fine art and architecture; photographic works; audiovisual works; drawings of engineering designs and product designs, maps, sketches and other graphic works as well as model works; computer software, etc.

Trademark Law of the PRC and its Implementing Rules

Trademarks are protected by the Trademark Law of the PRC which was promulgated on August 23, 1982 and last amended on April 23, 2019, effective and took effect on November 1, 2019 as well as the

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Implementation Regulation of the PRC Trademark Law adopted by the State Council on August 3, 2002 and revised on April 29, 2014. In the PRC, registered trademarks include commodity trademarks, service trademarks, collective marks and certification marks. The Trademark Office of National Intellectual Property Administration handles trademark registrations and grants a term of ten (10) years to registered trademarks, renewable every ten (10) years where a registered trademark needs to be used after the expiration of its validity term.

Patent Law of the PRC and its Implementing Rules

According to the Patent Law of the PRC, promulgated by the SCNPC on March 12, 1984 and further amended on September 4, 1992, August 25, 2000, December 27, 2008 and October 17, 2020, of which latest version came into effect on June 1, 2021 and the Implementing Rules of the Patent Law of the PRC, promulgated by the State Council on June 15, 2001, and last amended on January 9, 2010 and came into effect on February 1, 2010, the term “invention-creations” refers to inventions, utility models and designs. The duration of a patent right for inventions shall be twenty (20) years, the duration of a patent right for utility models shall be ten (10) years and the duration of a patent right for designs shall be fifteen (15) years, counted from the filing date. In the event that a dispute arises due to a patent being exploited without the prior authorization of the patentee, that is to say an infringement upon the patent right of the patentee.

According to the Interim Measures for the Implementation of relevant Examination Business Handling of the Amended Patent Law, promulgated by the CNIPA on January 4, 2023 and came into effect on January 11, 2023, the term of protection of the patent right for designs prior to the filing date of May 31, 2021 (inclusive) shall be ten (10) years commencing on the filing date.

Domain Names

Pursuant to the Administrative Measures for Internet Domain Names promulgated by the Ministry of Industry and Information Technology on August 24, 2017 and came into effect on November 1, 2017, the establishment of any domain name root server and institution for operating domain name root servers, domain name registry and domain name registrar within the territory of China shall be subject to the approval of the Ministry of Industry and Information Technology or provincial, autonomous regional and municipal communications administration authorities. The registration of domain name shall follow the principle of “first to file and first to register”, except as otherwise provided for by the corresponding detailed rules for the implementation of domain name registration.

Regulations on Foreign Investment in the PRC

Company Law of the People’s Republic of China

The Company Law of the People’s Republic of China (the “Company Law”), which was promulgated on December 29, 1993 and became effective on July 1, 1994, last amended and effective on October 26, 2018 and came into effect on the same day, provides that companies established in China may take the form of limited liability company or joint stock company with limited liability. Each company has the status of a legal person and owns the assets itself. The Company Law applies to foreign-invested companies unless relevant laws provide otherwise.

Special Administrative Measures for the Access of Foreign Investment (Negative List) (2021 Version)

Pursuant to the Special Administrative Measures for the Access of Foreign Investment (Negative List) (2021 Version) (the “Negative List 2021”) promulgated on December 27, 2021 and effective on January 1, 2022, limitations were stipulated for foreign investments in different industries in the PRC. Foreign investments shall be classified into two categories, namely the Catalog of Encouraged Industries for Foreign Investment and the Special Management Measures (Negative List) for the Access of Foreign Investment. The Negative List 2021 provides restrictions on shareholding ratio and requirements on senior management personnel in restricted industries and prohibitions on foreign investment in certain industries. Industries that do not fall within the Negative List 2021 for t are industries permitted for foreign investment, and foreign investments in such permitted industries shall be subject to the same requirements on domestic investments.

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Foreign Investment Law of the People’s Republic of China

On March 15, 2019, the 2nd meeting of the 13th NPC approved the Foreign Investment Law of the People’s Republic of China (the “FIL”), which became effective on January 1, 2020. According to the FIL, the “foreign investment” refers to investment activities carried out directly or indirectly by foreign natural persons, enterprises or other organizations (the “Foreign Investors”) in the PRC, including the following: (i) Foreign Investors establishing foreign-invested enterprises in China alone or collectively with other investors; (ii) Foreign Investors acquiring shares, equities, properties or other similar rights of Chinese domestic enterprises; (iii) Foreign Investors investing in new projects in China alone or collectively with other investors; and (iv) Foreign Investors investing through other ways prescribed by laws and regulations or the State Council. The State adopts the management system of pre-establishment national treatment and negative list for foreign investment. The pre-establishment national treatment refers to granting to foreign investors and their investments, in the stage of investment access, the treatment no less favorable than that granted to domestic investors and their investments; and the negative list refers to special administrative measures for access of foreign investment in specific fields as stipulated by the State. The State will give national treatment to foreign investments outside the negative list. The negative list will be released by or upon approval by the State Council. After the FIL came into effect, the FIL replaced the Law of the People’s Republic of China on Sino-Foreign Equity Joint Ventures, the Law of the People’s Republic of China on Sino-Foreign Cooperative Joint Ventures and the Wholly Foreign-Owned Enterprise Law of the People’s Republic of China, and became the legal foundation for foreign Investment in the PRC.

On December 26, 2019, the State Council promulgated the Implementing Rules of the Foreign Investment Law of the People’s Republic of China (the “Implementing Rules”), which became effective on January 1, 2020 and replaced the Implementing Rules of the Laws on Sino-Foreign Equity Joint Ventures, the Implementing Rules of the Laws on Sino-Foreign Cooperative Joint Ventures and the Implementing Rules of the Wholly Foreign-Owned Enterprise Law. The Implementing Rules restates certain principles of the FIL and further provides, among others, if a foreign-invested enterprise established prior to the effective date of the FIL fails to adjust its legal form or the governing structure to comply with the provisions of the Company Law or the PRC Partnership Enterprise Law, as applicable, and complete the amendment registration accordingly before January 1, 2025, the enterprise registration authority will not process other registration matters of such foreign-invested enterprise and publicize such non-compliance issues thereafter.

Measures on Reporting of Foreign Investment Information

On December 30, 2019, the MOFCOM and the SAMR jointly promulgated the Measures on Reporting of Foreign Investment Information, which took effective on January 1, 2020 and replaced the Interim Measures for the Administration of Record-filing on the Incorporation and Changes of Foreign-invested Enterprises. Foreign Investors carrying out investment activities in the PRC or foreign-invested enterprises shall submit investment information to the commerce administrative authorities through the Enterprise Registration System and the National Enterprise Credit Information Publicity System pursuant to the Measures on Reporting of Foreign Investment Information.

Regulations on Employment and Social Security

Labor Law of PRC

The Labor Law of PRC, which was promulgated by the SCNPC on July 5, 1994, became effective on January 1, 1995, and was amended on August 27, 2009 and December 29, 2018, provides that laborers have the right to be employed on an equal basis, choose occupations, obtain remunerations for labor, take rests, have holidays and leaves, receive labor safety and sanitation protection, get training in professional skills, enjoy social insurance and welfare treatment, and submit applications for settlement of labor disputes, and other labor rights stipulated by law. An employer shall develop and improve its rules and regulations to safeguard the rights of its workers. Labor safety and health facilities must comply with relevant national standards. Workers engaged in special operations shall have received specialized training and obtained the pertinent qualifications.

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Labor Contract Law of PRC and its Implementation Regulations

The Labor Contract Law of PRC, which was promulgated by the SCNPC on June 29, 2007, became effective on January 1, 2008, and was amended on December 28, 2012, and became effective on July 1, 2013, and the Implementation Regulations on Labor Contract Law which was promulgated and came into effect on September 18, 2008 by the State Council, regulate the relations of employer and the employee that an employer shall enter into a written labor contract with its employees, and contain specific provisions involving the terms of the labor contract.

Regulations on Supervision over the Social Security and Housing Funds

The Law on Social Insurance, which was promulgated on October 28, 2010, became effective on July 1, 2011, and was amended on December 29, 2018, regulates that all employees are required to participate in basic pension insurance, unemployment insurance, maternity insurance, work injury insurance and medical insurance, which must be contributed by both the employers and the employees or by employers only (with respect to maternity insurance and work injury insurance). Where an employer fails to make social insurance contributions in full and on time, the social insurance contribution collection agencies shall order it to make all or outstanding contributions within a specified period and impose a late payment fee at the rate of 0.05% per day from the date on which the contribution becomes due. If such employer fails to make the overdue contributions within such time limit, the relevant administrative department may impose a fine equivalent to one to three times of the overdue amount.

According to the Provisional Regulations on the Collection and Payment of Social Insurance Premium, effective January 22, 1999 and amended on March 24, 2019, the Regulations on Work Injury Insurance implemented on January 1, 2004 and amended on December 20, 2010, the Regulations on Unemployment Insurance promulgated on January 22, 1999 and the Trial Measures on Employee Maternity Insurance of Enterprises implemented on January 1, 1995, enterprises in China must provide benefit plans for their employees, which include basic pension insurance, unemployment insurance, maternity insurance, work injury insurance and medical insurance. An enterprise must provide social insurance by processing social insurance registration with local social insurance agencies and must pay or withhold relevant social insurance premiums for or on behalf of employees.

The Regulations on the Administration of Housing Provident Fund, which was promulgated and effective on April 3, 1999 and came into effect on the same date, and was amended on March 24, 2002 and March 24, 2019, stipulates that housing provident fund contributions paid by both an individual employee and housing provident fund contributions paid by his or her employer shall all belong to the individual employee. Companies who fail to process such registrations or open housing provident fund accounts for their employees, shall be ordered by the housing provident fund administration center to complete such procedures within a designated period. Otherwise, those who violate such procedures within the designated period shall be subject to a fine ranging from RMB10,000 to RMB50,000. When companies breach the regulations and fail to pay up housing provident fund contributions in full amount as due, the housing provident fund administration center shall order such companies to pay up within a designated period, and may further apply to the People’s Court for mandatory enforcement against those who still fail to comply after the expiry of such period.

Regulations on Taxation

Enterprise Income Tax

According to the Enterprise Income Tax Law of the PRC (the “EIT Law”), which was promulgated on March 16, 2007, became effective on January 1, 2008, and was amended by the SCNPC on February 24, 2017 and December 29, 2018, and the Implementation Regulations on the EIT Law (the “EIT Regulations”), which was promulgated by the State Council on December 6, 2007, became effective on January 1, 2008, and amended by the State Council on April 23, 2019 and came into effect on the same date. These enterprises are classified as either resident enterprises or non-resident enterprises. Resident enterprises refer to enterprises that are established in accordance with PRC laws, or that are established in accordance with the laws of foreign countries but whose actual or de facto control is administered from within the PRC. Non-resident enterprises refer to enterprises that are set up in accordance with the laws of foreign countries and whose actual administration is conducted outside the PRC, but which (whether or not through the establishment of

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institutions in the PRC) derive income from the PRC. Under the EIT Law and EIT Regulations, a uniform corporate income tax rate of 25% is applicable. However, if non-resident enterprises have not established institutions or places in the PRC, or if they have established institutions or places in the PRC but there is no actual relationship between the relevant income derived in the PRC and the institutions or places set up by them, enterprise income tax is set at the rate of 10%.

Certain subsidiaries of the Company have been qualified as “Small Profit Enterprises”. From January 1, 2022 to December 31, 2022, 12.5% of the first RMB 1.0 million, approximately $141,225, of the assessable profit before tax is subject to preferential tax rate of 20% and the 25% of the assessable profit before tax exceeding RMB1.0 million but not exceeding RMB3.0 million is subject to preferential tax rate of 20%. From January 1, 2023 to December 31, 2027, 25% of the first RMB 3.0 million, approximately $423,675, of the assessable profit before tax is subject to the tax rate of 20%.

According to the EIT Law and the EIT Regulations, an enterprise certified as a high and new technology enterprise is subject to a preferential EIT of 15%. In accordance with the Measures for Administration of Recognition of High and New Technology Enterprise implemented on January 1, 2016, an enterprise certified as a high and new technology enterprise is subject to review by the relevant PRC authorities and shall submit the information about the relevant intellectual property, scientific and technical personnel, research and development expense, operating revenue of previous year and other annual status on the required official web site.

Value-Added Tax

The Provisional Regulations on Value-added Tax, which was promulgated on December 13, 1993, became effective on January 1, 1994, and was last amended on November 19, 2017, and the Detailed Implementing Rules of the Provisional Regulations on Value-added Tax, which was promulgated and effective on December 25, 1993 and came into effect on the same date, and was amended on December 15, 2008 and October 28, 2011, became effective on November 1, 2011, set out that all taxpayers selling goods or providing processing, repairing or replacement services, sales of services, intangible assets and immovable assets and importing goods in China shall pay a value-added tax. A tax rate of 17% shall be levied on general taxpayers selling goods and services, leasing of tangible movable assets or importing goods, a tax rate of 6% shall be engaging in sale of services and intangible assets whereas the applicable rate for the export of goods by taxpayers shall be zero, unless otherwise stipulated. According to the Notice of the Ministry of Finance and the State Administration of Taxation on Adjusting Value added Tax Rates issued on April 4, 2018 and became effective on May 1, 2018, the deduction rates of 17% and 11% applicable to the taxpayers who have VAT taxable sales activities or imported goods are adjusted to 16% and 10%, respectively. According to the Notice of the Ministry of Finance, the State Administration of Taxation and the General Administration of Customs on Relevant Policies for Deepening Value Added Tax Reform issued on March 20, 2019 and became effective on April 1, 2019, the value added tax rate was respectively reduced to 13% and 9%, with respect to the VAT taxable sales or imported goods of a VAT general taxpayer.

On November 16, 2011, the MOF and the STA promulgated the Trial Scheme for the Conversion of Business Tax to Value-added Tax, pursuant to the government launched gradual taxation reforms from January 1, 2012, a value-added tax is imposed in lieu of business tax on a trial basis in regions showing strong demonstration effects, and industries such as transportation and certain modern service industries.

The Notice on Overall Implementation of the Pilot Program of Replacing Business Tax with Value-added Tax, which was promulgated by the MOF and the STA on March 23, 2016, became effective on May 1, 2016, and was amended on July 1, 2017, December 25, 2017 and March 20, 2019 (with April 1, 2019 being the most recent effective date), all business taxpayers in the consumer service industry shall pay value-added tax instead of business tax from May 1, 2016. If the taxpayer of the pilot project has already enjoyed tax incentives of business tax according to relevant policies and regulations before the application of the pilot collection of value-added tax in lieu of business tax, he or /she may, in the remaining period of tax incentives, enjoy tax incentives of value-added tax in accordance with the relevant provisions.

Dividend Appropriations

According to the Arrangement on the Avoidance of Double Taxation and Tax Evasion between Mainland and Hong Kong Special Administrative Region entered into between Mainland China and the Hong Kong

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Special Administrative Region on August 21, 2006, if the non-PRC parent company of a PRC enterprise is a Hong Kong resident which beneficially owns 25% or more interest in the PRC enterprise and is determined by the competent PRC tax authority to have satisfied the relevant conditions and requirements under applicable PRC laws, the 10% withholding tax rate applicable under the EIT Law may be lowered to 5% for dividends and 7% for interest payments once approvals have been obtained from the relevant tax authorities.

According to the Notice on the Several Issues relating to Implementation of Dividend Clauses in Tax Treaties promulgated by the STA on February 20, 2009 and came into effect on the same date, if a Chinese resident company pays dividends to a fiscal resident of the other contracting party to a tax agreement and the fiscal resident of the other contracting party (or dividend recipient) is the beneficial owner of the dividends, the dividends obtained by the fiscal resident of the other contracting party may enjoy the treatment under the tax agreement. The non-resident taxpayer or the withholding agent is required to obtain and keep sufficient documentary evidence proving that the recipient of the dividends meets the relevant requirements for enjoying a lower withholding tax rate under a tax treaty. If the main purpose of an offshore transaction or arrangement is to obtain a preferential tax treatment, the competent tax authority shall have the right to make adjustments if any taxpayer has illicitly enjoyed the treatment under a tax agreement by virtue of such a transaction or arrangement.

According to the Administrative Measures on Non-resident Taxpayers to Enjoy the Treatment under Tax promulgated by the STA on October 14, 2019 and effective as of January 1, 2020, where a non-resident taxpayer self-assesses and concludes that it satisfies the criteria for claiming treaty benefits, it may enjoy treaty benefits at the time of tax declaration or at the time of withholding through the withholding agent. The non-resident taxpayer must, simultaneously gather and retain the relevant materials for future inspection, and accept follow-up administration by the tax authorities.

Regulations on Foreign Exchange Control

The Regulations on the Control of Foreign Exchange of the PRC, which were promulgated by the State Council on January 29, 1996, became effective on April 1, 1996, and were amended on January 14, 1997 and August 5, 2008, set out that foreign exchange receipts of domestic institutions or individuals may be transferred to China or deposited overseas and that the SAFE shall specify the conditions for transfer to China or deposit overseas and other requirements in accordance with the international receipts, payments status and requirements of foreign exchange control. Foreign exchange receipts for current account transactions may be retained or sold to financial institutions engaged in the settlement or sale of foreign exchange. Domestic institutions or individuals that make direct investments abroad or are engaged in the offering or trade of valuable securities or derivative products overseas should register according to SAFE regulations. Such institutions or individuals subject to prior approval or record-filing with relevant authorities shall complete the required approval or record-filing prior to foreign exchange registration. The exchange rate for RMB follows a managed floating exchange rate system based on market demand and supply.

The Circular 37, the Circular on Issues relating to Foreign Exchange Administration for Financing and Round-trip Investments by Domestic Residents through Overseas Special-purpose Companies ([2014] No. 37) promulgated by SAFE on July 4, 2014 with immediate effect, states that (i) a PRC resident, including a PRC resident natural person or a PRC legal person, shall register with the local branch of the SAFE before it contributes its domestic or oversea assets or equity interest into a special purpose vehicle which shall refer to foreign enterprise established directly or controlled indirectly by such PRC resident for the purpose of investment and financing and (ii) when the special purpose vehicle undergoes change of basic information, such as change in PRC resident natural person shareholder, name or operating period, or occurrence of a material event, such as change in share capital of a PRC resident natural person, performance of equity transfer, merger or separation, the PRC resident shall register such change with the local branch of the SAFE in a timely manner.

According to Circular of SAFE on Further Simplifying and Improving the Direct Investment-related Foreign Exchange Administration Policies (the “Circular 13”), which became effective on June 1, 2015 and last amended and became effective on December 30, 2019, banks are required to review and carry out foreign exchange registration under offshore direct investment directly. The SAFE and its branches shall implement indirect supervision over foreign exchange registration of direct investment via the banks.

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The Circular on Reforming the Management Approach regarding the Settlement of Foreign Capital of Foreign-invested Enterprise (the “Circular 19”), promulgated on March 30, 2015 and amended on December 30, 2019 and March 23, 2023, allows foreign-invested enterprises to make equity investments by using RMB funds converted from foreign exchange capital. Under the Circular 19, the foreign exchange capital in the capital account of foreign-invested enterprises upon the confirmation of rights and interests of monetary contribution by the local foreign exchange bureau (or the book-entry registration of monetary contribution by the banks) can be settled at the banks based on the actual operation needs of the enterprises. The proportion of discretionary settlement of foreign exchange capital of foreign-invested enterprises is currently 100%. SAFE can adjust such proportion in due time based on the circumstances of the international balance of payments. However, Circular 19 and the Circular on Reforming and Regulating Policies on the Control over Foreign Exchange Settlement of Capital Accounts (the “Circular 16”), which became effective on June 9, 2016, continues to prohibit foreign-invested enterprises from, among other things, using RMB funds converted from its foreign exchange capitals for expenditure beyond its business scope, investment and financing (except for security investment or guarantee products issued by banks), providing loans to non-affiliated enterprises or constructing or purchasing real estate not for self-use.

On October 23, 2019, the SAFE released the Circular on Further Promoting the Facilitation of Cross-border Trade and Investment (the “Circular 28”) which was implemented on the same date. Under Circular 28, besides foreign-invested enterprises engaged in investment business, non-investment foreign invested enterprises are also permitted to make domestic equity investments with their capital funds under the condition that current special administrative measures for foreign investments (negative list) are not violated, and the relevant domestic investment projects are true and compliant.

According to the Circular on Optimizing Administration of Foreign Exchange to Support the Development of Foreign-related Business issued by the SAFE on April 10, 2020, eligible enterprises are allowed to make domestic payments by using their income under capital accounts such as capital funds, foreign loans and overseas listing, without the need to provide the evidential materials concerning authenticity of such capital for banks in advance for each payment, provided that they shall utilize such funds in an authentic and compliant way, and conform to the prevailing administrative regulations on the use of income under capital accounts. The concerned bank shall conduct spot checks in accordance with the relevant requirements.

Laws and Regulations Relating to M&A and Overseas Listing

The Regulations on Merger and Acquisition of Domestic Enterprises by Foreign Investors (the “M&A Rules”) were first jointly promulgated by six PRC governmental authorities, namely the MOFCOM, the STA, the SAFE, the SAMR, the State-owned Assets Supervision and Administration Commission of the State Council and the CSRC on August 8, 2006, came into effect on September 8, 2006 and was subsequently amended and re-promulgated by the MOFCOM on June 22, 2009. Foreign investors must comply with the M&A Rules when they purchase equity interests of a domestic non-foreign invested enterprise or subscribe the increased capital of a domestic non-foreign invested enterprise, and thus changing of the nature of the domestic non-foreign invested enterprise into a foreign-invested enterprise; or when the foreign investors establish a foreign-invested enterprise in China, purchase the assets of a domestic non-foreign invested enterprise and operate the asset via such foreign-invested enterprise; or when the foreign investors purchase the assets of a domestic non-foreign invested enterprise by agreement, establish a foreign invested enterprise by contributing such assets in such foreign invested enterprise to operate the assets. The M&A Rules requires, among other things, offshore special purpose vehicles formed for overseas listing purposes through acquisitions of PRC domestic companies and controlled by the PRC companies or individuals to obtain the approval of the CSRC prior to publicly listing their securities on an overseas stock exchange.

On February 17, 2023, the CSRC released the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies (the “Administrative Measures”) which shall take effect on March 31, 2023 to regulate overseas securities offering and listing activities by domestic companies either in direct or indirect form.

The Administrative Measures apply to overseas offerings and/or listings directly or indirectly by domestic companies of equity shares, depository receipts, convertible corporate bonds, or other equity-like securities, including (i) direct overseas securities offerings and/or listings conducted by companies incorporated in the PRC, or PRC domestic companies, directly and (ii) indirect overseas securities offerings and/or listings

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conducted by companies incorporated overseas with operations primarily in the PRC and valued on the basis of equity, assets, profits or other interests in PRC domestic companies. An equity or equity-linked securities offering by an overseas company will be deemed an indirect offering if (i) more than 50% of such overseas company’s consolidated revenues, profit, total assets or net assets that are derived from its audited consolidated financial statements for the most recently completed fiscal year are attributable to PRC domestic companies, and, (ii) any of the following three circumstances applies: key components of its operations are carried out in the PRC; its principal places of business are located in the PRC; or the majority of the senior management members in charge of operation and management are PRC citizens or residents. The determination will be made on the basis of “substance over form” approach. The Administrative 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 overseas underwriters with the CSRC under certain conditions and the submission of an annual report to the CSRC within the required timeline.

Also on February 17, 2023, the CSRC also held a press conference for the release of the Administrative Measures and issued the Notice on Administration for the Filing of Overseas Offering and Listing by Domestic Companies (“Notice on Overseas Filing”), which, among others, clarified that: (i) on or prior to the effective date of the Administrative Measures, the PRC domestic companies that had already submitted valid applications for overseas offering and listing but not obtained approval from overseas regulatory authorities or stock exchanges may reasonably arrange the timing for submitting their filing applications with the CSRC, and should complete the filing before the completion of their overseas offering and listing; and (ii) a six-month transition period was granted to PRC domestic companies which, prior to the effective date of the Administrative Measures, had already obtained the approval from overseas regulatory authorities or stock exchanges (such as the completion of registration in the market of the United States), but have not completed the indirect overseas listing; and follow-on offerings of such companies will need to comply with the Administrative Measures.

Meanwhile, the Administrative Measures also stipulated that in the following circumstances, domestic enterprises shall not be listed overseas: (i) it is clearly prohibited from listing for financing by the laws and regulations and relevant requirements of the State; (ii) overseas offering or listing will threaten or jeopardize national security as reviewed and determined by the relevant competent authorities of the State Council in accordance with the laws; (iii) the domestic enterprises or their controlling shareholders, actual controllers have committed corruption, bribery, misappropriation or expropriation of property, criminal offences that disrupted the socialist market economic order within the last three years; (iv) the domestic enterprises are being investigated because of suspected crime, or being investigated for material violations or incompliance with laws and regulations, and no conclusions have been made; or (v) there are major disputes over the ownership of equity hold by the controlling shareholders or other shareholders controlled by the controlling shareholders or the actual controllers of the domestic enterprises. If a domestic company falls into the circumstances where overseas offering and listing is prohibited, the domestic company shall suspend or terminate overseas offering and/or listing and report to the CSRC and other relevant department of the State Council.

If domestic companies fail to fulfill the above-mentioned filing procedures, provide false records, misleading statements or make material omissions in relevant filing materials, or carry out overseas offering and/or listing against the prohibited circumstances, they shall be warned and ordered to make correction by the CSRC and be fined between RMB1 million and RMB10 million. The controlling shareholders and actual controller of the domestic companies shall be fined between RMB1 million and RMB10 million if they arrange or command the domestic companies to carry out activities in violation of the foregoing. The person in charge with direct responsibility and other persons directly responsible for the foregoing violation by the domestic companies and their controlling shareholders and/or actual controllers shall be fined between RMB0.5 million and RMB5 million.

If the securities companies and securities service institutions fail to supervise the domestic companies to comply with relevant requirements on filing procedures or prohibitions on oversea offering and listing under the Administrative Measures, they shall be warned by the CSRC and fined between RMB0.5 million and RMB5 million. If the securities companies and securities service institutions fail to fulfill their duties diligently and there are false records, misleading statements, material omissions in (i) the documents produced or issued by such securities companies and securities service institutions in accordance with the PRC laws, administrative regulations, and relevant requirements of the State, or (ii) the documents produced or issued by such securities companies and securities service institutions or documents in accordance with the rules of the overseas listing place that results in disruption of the order of the domestic market and damages to the legitimate rights and

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PUBCO’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion and analysis of PubCo’s financial condition and results of operations in conjunction with the Acquired Companies’ audited consolidated financial statements and the related notes included elsewhere in this proxy statement/prospectus. This discussion contains forward-looking statements that involve risks and uncertainties. See “Special Note Regarding Forward-Looking Statements” for a discussion of the uncertainties, risks, and assumptions associated with these statements. PubCo’s actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under “Risk Factors” and elsewhere in this proxy statement/prospectus. Unless otherwise indicated or the context otherwise requires, references in this section to the “Company,” “we,” “us,” “our,” and other similar terms refer to PubCo and its subsidiaries immediately following the consummation of the Business Combination.

Business Overview

Our product offerings and pipeline products mainly consist of microwave ablation apparatus and needles. As of the date of this proxy statement/prospectus, our product offerings available for sale include microwave ablation apparatus approved for the treatment of live cancer and thyroid nodule, long microwave ablation needles, and fine microwave ablation needles. Currently, we hold two registration certificates for Class III medical devices specifically approved for the treatment of liver cancer and thyroid nodules. We have also successfully obtained the registration certificate for the Class III Certificate for MWA Needles, and one registration certificate for Class II medical devices in the PRC in relation to disposable sterile biopsy needles. Under PRC laws and regulations, Class II medical devices are those with moderate risks and are strictly controlled and administered, and Class III medical devices are those with relatively high risks and are strictly controlled and administered through special measures.

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medical associations and doctors through our sales and marketing efforts, we have seen the number of hospitals in China purchasing our products increase from approximately 430 in the year ended December 31, 2022 to approximately 505 in the year ended December 31, 2023, with the number of Grade III hospitals (the highest tier hospitals in China as classified and graded pursuant to the Pilot Draft of the Hospital Hierarchy Management Scheme of the PRC) increasing from approximately 250 to approximately 310, respectively, for the above periods.

In 2023, the Company experienced a minor setback in revenue, showing a 10% decline compared to the previous year. It’s noteworthy that despite the revenue decrease, the Company managed to achieve growth in its gross profit margin. However, the net profit margin experienced a more pronounced decline, primarily attributed to the Company’s strategic decision to ramp up its research and development efforts, resulting in increased R&D expenditures. This proactive investment underscores the Company’s dedication to fostering innovation and long-term sustainability, positioning it favorably for continued success and competitiveness in the dynamic market landscape. Also, general and administrative expenses have increased, primarily due to a significant rise in credit impairment losses. We expect this growth trend to continue in future financial periods as we plan to expand into overseas markets, capturing market share of sales of MWA medical devices for treating thyroid nodules and breast lumps in the U.S. and in the EU. We have almost completed research and development required for our breast lump, pulmonary nodules and thyroid nodule products to obtain the CE certificate, but have not yet begun the certification process in the EU. Specifically, in December of 2023, we completed product registration and animal testing of our breast lump and pulmonary nodule products in the PRC, and revised the case report form based on the research plan discussion conference which took place in September 2023. In January 2024, the work for the third-party usability study was completed, and the report for the third-party usability study and the clinical evaluation research and clinical trial testing plans for the breast lump and pulmonary nodules clinical research, respectively, were completed in February 2024, subject to any further changes other involved parties such as the ethics committee, may have in evaluating such respective clinical studies. By September of 2024, we plan to: (i) complete the ethics review, (ii) execute the clinical research contracts with the relevant research collaborators and/or the hospital institutions which shall be appointed to carry out the specific tasks of the clinical research; and (iii) submit, where possible, the clinical trial evaluation reports as part of any pre-registration reviews of the certification procedure to shorten the certification processing time for each of the breast lump and pulmonary nodules clinical studies, respectively. Shortly after in September 2024, we expect to have each of the hospital institutions involved in the breast lump and pulmonary nodule studies start the respective clinical trials stage by enrolling research participants and performing medical diagnoses. Based on the current proposed research schedule timeframe, we expect to have all research participants successfully enrolled by November 2024 and finish all clinical trial data collection by May 2025. Thereafter, we expect to have semi-final research reports from each hospital institution and the finalized clinical trial research reports in relation to the breast lump and pulmonary nodule clinical trials completed in June 2025, whereas on the other hand, the clinical trials for thyroid nodule products have already finalized on July 20, 2020. Around June 2025, we plan to submit our clinical trial results for NMPA and CE certification for our breast lumps and pulmonary nodules product lines, and CE certification for our thyroid nodules product line. If our application is accepted, we expect to obtain the certification for such product line between October 2025 to the mid-year of 2026, based on the average timeline currently observed in the EU. Thereafter, we will seek to launch the breast lump and thyroid nodule lines in the EU. However, there can be no assurance that we will meet any or all of the milestones listed in such timeline, and it is possible that we may never receive the CE Mark in the EU.

Business Combination Agreement

On June 26, 2023, ExcelFin, Betters Medical Investment Holdings Limited (“Baird Medical”), PubCo, Merger Sub and Tycoon entered into a Business Combination Agreement (the “Business Combination Agreement”). ExcelFin, together with Baird Medical, PubCo, Merger Sub and Tycoon are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties.”

Pursuant to the Business Combination Agreement, among other things, (1) on August 3, 2023, Baird Medical contributed all of the issued and outstanding shares of Tycoon (“Tycoon Shares”) to PubCo in exchange for ordinary shares of PubCo (“PubCo Ordinary Shares”) with a pre-transaction equity value of $300 million (the “Share Contribution”), and upon the consummation of the Share Contribution, Tycoon became a wholly-owned subsidiary of PubCo and Baird Medical was issued an additional 29,411,764 PubCo

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Ordinary Shares; and (2) upon the Effective Time, Merger Sub will merge with and into ExcelFin, with ExcelFin continuing as the surviving entity and wholly-owned subsidiary of PubCo (the “Merger”), as a result of which (a) the issued and outstanding shares of Class A Common Stock and Class B Common Stock of ExcelFin (collectively, the “SPAC Stock”) immediately prior to the effective time of the Merger (the “Effective Time”) shall be exchanged for PubCo Ordinary Shares concurrently with the Merger; and (b) the holders of public warrants to purchase one share of ExcelFin Class A Common Stock (the “Public Warrants”) shall receive warrants issued by PubCo to acquire an equal number of PubCo Ordinary Shares (the “PubCo Warrants”).

Following the consummation of the above transactions, ExcelFin will be a wholly owned subsidiary of PubCo, and Tycoon will be a wholly owned subsidiary of PubCo. Tycoon will hold approximately 99% of the issued and outstanding equity of its underlying operating subsidiaries.

Based on the above business combination, Baird Medical Investment Holdings Limited (“PubCo”, or “the Company”) will become the parent company.

Factors Affecting Our Results of Operations

Legislation May Impact our Business and Operating Results

In China, a number of legislative and regulatory changes and proposed changes regarding medical device industry could prevent or delay regulatory approval of our pipeline products, restrict or regulate post-approval activities and affect our ability to profitably sell our products and any pipeline products for which we obtain regulatory approval. In recent years, there have been and will likely continue to be efforts to enact administrative or legislative changes in relation to the medical device industry, including measures which may result in more rigorous coverage criteria and downward pressure on the price that we receive for any approved product. Any reduction in reimbursement from government programs may result in a similar reduction in payments from private payors. The implementation of cost containment measures or other healthcare reforms may prevent us from being able to generate revenue or attain profitability.

Legislative and regulatory proposals have been made to expand post-approval requirements and restrict sales and promotional activities for medical devices. We cannot be sure whether additional legislative changes will be enacted, or whether NMPA regulations, guidance or interpretations will be changed, or what the impact of such changes on the regulatory approvals of our product candidates, if any, may be.

In addition, in 2021, China started to initiate centralized procurement pilot programs in an effort to regulate prices of medical devices through Company procurement at the provincial level. Our products were not covered by centralized national procurement as of the date of this proxy statement/prospectus, and we do not expect our products to be covered by the centralized national procurement in the short-to-mid-term. However, it is out of our control as to whether or when the centralized national procurement will cover the types of products that we produce. If our products were covered by the centralized national procurement in the future, the price of our products may decrease, which could harm our profitability, if any increase in sales volume fails to fully compensate for such decrease in price.

Our High Gross Profit Margin May Not Be Sustainable

We cannot assure you that our historical operating results, in particular our high gross profit margin, will be indicative of future performance for various reasons, including uncertainties of the success of our existing and new products, changes in market and the regulatory environment, as well as our ability to manage our sales network and the intensified competition in the microwave ablation medical device market in China. Our profitability for future years may be negatively affected by low-margin sales and competition strategies adopted by our competitors, increasing costs of raw materials and increasing selling and distribution costs arising from the expansion of our sales and distribution network. As a result, our gross profit margin may not be sustainable.

The Discontinuation of Preferential Tax Treatments or Government Incentives

Pursuant to the EIT Law, the EIT rate generally applicable in the PRC has been 25%. However, Nanjing Changcheng and Baide Suzhou, our principal operating subsidiaries, have been accredited as a High and New

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Technology Enterprise under the relevant PRC laws and regulations since 2020 and 2021 respectively. Accordingly, Nanjing Changcheng and Baide Suzhou were entitled to a preferential tax treatment of 15% for the fiscal years ended December 31, 2022 and 2023.

Moreover, according to the relevant laws and regulations promulgated by the State Tax Bureau of the PRC, for enterprises engaging in R&D activities, the Super Deduction ratio is 75% from January 1, 2018 to September 30, 2022. From October 1, 2022 onwards, the Super Deduction ratio is 100%. In addition, the Super Deduction ratio for outsourced R&D expenses is 80%. Two PRC subsidiaries of Pubco have claimed such Super Deduction in ascertaining its tax assessable profits in the fiscal years ended December 31, 2022 and 2023. If we fail to maintain or renew the High and New Technology Enterprise accreditation or if any of the preferential tax treatments or government grants discontinue or reduce, our business, financial condition, results of operations and prospects could be materially and adversely affected.

Untimely or Unsuccessful Product Registration Testing or Clinical Trials May Impact our Business and Operating Results

PubCo has five types of pipeline products. In order to obtain the registration certificates for Class III medical devices, such pipeline products are required to go through product registration testing to demonstrate their safety and effectiveness. Such testing is conducted by third party testing institutions recognized by the NMPA. The product registration testing schedule of these testing institutions is beyond PubCo’s control, and PubCo cannot provide assurance that its pipeline products will pass these tests in a timely manner, or at all.

Furthermore, success in testing procedures does not guarantee success in clinical trials. Negative or inconclusive results or safety issues associated with its pipeline products could cause PubCo or regulatory authorities to interrupt, delay, suspend or terminate clinical trials, or could result in the delay or denial of regulatory approvals from the NMPA, all of which may have a significant impact on our business and operating results.

For further discussion on the potential risks involved with completion of our product registration testing or clinical trials, please refer to the section titled “Risk Factors — Risk Factors Relating to Baird Medical’s Business and Industry — 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.”

COVID-19

The outbreak of respiratory illness caused by a novel coronavirus (COVID-19) first emerged in China in late 2019 and continues to expand within the PRC and globally. The economy slowdown and/or negative business sentiment have a negative impact on the industry and our business operations and financial condition have been and may continue to be adversely affected. With an aim to containing the COVID-19 pandemic, the PRC government had imposed extreme measures across the PRC, particularly during the first half of 2022, including complete or partial lockdown measures across various cities in the PRC, prohibiting residents from free travel, encouraging employees of enterprises to work remotely from home and cancelling public activities, and the mandatory quarantine requirements on infected individuals and anyone deemed potentially infected of COVID-19, among others. The COVID-19 pandemic in China and the government measures in response have also resulted in temporary closure of many corporate offices, manufacturing facilities and factories across China. We imposed work-from-home policy and continued liaising with our customers and suppliers.

Since around December 2022, the PRC government has lifted most the COVID-19 restrictions. Significant numbers of our employees were infected by the COVID-19 in the following months. However, as of the date of proxy statement/prospectus, all the infected employees had recovered and our business had returned to normal operations.

The occurrence of natural disasters, including hurricanes, floods, earthquakes, tornadoes, fires and pandemic disease may adversely affect our business, financial condition or results of operations. The potential impact of a natural disaster on our results of operations and financial position is speculative and would depend on numerous factors. The extent and severity of these natural disasters determines their effect on a given economy. Although the long-term effect of diseases such as the COVID-19 pandemic, H5N1 “avian flu”, or H1N1, the swine flu, cannot currently be predicted, previous occurrences of avian flu and swine flu

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had an adverse effect on the economies of those countries in which they were most prevalent. An outbreak of a communicable disease in our market could adversely affect our business, financial condition and results of operations, and timely reporting obligations under Regulation S-X and Regulation S-K following our business combination. We cannot assure you that natural disasters will not occur in the future or that our business, financial condition and results of operations will not be adversely affected.

Acquisitions and Investments

Investment in Ruikede Biological Technology (Xiamen) Company Limited (“Ruikede Xiamen”)

Ruikede Xiamen was established in the PRC with limited liability on July 17, 2019 and was an indirect 80%-owned subsidiary of Baide Suzhou and the remaining 20% equity interest is owned by Wang Jing. Wang Jing is a substantial shareholder of Ruikede Xiamen as 20% of the equity interest in Ruikede Xiamen was owned by Wang Jing. On November 25, 2022, Baide Suzhou entered into an equity transfer agreement and purchased the remaining 20% equity interest of Ruikede Xiamen for consideration of nil, holding 100% of Ruikede Xiamen equity interest. Such transfer was registered on December 2, 2022. As of December 31, 2022, the non-controlling interests which amounted to $3,350 corresponding to the remaining 20% of equity interest of Ruikede Xiamen was transferred to the additional paid in capital. The total assets and net assets of Ruikede Xiamen as of December 31, 2023 and 2022 were all $0.5 million.

Results of Operations

Results of Operations for Continuing Operations

The following table sets forth a summary of our consolidated statements of operations for the periods indicated.

	For the years ended December 31,
	2023			2022
Revenues		$	31,457,908		$	35,091,174
Cost of revenues			(4,227,409)			(7,054,323)
Gross profit			27,230,499			28,036,851
Operating expenses:
Selling and marketing expenses			(2,547,000)			(3,585,138)
General and administrative expenses			(8,546,880)			(6,960,604)
Research and development expenses			(4,274,894)			(3,859,392)
Total operating expenses			(15,368,774)			(14,405,134)
Income from operations			11,861,725			13,631,717
Interest expense			(285,833)			(299,269)
Interest income			1,562			8,553
Subsidy income			791,959			1,375,447
Other expenses, net			(10,211)			(194,580)
Income before income tax			12,359,202			14,521,868
Income tax provision			(1,701,019)			(1,746,897)
Net income		$	10,658,183		$	12,774,971
Other comprehensive loss, net of tax
Foreign currency translation adjustment		$	(728,688)		$	(1,506,905)
Comprehensive income		$	9,929,495		$	11,268,066
Net income attributable to controlling shareholders		$	10,545,978		$	12,568,750
Basic and diluted earnings per common share			0.36			0.43

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For the Years ended December 31, 2023 and 2022,

Revenues

We principally derived our revenue from the following sources:

sales of MWA medical devices: including the sales of (i) our proprietary MWA needles and (ii) our proprietary MWA therapeutic apparatus that were designed, developed and manufactured by us; and

sales of other medical devices: including the trading of other medical devices, such as catheters, ventilators, operation tables, medical gloves, syringe and other large medical machines and system.

The Company follows ASC 280, Segment Reporting, which requires that companies to disclose segment data based on how management makes decision about allocating resources to each segment and evaluating their performances. The Company has one reporting segment. The Company’s chief operating decision maker has been identified as the Chief Executive Officer, who reviews consolidated results when making decisions about allocating resources and assessing performance of the Company.

All revenues are derived from China based on the geographical locations where products sold to customers. In addition, the Company’s long-lived assets are all located in China, and the amount of long-lived assets attributable to any individual other country is not material. Therefore, no geographical segments are presented.

	For the years ended December 31,
	2023			2022
Distributors(3)		$	14,995,701		$	13,499,170
Direct customers(1)(2)			16,462,207			21,592,004
Total		$	31,457,908		$	35,091,174

(1)

Revenue from direct customers include revenue from sales of medical devices to hospitals (i.e. directly or through deliverers).

(2)

The Company’s revenue from direct customers decreased from approximately $21.6 million during the fiscal year ended December 31, 2022 to approximately $16.5 million for the fiscal year ended December 31, 2023, resulting in a net decrease of approximately $5.1 million. Changes in sales prices caused the revenue to decrease by approximately $1.1 million, while changes in the volume of products sold caused the revenue to decrease by approximately $4.0 million. With respect to the sales of MWA needles and other medical devices, revenue decreased due to a decrease in overall sales volume in each case. With respect to the sales of microwave therapeutic apparatuses, revenue increased due to increases in both the quantity of sales and the selling price. The decrease in revenue from the sales of MWA needles and other medical devices outweighed the increase in revenue from the sales of microwave therapeutic apparatuses, resulting in an overall decrease in revenue.

(3)

The Company’s revenue from distributors increased from approximately $13.5 million during the fiscal year ended December 31, 2022 to approximately $15.0 million during the fiscal year ended December 31, 2023, resulting in a net increase of approximately $1.5 million. Changes in sales prices caused the revenue to increase by approximately $4.7 million, while changes in the volume of products sold caused the revenue to decrease by approximately $3.2 million. With respect to the sales of MWA needles, revenue decreased due to a decrease in the quantity of sales. This occurred because the quantity of needles sold during the fiscal year ended December 31, 2022 had increased as a result of the Class II to Class III certificate upgrade which occurred during that year, and such increase was not sustained during the fiscal year ended December 31, 2023. With respect to the sales of microwave therapeutic apparatuses, revenue increased due to increases in both the quantity of sales and the selling price. The increase in revenue from sales of microwave therapeutic apparatuses outweighed the decrease in revenue from sales of MWA needles, resulting in an overall increase in revenue.

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The following table presents our revenues by product lines.

	For the Year Ended December 31,
	2023					2022
	Revenue			%		Revenue			%		Variance			Variance %
Sales of MWA devices		$	30,940,383		98%		$	31,283,234		89%		$	(342,851)		(1)%
– MWA needles			26,278,169		84%			30,551,145		87%			(4,272,976)		(14)%
– MWA therapeutic apparatus			4,662,214		14%			732,089		2%			3,930,125		537%
Sales of other medical devices			517,525		2%			3,807,940		11%			(3,290,415)		(86)%
Total		$	31,457,908		100.0%		$	35,091,174		100.0%		$	(3,633,266)		(10.4)%

Our total revenues decreased by approximately $3.6 million, or 10.4%, from approximately $35.1 million for the fiscal year ended December 31, 2022 to approximately $31.5 million for the fiscal year ended December 31, 2023. The overall decrease in our revenues was due to the decline of sales of MWA needles and other medical devices.

For the year ended December 31, 2023, revenue generated from the sales of our proprietary MWA needles decreased by $4.3 million to $26.3 million from $30.6 million in the fiscal year 2022. The overall change in revenue is not significant, and the unit price of needles remains the same as last year. The decrease in revenue from needles in the fiscal year 2023 was primarily due to a decrease in the number of sales. Customer demand for purchases declined in the fiscal year 2023.

For the year ended December 31, 2023, revenue of our proprietary MWA therapeutic apparatus experienced a significant increase of 537%. This notable surge in revenue was primarily attributed to the strategic adjustment in unit prices and the increase in sales orders. Previously, in 2022, as part of our vigorous equipment promotion efforts, the Company sold those MWA therapeutic apparatuses at discounted prices. However, as clients sought additional equipment beyond our offerings, the company transitioned away from the previously discounted prices. The transition away from the previously discounted prices resulted in increased revenue from distributors. Additionally, the acquisition of Class III medical device certificate further bolstered our standing within the market. Notably, given the scarcity of manufacturers holding such certifications, this allowed for a justifiable adjustment in products pricing.

For the year ended December 31, 2023, revenue of other medical devices decreased by $3.3 million to $0.5 million from $3.8 million. It’s important to note that medical devices do not fall within the core focus of the Company’s operations. Consequently, their sales tend to exhibit significant variability. The Company has sales transaction from selling other medical equipment in the fiscal year 2022, and no further this type of equipment sales occurred in 2023, resulting in a decline in revenue from sales of other medical devices accordingly. In 2022, we opportunistically secured project orders for these devices, contributing to a surge in sales. However, in 2023, the volume of such orders diminished notably. This reduction can be attributed to the inherent unpredictability associated with this product category. While the decline in sales of other medical devices impacted our overall revenue dynamics for the year, it’s imperative to recognize that our primary focus remains on the MWA needles and MWA therapeutic apparatus segment, where we witnessed substantial growth and strategic adjustments in pricing policies.

As we move forward, maintaining a diversified portfolio and agile response to market dynamics will be essential in navigating fluctuations in sales across different product categories. Our commitment to innovation and adaptability positions us well to capitalize on emerging opportunities and sustain long-term growth.

These developments reflect our commitment to providing high-quality products and catering to the evolving needs of our clientele. Moving forward, we anticipate further leveraging our market position and product excellence to sustain growth and meet the demands of the industry.

Cost of revenues

Our cost of revenues mainly consisted of (i) costs of other medical devices; (ii) direct material costs for our proprietary MWA medical devices; (iii) direct staff costs; and (iv) production overheads; (v) distribution costs. Cost of revenues for the fiscal year ended 2023 showed a decrease of $2.8 million as compared to the

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fiscal year ended 2022. In 2022, the Company sold some trading products, which had high costs and consequently increased the overall costs for the year. Additionally, the cost reduction in 2023 was due to the overall decline in revenue.

Gross profit and gross margin

As a result of the changes in our revenues and cost of revenues described above, our gross profit decreased by $0.8 million to $27.2 million in the fiscal year 2023 from $28.0 million in the fiscal year 2022. In order to further cater to customer needs, the Company added two wires to the original MWA needles’ configuration, which increased costs and led to a decrease in gross profit. In addition, the high-gross-profit trading revenue of other medical devices in 2022 decreased in 2023, which also led to a decline in profits. As a result, the higher costs incurred in 2022 were predominantly due to this particular aspect of our operations. In contrast, the cost structure in 2023 aligns more closely with the realities of our core business operations. With the decrease in sales of other medical devices, which typically have lower profit margins, the overall cost profile reflected a more accurate representation of our business activities.

Selling and marketing expenses

Selling and marketing expenses primarily consisted of meeting expenses, salary cost relating to our sales and marketing personnel, and also included entertainment, travelling and other expenses relating to our marketing activities.

Selling and marketing expenses decreased by $1.0 million to $2.5 million in the fiscal year 2023 from $3.6 million in the fiscal year 2022. The decrease is attributed to the Company’s strategy of gradually shifting from direct sales to customers to sales to distributors, resulting in a decrease in the number of in-house sales and marketing department staff from 79 members to 32 members as of December 31, 2023 and therefore a decrease in sales staff expenses in 2023. Accordingly, as a percentage of sales, our selling expenses were 8.1% and 10.2% of revenues in the fiscal year 2023 and 2022, respectively. To establish a presence in the U.S. market, the Company anticipates incurring costs in connection with establishing a direct sales team in the United States, attending trade conferences, providing high-quality doctor education and support, and setting up microwave ablation training centers in the United States with leading doctors and medical centers. These increased expenses related to U.S. market development, during the early stages of the Company’s US market building, are expected to be incurred in 2024 rather than in 2023, In addition, if the Company secures FDA registration in the United States, U.S. sales operations are expected to steadily advance, and we anticipate that development of the U.S. market in 2024 will increase certain sales expenses. Hence we expect the selling and marketing expenses will increase in amount in 2024, however, due to the operational efficiency, these expenses as a percentage of our revenue will gradually decrease.

Research and development (“R&D”) expenses

R&D expenses primarily consisted of CRO and other R&D service fee and depreciation expense related to equipment used for research and development, compensation and benefit expenses relating to our research and development personnel as well as office overhead and other expenses relating to our R&D activities. Our R&D expenses were $4.3 million in the fiscal year 2023, which increased by $0.4 million compared to $3.9 million in the fiscal year 2022, representing 13.6% and 11.0% of our total revenues for the fiscal year 2023 and 2022, respectively. The increase in R&D expenses was mainly due to increased FDA certification fees, CE Marking fee, Endoscopic Ultrasound System and R&D expenditures on AI ablation systems and equipment.

General and administrative expenses

General and administrative expenses primarily consisted of salary and compensation expenses relating to our finance, legal, human resources and executive office personnel, and included rental expenses, depreciation and amortization expenses, office overhead, professional service fees and travel and transportation costs.

General and administrative expenses increased from $7.0 million in the fiscal year 2022 to $8.5 million in the fiscal year 2023, which is mainly due to the increase of allowance for expected credit losses on accounts receivable, from $0.4 million in 2022 to $2.2 million in 2023.

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Subsidy income

Subsidy income primarily included government subsidies which represented amounts granted by local government authorities as a general incentive for us to promote development of the local technology industry. The Company records government subsidies in subsidy income upon received and when there is no further performance obligation. Total subsidy income amounted to $1.4 million and $0.8 million for the years ended December 31, 2022 and 2023, respectively.

Income before income tax

Income before income tax decreased by $2.1 million to $12.4 million in the fiscal year 2023 from $14.5 million in the fiscal year 2022.

Income tax provision

Our provision for income tax in the fiscal year 2023 decreased by $0.05 million compared to the fiscal year 2022. Provision for income taxes decreased due to more deductible R&D expenditure and less income before income tax.

Net income

Net income decreased by $2.1 million to $10.7 million in the fiscal year 2023 from $12.8 million in the fiscal year 2022.

Other comprehensive income or loss

Foreign currency translation adjustments amounted to a loss of $0.7 million and a loss of $1.5 million for the years ended December 31, 2023 and 2022, respectively. The balance sheet amounts with the exception of equity as of December 31, 2023 were translated at RMB7.0999 to $1.00 as compared to RMB6.8972 to $1.00 as of December 31, 2022. The equity accounts were stated at their historical rate. The average translation rates applied to the income statements accounts for years ended December 31, 2023 and 2022 were RMB7.0809 to $1.00 and RMB6.7290 to $1.00, respectively. The change in the value of the RMB relative to the U.S. dollar may affect our financial results reported in the U.S., dollar terms without giving effect to any underlying change in our business or results of operation.

The aging of accounts receivable

The Company’s accounts receivable consisted primarily of distributors and direct customers. The Company recorded a provision for current expected credit loss. The balance of gross accounts receivable was $34.0 million and $25.0 million as of December 31, 2023 and December 31, 2022, against which write-off of accounts receivable of $0.2 million and $0.2 million were made as of December 31, 2023 and December 31, 2022, and an allowance for expected credit losses of $2.8 million and $0.6 million was made as of December 31, 2023 and December 31, 2022. The increase in provision for current expected credit loss was driven by the following factors:

•

The slower turnover of customer capital and the lengthened payment approval cycle of hospitals, while not necessarily indicating increased credit risk, affect the collection period.

•

Increased amount and proportion of accounts receivable more than 12 months overdue.

•

Analysis of comparative companies’ methodologies.

The aging of accounts receivable based on the number of days between the dates the receivables were initially recognized and December 31, 2023 and December 31, 2022 are as follows:

	As of December 31,
	2023			2022
Within 90 days		$	13,283,215		$	14,262,016
Between 3 and 6 months			9,751,685			4,910,005
Between 6 months and a year			7,426,788			5,306,907
Over a year			3,479,395			537,381
		$	33,941,083		$	25,016,309

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The aging of accounts receivable based on the number of days between the dates the receivables were initially recognized and December 31, 2023 for distributors and direct customers are as follows:

	As of December 31, 2023
	Distributors			Direct Customers			Total
Within 90 days		$	8,222,863		$	5,060,352		$	13,283,215
Between 3 and 6 months			3,891,659			5,860,026			9,751,685
Between 6 months and a year			2,587,875			4,838,913			7,426,788
Over a year			709,614			2,769,781			3,479,395
Total		$	15,412,011		$	18,529,072		$	33,941,083

As of December 31, 2022, the turnover days of accounts receivable was 187 days, while the turnover days of accounts receivable as of December 31, 2023 was 337 days. The accounts receivable turnover days were calculated using the following formula:

average accounts receivable × 360 days ÷ sales revenue = turnover days of accounts receivable
average accounts receivable = (opening accounts receivable balance + closing accounts receivable balance) / 2

The gross accounts receivable balance due from distributors increased by 40% as of December 31, 2023, which was mainly due to the increased revenue in 2023, and 5% of the gross accounts receivable due from distributors are attributable to the revenue recognized in 2022 as the payment of these accounts receivable was delayed due to external factors such as the COVID-19 pandemic. For the year ended December 31, 2022, revenue from distributors was $13.5 million and revenue from direct customers was $21.6 million. Revenue from distributors increased by 11% in 2023 compared to 2022, while revenue from direct customers decreased by 24% in 2023 compared to 2022, resulting in an overall 10% decrease in total revenue in 2023.The gross accounts receivable balance due from direct customers increased by 32% as of December 31, 2023, though the revenue decreased by 24% in 2023, as there was a delay in the collection of accounts receivable and an additional 15% of the gross accounts receivable due from direct customers is attributable to the revenue recognized in 2022 as the payment of these accounts receivables was also delayed due to external factors such as the COVID-19 pandemic. The percentage of revenue in 2023 derived from distributors and direct customers was 48% and 52%, respectively. Based on the increased revenue from distributors and delayed payment of accounts receivable in 2023, the overall gross accounts receivable increased by 36%, while the net accounts receivable increased by 28% considering allowance of credit losses. Further, the Company respectfully notes that the amounts due as of December 31, 2022 from the two publicly listed companies have been paid in full and are no longer outstanding as of the date hereof.

The aging of the above tables is different with the aging disclosed in Note 4 to our audited consolidated financial statements. The aging analysis in Note 4 is calculated from the expiration date of the customer’s credit terms. The Company’s trade debtors are contractually entitled to a credit period of 30 to 90 days. Notwithstanding Section 6.2 of the Company’s form of distribution agreement, which provides that products are not shipped to distributors until after the Company has received payment, in practice the Company grants an extended credit period to a majority of its customers pursuant to supplemental agreements with the Company’s distributors. A translated copy of the Company’s form of supplemental distribution agreement has been filed as Exhibit 99.11 to the registration statement of which this proxy statement/prospectus is a part. This extended credit period varies by customer and the specific circumstances, but in some cases the payment may be delayed if requested by customers up to 365 days or more, depending on the longevity of the relationship, the history of default records and the Company’s future prospects with the customers. The Company reviews each request from its customers for a credit period extension on a case-by-case basis, and only approves such extension if it is in the best interests of the Company. For the year ended December 31, 2023, the Company received payments of approximately $4.5 million from its customers for revenue generated during fiscal year 2023. The Company has not historically charged and collected any substantial late payment fees from its customers in order to maintain positive working relationships with its customers given there were little to no history of default. Nonetheless, the Company reserves the right at all times to demand payment from its customers upon the expiration of the contractually stipulated credit period. Distributors will usually arrange for payment according to our payment terms and their own commercial or financial circumstances. Rather, the necessity for longer credit periods, at least for a number of the Company’s customers, is the result

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of extended internal payment approval processes and delays caused as a result of external factors such as the COVID-19 pandemic. The COVID-19 pandemic resulted in a weakened economic environment which had a negative impact on the Company and its customers, as well as end customers, i.e., the hospitals, whose financial status were negatively impacted by COVID-19 in various degrees as a result of fewer surgeries being performed and fewer clinic visits made by patients. Additionally, hospitals incurred expenses for complimentary COVID-19 tests, especially during local outbreaks, and made payments to COVID-19 test and lab providers. In addition to the impact on hospitals, employees at the Company’s distributors were unable to commute to work, which resulted in employee shortages at the Company’s distributors. These factors weakened the financial status of the distributors, and such impacts lasted after China lifted its full scale COVID-19 lock-downs in the first half of 2023. Specifically, hospitals strictly controlled their expenditures, leading to slower repayment by hospitals. This resulted in the payment cycle for a number of the Company’s distributors being extended, causing slower capital turnover for the Company’s distributors. These effects of the COVID-19 pandemic and impact on the financial status of the Company’s hospitals and distributors lingered beyond January of 2023 when China started to lift its full-scale COVID-19 shutdown and high-frequency testing requirements. In addition, management of the Company observed that surgeries and clinical visits increased throughout the remainder of 2023. The Company has collected all the outstanding accounts receivable from its customers from 2022, when China was in full-scale COVID-19 shutdown with requirements for frequent COVID-19 testing that significantly decreased the number of surgeries and clinical visits to hospitals. The Company’s management also recognized that a large majority of the hospitals, as direct or indirect customers of the Company, were sponsored by the Chinese government, and therefore needed time to recover their financial status after the unprecedented pandemic and control measures implemented in China from 2020 to 2022. Please refer to the section below titled “Pubco’s Management’s Discussion and Analysis of Financial Condition and Results of Operations — Results of Operations — Operating Activities” for further discussion of such arrangements. However, the Company reserves the right to demand payment from its customers upon the expiration of the credit period as stipulated under the relevant contract. If account receivable of a customer is not yet aged beyond the credit period, the aging of the receivable will be classified as not overdue on aging analysis in Note 4.

Related party loans transaction

In prior periods, Ms. Wu, the Company’s founder, chief executive officer and chairperson of the board of directors, would from time to time enter into loan arrangements from, and/or in favor of, the Company or one or more of its subsidiaries, such as the loans underlying the amounts due from Ms. Wu, which are included in the amounts due from related parties in the balance sheet. As of the date of this proxy statement, the $0.4 million of amount due from Ms. Wu as of December 31, 2023 was fully settled.

Liquidity and Capital Resources

As of December 31, 2023, we had cash of approximately $1.5 million. As of December 31, 2023, our current assets were approximately $40.1 million, and our current liabilities were approximately $19.0 million. Total shareholders’ equity as of December 31, 2023 was approximately $35.7 million. We believe that we will have sufficient working capital to operate our business for the next 12 months from the date of issuance of this financial statement.

Substantially all of our operations are conducted in China and all of our revenue, expenses, cash is denominated in HKD and RMB. RMB is subject to the exchange control regulation in China, and, as a result, we may have difficulty distributing any dividends outside of China due to PRC exchange control regulations that restrict our ability to convert RMB into U.S. dollars. As of December 31, 2023, cash of approximately $1,504,378 and $6,106 were held by the Company and its subsidiaries in mainland PRC and Hong Kong, respectively. We would need to accrue and pay withholding taxes if we were to distribute funds from our subsidiaries in China to our offshore subsidiaries. We do not intend to repatriate such funds in the foreseeable future, as we plan to use existing cash balance in PRC for general corporate purposes.

In assessing our liquidity, we monitor and analyze our cash on hand, our ability to generate sufficient revenue sources in the future and our operating and capital expenditure commitments. The Company plans to fund working capital through its operations, bank borrowings and global offerings. The operating cash flow in 2023 is negative $1.0 million, mainly due to the significant increase in R&D expenses paid and the slower

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turnover of accounts receivable. We have historically funded our working capital needs primarily from operations and bank borrowings. Our working capital requirements are affected by the efficiency of our operations, the numerical volume and dollar value of our sales contracts, the progress or execution on our customer contracts, and the timing of accounts receivable collection. The following table sets forth summary of our cash flows for the periods indicated:

	For the Years Ended December 31,
	2023			2022
Net cash (used in) provided by operating activities		$	(1,019,964)		$	485,968
Net cash used in investing activities			(2,638,488)			(5,921,464)
Net cash provided by financing activities			3,461,118			4,411,918
Effect of exchange rate changes			(3,108)			(297,647)
Net decrease in cash			(200,442)			(1,321,225)
Cash at the beginning of the period			1,710,926			3,032,151
Cash at the end of the period		$	1,510,484		$	1,710,926

Operating Activities

Net cash used in operating activities was $1.0 million in the fiscal year 2023, including net income of $10.7 million. And net cash provided by operating activities was $0.5 million in the fiscal year 2022, including net income of $12.8 million. For the fiscal year 2023, the adjustments for changes in operating assets and liabilities mainly included an increase in accounts receivable of $9.7 million. For the fiscal year 2023 and 2022, an increase in prepayments of $5.3 million and an increase in prepayments of $3.6 million, respectively, an decrease in inventories of $0.1 million and an decrease inventories of $1.6 million, respectively, a decrease in taxes payable of $1.0 million and an increase in tax payable of $1.1 million and for the two respective fiscal years, an increase in accrued expenses and other payables of $1.2 million and $1.3 million, respectively, and an decrease of tax receivables of nil in 2023 and a decrease in tax receivables of $0.7 million for 2022, and a decrease in lease liabilities of $0.3 million and an increase of lease liabilities $0.4 million for the fiscal year 2023 and 2022, respectively.

The large increase in accounts receivable in 2023 was mainly due to external factors such as the COVID-19 pandemic, which caused the payment approval process of a number of the Company’s customers to become longer. Although the COVID-19 pandemic now has less of a direct impact on the Company and its distributors, the long-term effect on the payment approval processes of the Company’s customers continues. During this period, the Company’s sales team has maintained continuous communication with each of these customers on a monthly basis to closely monitor both the willingness and ability of these customers to repay the Company. The majority of these customers who have yet to repay the Company’s accounts receivables are public listed companies in China, medical device companies with good reputation, as well as hospitals, which the Company believes are customers which have good financial credibility. To the Company’s knowledge, the majority of such aforementioned customers have the financial ability to pay the Company and are willing to do so notwithstanding the extended payment approval process, and none of these customers have any recent history of default. While the payment approval cycle of certain of the Company’s customers were extended, which results in the slowdown of their repayment of the Company, the Company believes such customers would gradually and eventually repay the Company.

To reflect such risks accordingly, the Company had increased its absolute amount and proportion in both collective assessments and individual assessments of accounts receivable allowance from $0.6 million as of December 31, 2022 to $2.8 million as of December 31, 2023. The Company believes it has accrued an adequate allowance pursuant to such increased amount, for more information about accounts receivable allowance, please refer to “Expected credit losses” and “NOTE 4 — ACCOUNTS RECEIVABLE, NET” to our audited consolidated financial statements. Further, the net carrying value of accounts receivables as of December 31, 2023 is $31.1 million, which we consider to be a reasonable approximation of the fair value.

As of the date hereof, the balance of accounts receivables as of December 31, 2023 which has been collected was $13.2 million, accounting for approximately 39.0% of such accounts receivables. As of the date

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hereof, we are still receiving payments from such customers gradually and we are not aware of any information which would otherwise indicate these customers are no longer willing or able to pay us.

Investing Activities

Net cash used in investing activities was approximately $2.6 million, $5.9 million in the fiscal year 2023 and in the fiscal year 2022, primarily due to purchase of property and equipment.

Financing Activities

Net cash provided by financing activities was approximately $3.5 million in the fiscal year 2023. During the fiscal year 2023, we had withdrawal of bank loans of approximately $9.6 million, and repayments of bank loans of approximately $7.5 million, and proceeds from long-term loan of approximately $2.5 million and repayment of long-term loan of approximately $0.2 million, and due from related parties of approximately $0.05 million, and advance from a related party of approximately $0.2 million, and payment of listing cost of $0.9 million. On December 29, 2023, the Company entered into a supplemental agreement with China CITIC Bank Suzhou Branch (“CITIC ”) pursuant to which the Company collateralized $4.4 million of its accounts receivable to secure all loans entered into, or which may be entered into, before December 29, 2024, pursuant to loan agreements between the Company or its wholly-owned subsidiaries , as borrowers, and CITIC, as lender, inclusive of any loan principal amounts, installment payments, interest thereon and costs thereof, which may become due during such period. Before the maturity date of such loans, the Company may use the cash received from the collection of accounts receivable without any restrictions. If the Company defaults on the repayment of such loans, the Company must transfer the accounts receivable it receives to a designated bank account of CITIC, which account CITIC is authorized to supervise, and the Company is not required to assign the rights to receive such accounts receivable to CITIC. CITIC is authorized to use any amount deposited into the designated bank account to offset the amounts outstanding under such defaulted loans.

As of December 31, 2023, the value of accounts receivable used as collateral for such bank loans in favor of CITIC was $4.4 million, as reflected in the Company’s consolidated balance sheets, and no such collateralized accounts receivable were collected, thus no restricted cash was identified as of December 31, 2023. The amount outstanding under the loans as of December 31, 2023 was $2.8 million, with annual interest rates of either 3.95% or 4.15%, depending on the particular interest rate of such secured loan. The accrued interest on the loans was $0.02 million for the year ended December 31, 2023. These bank loans were repaid according to CITIC’s 2024 repayment schedule.

The collateralized accounts receivable are not permitted to be sold, transferred or refinanced without CITIC’s written consent, and as such there is no applicable fair value to be disclosed under ASC-860-30-50.

Net cash provided by financing activities was approximately $4.4 million in the fiscal year 2022. During the fiscal year 2022, we had withdrawal of bank loans of approximately $9.1 million, and repayments of bank loans of approximately $4.6 million, and advanced from shareholders of approximately $0.3 million, and repayments to shareholders of approximately $0.3 million.

Capital Expenditure

We incurred capital expenditure of $2.6 million and $6.0 million in the fiscal year 2023 and 2022, respectively, primarily in connection with the construction of R&D laboratory, purchase of R&D equipment and leasehold improvement. We intend to fund our future capital expenditure through our existing cash balance, bank borrowings, proceeds from the Business Combination and other financing alternatives. We will continue to incur capital expenditure to support the growth of our business.

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Contractual Obligations

The following table sets forth our contractual obligations and commercial commitments as of December 31, 2023:

	Payment Due by Period
	Total			Less than 1 Year			1 – 3 Years			More than 3 Years
Bank loans		$	8,166,400		$	8,166,400		$	—		$	—
Lease payment			959,901			540,715			388,929			30,257
Long term loan			2,763,631			1,004,952			1,758,679			—
Total		$	11,889,932		$	9,712,067		$	2,147,608		$	30,257

Quantitative and Qualitative Disclosures about Market Risks

We are also exposed to liquidity risk which is risk that we are unable to provide sufficient capital resources and liquidity to meet its commitments and business needs. Liquidity risk is controlled by the application of financial position analysis and monitoring procedures. When necessary, we will turn to other financial institutions and the shareholders to obtain short-term funding to meet the liquidity shortage.

Inflation risk

To date, inflation in China has not materially impacted our results of operations. According to the National Bureau of Statistics of China, the year-over-year percent changes in the consumer price index for the fiscal year 2023 and 2022 were increases of 0.2% and 2%, respectively. Although we have not been materially affected by inflation in the past, we can provide no assurance that we will not be affected in the future by higher rates of inflation in the PRC. For example, certain operating costs and expenses, such as employee compensation and office operating expenses may increase as a result of higher inflation. Additionally, because a substantial portion of our assets consists of cash, high inflation could significantly reduce the value and purchasing power of these assets. We are not able to hedge our exposure to higher inflation in China.

Credit Risk

Our exposure to credit risk primarily arises from cash and cash equivalents and accounts receivables.

Financial instruments that potentially subject us to the concentration of credit risk consist of cash and cash equivalents and accounts receivables. As of December 31, 2022 and 2023, PubCo’s cash and cash equivalents were typically unsecured and concentrated in a few major financial institutions located in China, which the Company believes are of high credit quality. PubCo continually monitors the creditworthiness of these financial institutions.

Accounts receivables are typically unsecured and arise primarily from revenue earned from our sales. We manage the related credit risks by continuously monitoring and evaluating the creditworthiness of our customers on a regular basis, and closely monitoring the outstanding balances of receivables due from them.

For further discussion on the existing balance of our accounts receivables, please refer to the section titled “PubCo’s Management’s Discussion and Analysis of Financial Condition And Results of Operations — Results of Operations — Operating Activities”.

Interest rate risk

Our exposure to interest rate risk primarily relates to the interest rate that our deposited cash can earn. Interest-earning instruments carry a degree of interest rate risk. We have not been exposed to material risks due to changes in interest rates. An increase, however, may raise the cost of any debt we incur in the future.

Foreign currency translation and transaction

Substantially all of our operating activities and our assets and liabilities are denominated in RMB, which is not freely convertible into foreign currencies. All foreign exchange transactions take place either through the

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People’s Bank of China (“PBOC”) or other authorized financial institutions at exchange rates quoted by PBOC. Approval of foreign currency payments by the PBOC or other regulatory institutions requires submitting a payment application form together with suppliers’ invoices and signed contracts. The value of RMB is subject to changes in central government policies and to international economic and political developments affecting supply and demand in the China Foreign Exchange Trading System market.

Critical Accounting Policies and Estimates

When reading our consolidated financial statements, you should consider our selection of critical accounting policies, the judgment and other uncertainties affecting the application of such policies and the sensitivity of reported results to changes in conditions and assumptions. Our critical accounting policies and practices include the following: (i) revenue recognition; (ii) current expected credit losses; and (iii) income taxes. See Note 2 — Summary of Significant Accounting Policies to our consolidated financial statements for the disclosure of these accounting policies.

Critical Accounting Estimates

We prepare our consolidated financial statements in conformity with U.S. GAAP, which requires us to make judgments, estimates and assumptions. We continually evaluate these estimates and assumptions based on the most recently available information, our own historical experiences and various other assumptions that we believe to be reasonable under the circumstances. Since the use of estimates is an integral component of the financial reporting process, actual results could differ from our expectations as a result of changes in our estimates. Some of our accounting policies require a higher degree of judgment than others in their application and require us to make significant accounting estimates. An accounting estimate is considered critical if it is made basing on assumptions about matters that are highly uncertain at the time such estimate is made, and if different accounting estimates that reasonably could have been used, or changes in the accounting estimates that are reasonably likely to occur periodically, could materially impact the consolidated financial statements. We believe that the following critical accounting estimate involve the most significant judgments used in the preparation of our financial statements.

Current Expected Credit Losses

We adopted ASC Topic 326 using the modified retrospective approach for all in-scope assets. The adoption of ASC Topic 326 decreased accumulated equity by $0.3 million to the Company’s consolidated financial statements as of January 1, 2021. Results for reporting periods beginning after January 1, 2021 are presented under ASC Topic 326 while prior periods continue to be reported in accordance with previously applicable U.S. GAAP.

For the year ended December 31, 2022, we maintain an allowance for credit losses by estimating the expected credit and collectability trend of our customers. Accounts receivable is considered past due based on its contractual terms. In estimating the allowance for credit losses for accounts receivable, we consider historical experience and other factors surrounding the credit risk of specific customers including customer demographics, payment terms offered in the normal course of business to customers, and industry-specific factors that could impact the Company’s receivables in an individual basis and pool basis for customers sharing similar risk characteristics upon the use of roll rate method under the Current Expected Credit Loss Model (“CECL Model”) in accordance with ASC topic 326, Financial Instruments — Credit Losses. Additionally, external data and macroeconomic factors are also considered.

For the year ended December 31, 2023, the Company still used an individual basis and pool basis to assess credit losses. When reassessing its methodology for calculating expected credit losses for customers sharing similar risk characteristics, the Company changed from using roll rate method to aging group method. This change in technique is based on newly obtained information and is considered an accounting estimate change. According to ASC 326-20-30-7, the Company evaluated both internally generated data and reasonably accessible external data. The change was driven by the following factors:

•

The slower turnover of customer capital and the lengthened payment approval cycle of hospitals, while not necessarily indicating increased credit risk, affect the collection period.

•

Increased amount and proportion of accounts receivable more than 12 months overdue.

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•

Analysis of comparative companies’ methodologies.

For the year ended December 31, 2023, allowance for credit losses were provided if customers have no new transactions with the Company for more than six months and have no subsequent collection during 1 January 2024 to 30 April 2024, or the accounts receivable with a long aging period over than one year and have no subsequent collection during 1 January 2024 to 30 April 2024.

We recorded an allowance for expected credit losses of $2.8 million and $0.6 million as of December 31, 2023 and 2022, respectively.

Prepayments for research and development

The Company makes prepayments to third-party vendors and research institutions for R&D activities. These prepayments are expensed over the periods during which the related R&D services are performed. These advances are interest free, unsecured and short-term in nature and are reviewed periodically to determine whether their carrying value has become impaired. An allowance for credit losses is recorded in the period when loss is probable. As of December 31, 2023 and 2022, there was no allowance for prepayments for R&D.

Research and development expenses consist primarily of outsourced research and development costs, payroll and related expenses for research and development professionals, materials, sample testing fee, and depreciation of machinery and equipment for research and development. Nonrefundable payments made in advance to third-party R&D service provider for the related services are recorded as prepayments in the consolidated balance sheets until the services are rendered under ASC 730-20-25-13. Research and development costs are expensed as incurred in accordance with ASC 730. The Company recognizes R&D expenses based on the completion percentage of each R&D contract at the end of each quarter according to monthly discussions and progress meeting (if any) with internal management personnel and external R&D service providers or completion progress report provided by the third party-R&D service providers as to the progress or stage of completion of services.

As of December 31, 2023 and 2022, prepaid research and development was $7.6 million and $3.5 million, respectively. These amounts primarily relate to contracts with third-party research organizations for ongoing research projects. The significant increase in prepayments in the current year ended December 31, 2023 is due to the advancement of research and development progress.

Change in Accounting Estimates

Expected credit losses

For the year ended December 31, 2022, the Company used an individual basis and pool basis of the customers sharing similar risk characteristics by applying the roll rate method under the Current Expected Credit Loss Model (“CECL Model”). The Company has identified the relevant risk characteristics of its customers and the related receivables and other receivables which include size, type of the products the Company provides, or a combination of these characteristics. Receivables with similar risk characteristics have been grouped into pools. For each pool, the Company considers the historical credit loss experience, current economic conditions, supportable forecasts of future economic conditions, and any recoveries in assessing the lifetime expected credit losses. Other key factors that influence the expected credit loss analysis include customer demographics, payment terms offered in the normal course of business to customers, and industry-specific factors that could impact the Company’s receivables. Additionally, external data and macroeconomic factors are also considered. They are assessed at each quarter based on the Company’s specific facts and circumstances. The Company uses roll rate method to calculate average expected loss rate under pool basis. The Company considers the co-relationship between micro economic environment and overall default rate and calculated the future adjustment indicator use logistic regression model.

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According to ASC 326-20-30-7, the Company evaluated both internally generated data and reasonably accessible external data. The change was driven by

•

The slower turnover of customer capital and the lengthened payment approval cycle of hospitals, while not necessarily indicating increased credit risk, affect the collection period.

•

Increased amount and proportion of accounts receivable more than 12 months overdue.

•

Analysis of comparative companies’ methodologies.

The change in the estimated credit loss rate was applied prospectively starting in the period of 2023. This change is based on the analysis conducted during the preparation of financial statements as of December 31, 2023, and is expected to provide a more accurate reflection of the Company’s credit risk.

As a result of this change in accounting estimate, the allowance for expected credit losses for accounts receivable as of December 31, 2023, is summarized below:

	Individual basis			Aging group basis			Total
Accounts receivable		$	1,991,596		$	31,949,487		$	33,941,083
Less: allowance for credit losses			(1,991,596)			(849,596)			(2,841,192)
Accounts receivable, net			—		$	31,099,891		$	31,099,891
Allowance Ratio			100%			2.7%			8.4%

For the year ended December 31, 2023, allowance for credit losses were provided if customers either had no new transactions with the Company for more than six months and had no subsequent collection during January 1, 2024 to April 30, 2024, or if they had accounts receivable with a long aging period over one year and had no subsequent collection during the period from January 1, 2024 to April 30, 2024.

The result of this change in technique did not have a material impact to the allowance for expected credit losses. The Company also does not expect this change to cause a material impact to the allowance for expected credit losses for future period.

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EXECUTIVE COMPENSATION OF BAIRD MEDICAL

Unless otherwise indicated or the context otherwise requires, references in this section to “we,” “our,” “us” and other similar terms refer to Baird Medical before the Business Combination.

To date, none of our directors or executive officers has received any compensation for services rendered to us. No compensation of any kind, including any finder’s fee, reimbursement, consulting fee or monies in respect of any payment of a loan, will be paid by us to our directors or executive officers or any affiliate of our directors or executive officers prior to, or in connection with any services rendered in order to effectuate, the consummation of the Business Combination.

Following the consummation of the Business Combination, PubCo intends to adopt a compensation program for its directors and executive officers that is designed to align compensation with PubCo’s business objectives and the creation of stockholder value, while enabling PubCo to attract, retain, incentivize and reward directors and executive officers who contribute to the long-term success of PubCo. That compensation program is expected to be based upon the compensation program currently utilized by Baird Medical, which is described below. However, it is unlikely that the precise amount or contours of the final compensation structure will be known prior to the consummation of the Business Combination, because the directors of the post-combination business will be responsible for determining director and officer compensation. Any compensation to be paid to PubCo’s directors and executive officers will be determined by PubCo’s compensation committee.

Executive Officers

Baird Medical has three senior executive officers, each of whom is also a director, bearing the title of Executive Director. Each of these Executive Directors, including our founder and Chief Executive Officer, Ms. Haimei Wu, had previously entered into a service contract with Baird Medical which would have become effective if the shares of Baird Medical had become publicly traded, and it is anticipated that PubCo will enter into similar service contracts which will take effect once the shares of PubCo become publicly traded following the Business Combination.

The terms and conditions of the Baird Medical service contracts with each of the Executive Directors are similar in all material respects. The service contracts are initially for a term of three years which would have commenced once the shares of Baird Medical had become publicly traded. Each of the Executive Directors of Baird Medical would have been entitled to a basic salary and a discretionary bonus on an annual basis as set out below (subject to an annual discretionary increase):

Name	Salary
Haimei Wu		RMB346,020.00
Wei Hou		RMB288,337.50
Quan Qiu		RMB248,820.00

The Executive Directors of Baird Medical are entitled to a bonus in respect of each financial year for an amount to be determined by the Baird Medical board of directors in its absolute discretion. The Executive Directors are entitled to certain benefits, including employer-provided contributions of social insurance and to a housing fund, commercial insurance and Company-paid medical examinations.

Directors

Baird Medical has four non-executive directors, three of whom are also independent directors. Each of these non-executive directors had previously entered into a letter of appointment with Baird Medical.

The terms and conditions of the Baird Medical letters of appointment are similar in all material respects. The letters of appointment are initially for a term of three years which would have commenced once the shares of Baird Medical had become publicly traded. Each non-executive director of Baird Medical who is also an independent director is entitled to an annual retainer in the amount of RMB180,000, but independent non-executive directors of Baird Medical are not paid any retainer.

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During the fiscal years ended December 31, 2021, 2022 and 2023, the aggregate compensation paid to all of the directors of Baird Medical (inclusive of the Executive Directors) was approximately RMB1.2 million, RMB1.3 million and RMB1.0 million, respectively. These amounts are inclusive of discretionary bonuses paid to the directors of Baird Medical in the amount of approximately RMB0.2 million, RMB0.3 million and RMB0.1 million for the fiscal years ended December 31, 2021, 2022 and 2023, respectively. Baird Medical also made contributions to pension schemes for the benefit of its directors, in the amount of approximately RMB0.1 million, RMB0.2 million and RMB0.2 million, for the fiscal years ended December 31, 2021, 2022 and 2023, respectively.

MANAGEMENT OF PUBCO AFTER THE BUSINESS COMBINATION

Executive Officers and Directors After the Business Combination

Name	Age	Position
Haimei Wu	42	Chairwoman of the Board of Directors and Chief Executive Officer
Wei Hou	54	Executive Director
Quan Qiu	31	Executive 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

Biographical Information About Baird Medical’s Directors

Ms. Haimei Wu co-founded Baide Suzhou in 2012 and has served as Baird Medical’s Chairwoman of the Board of Directors and a director of Baird Medical since January 2021, and as Baird Medical’s Chief Executive Officer since September 2021. Ms. Wu is mainly responsible for the overall corporate strategies and management of Baird Medical’s business operations and development. Ms. Wu has over 20 years of experience in the medical devices industry. Ms. Wu is currently a director and general manager of Baide Suzhou, an executive director and general manager of Nanjing Changcheng, an executive director of Henan Ruide, an executive director of Guoke Baide (Guangdong) Medical Co., Ltd. (“Guoke Baide”), each a subsidiary of Baird Medical. Haimei Wu also served as the executive director and general manager of Guangzhou Daokang Trading Co., Ltd., a company engaged in the sales of medical instruments, equipment and consumables in the PRC. Prior to founding Baide Suzhou, Haimei Wu served as a sales manager at Guangdong Taihua Medical instrument Co., Ltd. from January 2002 to June 2011, and as a sales manager at Guangdong Xintianran Pharmaceutical Co., Ltd., from July 2011 to October 2011. Haimei Wu graduated from Henan Province Xinyang Weisheng School with a specialty in anesthesia in July 2000. Ms. Wu completed advanced study in financial investment and capital operation at Graduate School at Shenzhen, Tsinghua University in 2016.

The Company believes that Ms. Wu is instrumental to the continued growth and development of the Company and is qualified to serve as a director of the Company due to her extensive experience in the medical device industry and her familiarity with the Company as its founder.

Mr. Wei Hou has served as a director of Baird Medical since September 2021. Mr. Wei Hou is primarily responsible for business development and management of Baird Medical’s operations. Mr. Wei Hou has over 28 years of experience in management and sales in the medical and pharmaceutical industry. Mr. Hou joined

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Baird Medical in March 2019 as the vice general manager and sales director of Baide Suzhou. Prior to joining Baird Medical, Mr. Hou served as the global sales general manager at Shanghai Aidisen International Mathematics Medical Equipment Co., Ltd., a company engaged in the sales of medical equipment, from June 2014 to December 2018. From January 2009 to May 2014, Mr. Hou served as the vice president at China Health Industry Investment Group, a company focused on investments in medical and pharmaceutical industries. Mr. Hou obtained an associate degree in thermal engineering from Chongqing University in the PRC in 1987 and a professional study diploma in economics from Party School of the Central Committee of the Chinese Communist Party in the PRC in 1994. Mr. Hou obtained a Master of Business Administration from China Europe International Business School in the PRC in April 2000.

The Company believes that Mr. Wei, with over 28 years of management and sales experience in the medical and pharmaceutical industries and having served as an executive in a top-ranked medical technology company in the PRC, is qualified to serve as a director of the Company due to his extensive experience in the operation and management of medical technology companies, as well as in the overseas medical device market, which will be crucial in leading the Company to the overseas market.

Ms. Quan Qiu has served as a director of Baird Medical since January 2021. Ms. Quan Qiu is primarily responsible for the supervision and coordination of Baird Medical’s operations. Mr. Quan Qiu joined Baide Suzhou in April 2013, and Mr. Qiu currently serves as assistant general manager of Baide Suzhou, an executive director and general manager of Guizhou Baiyuan, and an executive director of Hunan Baide. Ms. Qiu graduated in medicine operation and management from Guangdong Food and Drug Vocational College in the PRC in July 2013.

Since Ms. Quan Qiu joined the Company at its establishment, she has been promoted from a junior staff to assistant general manager through her efforts. In her roles with the Company, Ms. Quan Qiu has contributed to its management and development and has ensured its normal and orderly operation on a day-to-day basis. The Company believes that Ms. Quan Qiu is qualified to serve as a director of the Company due to her management and other experience with the Company.

Mr. Joseph Douglas Ragan III is expected to begin his service as a director of PubCo after the closing of the Business Combination. Mr. Ragan has served as ExcelFin’s CFO since March 2021 and as CEO since March 2023. Mr. Ragan is currently serving as the Chief Financial Officer for the Paper Excellence Group. Mr. Ragan also served as the Chairman of the Audit Committee of the Board of Directors for Sports Ventures Acquisition Corporation (Nasdaq — AKICU) from 2020 to 2022. Previously, from 2018 to 2019, Mr. Ragan served as Chief Financial Officer for Resideo/ Honeywell Homes, a leading global manufacturer of thermostats and security panels (NYSE — REZI). From 2013 to 2018, Mr. Ragan also served as Chief Financial Officer for Ferroglobe PLC (Nasdaq — GSM), the leading global manufacturer of metal alloys and other metallic products that was created through a merger of FerroAtlántica and Globe Specialty Metals. From 2008 to 2013, Mr. Ragan previously served as CFO at Boart Longyear (ASX — BLY), a publicly traded mining and manufacturing company, and UNICOM Government, Inc., previously known as GTSI, a publicly traded government contractor (Nasdaq — GTSI). Mr. Ragan holds an M.S. in Accounting from George Mason University and a B.S. in Accounting from The University of the State of New York. Mr. Ragan began his finance career with Deloitte, and is a licensed CPA in the Commonwealth of Virginia. Mr. Ragan also serves as President and Chairman of the Audit Committee of the Board of Directors for the nonprofit USA Judo.

The Company believes that Mr. Ragan is qualified to serve as a director of the Company due to his extensive financial experience as chief financial officer of several listed companies and large corporations and his experience as a licensed Certified Public Accountant (CPA).

Prof. Mingzhao Xing (Michael) has served as an independent director of Baird Medical since September 2022. Prof. Xing is currently the chairman of our compensation committee and members of both audit committee and nomination committee. Prof. Xing has served as a professor at Johns Hopkins University School of Medicine since October 2011 and the dean and professor of School of Medicine at Southern University of Science and Technology in the PRC since July 2019. Prof. Xing was elected as a member of Association of American Physicians in 2019. Prof. Xing was accredited the Paul W. Ladenson Thyroid Award by The Johns Hopkins University School of Medicine in 2017. Prof. Xing was Prof. Xing was accredited a

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Paul Starr Award by American Thyroid Association in September 2016 and was accredited an endocrine-related cancer award by the Society for Endocrinology, United Kingdom in March 2014. Prof. Xing graduated from the department of medicine of the Second Military Medical University in China in 1984 and received a Ph.D. in Physiology and Biophysics from Case Western Reserve University in 1993.

The Company believes that Prof. Xing’s research direction fits well with the Company’s main business of microwave ablation of the thyroid gland. The Company believes that Prof. Xing is qualified to serve as a director of the Company due to his vast experience in the treatment of thyroid diseases and medical resources in China and the United States, which the Company believes will play a significant role in assisting the Company’s strategic planning and development.

Prof. Jianguo Ma has served as an independent director of Baird Medical since September 2022. Prof. Ma is currently the chairman of our nomination committee and member of both our compensation committee and audit committee. Since September 2021, Prof. Ma has served as the associate dean of the School of Micro-nanoelectronics at Zhejiang University in the PRC. From October 2016 to August 2021, Prof. Ma served as a professor at the School of Computers at Guangdong University of Technology in the PRC. From October 2009 to October 2016, Prof. Ma served as the dean of the School of Electronic Information Engineering, Microelectronics and Qingdao Institute of Marine Engineering at Tianjin University in the PRC. Prof. Ma is a fellow of Institute of Electrical and Electronics Engineers (the “IEEE”) and vice-chairman of the IEEE on radio-frequency identification Standards Association. Prof. Ma obtained his bachelor’s degree in radio physics in 1982 and his master’s degree in radio physics in 1988 from Lanzhou University in the PRC, and his doctorate degree in engineering from the University of Duisburg-Essen in Germany in 1996.

The Company believes that Prof. Ma is qualified to serve as a director of the Company due to his extensive experience in electronic information engineering, which will assist in the research and development of the Company’s equipment and new products and its strategic planning and development.

Mr. Steven Thomas Halverson is expected to begin his service as a director of PubCo after the closing of the Business Combination. He is currently serving as a director of CSX Corporation (NASDAQ-CSX), Guidewell Mutual Holding Company, a leading health solutions company, Gilbane, Inc, a real estate and construction company, Acuren, a leading engineering company based in Edmonton, and InProduction, a national events management company based in Chicago. He is the retired Chairman and CEO of the Haskell Company, a large international integrated design-build-manufacturing organization, a position he held from 2000 to 2018. Prior to joining Haskell, Mr. Halverson was a Senior Vice President of the M.A. Mortenson Company, a $5 billion construction firm, and practiced law in Washington, DC, Virginia, and Minnesota representing large corporate clients on contract, insurance, products liability, and antitrust matters. Mr. Halverson received his Bachelor of Arts degree from St. John’s University, his Juris Doctorate degree from American University in Washington, D.C. and has completed executive business education at Dartmouth University, Wharton, and Berkeley Law School.

The Company believes that Mr. Halverson is qualified to serve as a director of the Company due to his extensive experience in the operation of listed companies and other large companies in the United States, which the Company believes will play an important role in assisting the Company’s proposed Nasdaq listing and operation in the United States.

Biographical Information About Baird Medical’s Non-Director Executive Officers

Mr. Rongjian Lu, the Co-chief Technical Officer for Baird Medical and the Deputy General Manager for Baide Suzhou, joined the Baird team in December 2021 and began full-time employment with Baird in January 2023. He has a Master’s Degree in Engineering, Electromechanical Control and Automation from the Nanjing University of Aeronautics and Astronautics and is also a lecturer at the Nanjing Forestry University.

Mr. Hailong Sun, the other Co-chief Technical Officer for Baird Medical and the manager of the technology department of Nanjing Changcheng, joined the Baird team in November 2018. He is a graduate of the Changzhou Information Technology College and served in engineering and mechanical design roles at other operating companies in China prior to joining Baird.

Mr. Kun Seng Ng, the Chief Financial Officer and Company Secretary of Baird Medical, joined the Baird team in September 2020. He has extensive work experience in accounting, auditing, and corporate finance,

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having worked at an international accounting firm and in finance-related roles at other listed companies before coming to Baird. He is a member of the Hong Kong Institute of Certified Public Accountants and has a Bachelor of the Arts in accountancy from The Hong Kong Polytechnic University.

Mr. Jianwei Yuan, Baird Medical’s Production Department Manager, joined the Baird team in August 2016 as the manager of the production department of Changcheng Nanjing. Prior to his time at Baird, he worked at Nanjing Jiexiong Medical Equipment Co., Ltd. and in the Nanjing Internal Combustion Engine Parts Factory.

Mr. Jin Xu, the manager of Baird Medical’s Quality Assurance Department, began his career at Baird in August 2016 at Changcheng Nanjing. Before joining the Baird team, he served as the quality control inspector for the Nanjing Jiexiong Medical Equipment Co., Ltd. He is a graduate of the Nanjing Vocational Institute of Mechatronic Technology, with a major in mechatronics.

Mr. Wei Xu, the manager of Baird Medical’s Merchandising Department, joined the Baird team in September 2016. Before his time at Baird, he worked as a technician at two other companies in Nanjing and later for the Nanjing Jiexiong Medical Equipment Co., Ltd. He is a graduate of the Jinlei Staff School of Nanjing (Gold Foil Group), with a major in mechatronics.

Controlled Company

Upon the completion of the Business Combination, Baird Medical will beneficially own 79.4% of our total issued and outstanding ordinary shares, representing 79.4% of the total voting power. As a result, we will be a “controlled company” as defined under the Nasdaq Listing Rules because Haimei Wu, our chief executive officer and chairperson of the board of directors, controls more than 50% of the voting power of Baird Medical which in turn controls more than 50% of the voting power for the election of directors of PubCo. As a “controlled company,” we are permitted to elect not to comply with certain corporate governance requirements. Currently, we do not expect to rely on the exemption from the corporate governance requirements under Nasdaq Listing Rules.

Board of Directors

Following the listing of the PubCo Ordinary Shares in connection with the closing of the Business Combination, the board of directors of PubCo will consist of seven directors, including three independent 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. PubCo expects that Messrs. Xing, Ma, and Halverson will qualify as independent directors. A director is not required to hold any shares in PubCo to qualify as a director.

A director of PubCo who is in any way, whether directly or indirectly, interested in a contract or arrangement or proposed contract or arrangement with PubCo is required to declare the nature of his or her interest at a board meeting of PubCo at which the question of entering into the contract or arrangement is first considered, if he knows his interest then exists, or in any other case at the first meeting of the board after he knows that he is or has become so interested. A general notice given to the board of directors by any director to the effect that (a) he is a member or officer of a specified company or firm and is to be regarded as interested in any contract or arrangement which may after the date of the notice be made with that company or firm or (b) he is to be regarded as interested in any contract or arrangement which may after the date of the notice be made with a specified person who is connected with him; shall be deemed a sufficient declaration of interest provided that no such notice shall be effective unless either it is given at a meeting of the board or the director takes reasonable steps to secure that it is brought up and read at the next board meeting after it is given. Following a declaration being made, subject to any separate requirement for audit committee approval under applicable law or the rules and regulations of NASDAQ, and unless qualified by the chairman of the relevant board meeting, a director may vote in respect of any contract or proposed contract or arrangement notwithstanding that he or she may be interested and may be counted in the quorum at such meeting.

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PubCo’s board of directors may exercise all of the powers of PubCo to borrow money, to mortgage or charge its undertaking, property and uncalled capital, or any part thereof, and to issue debentures, debenture stock or other securities whether outright or as collateral security for any debt, liability or obligation of PubCo or of any third party. None of PubCo’s directors has a service contract with PubCo that provides for benefits upon termination of service as a director.

Committees of the Board of Directors

PubCo will have in place an audit committee, a compensation committee and a nomination committee under its Board of Directors. Each committee’s members and functions are described below.

Audit Committee. PubCo’s audit committee is expected to initially consist of Prof. Mingzhao Xing (Michael), Prof. Jianguo Ma, and Mr. Steven Thomas Halverson. PubCo has determined that each of them satisfies the “independence” requirements of Rule 5605(c)(2) of the Nasdaq Listing Rules and meet the independence standards under Rule 10A-3 under the Exchange Act, as amended. PubCo has determined that Gary Meltzer qualifies as an “audit committee financial expert.” The audit committee oversees PubCo’s accounting and financial reporting processes and the audits of its financial statements. The audit committee is responsible for, among other things:

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establishing clear hiring policies for employees or former employees of the independent auditors;

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reviewing and recommending to PubCo’s board of directors for approval, the appointment, re-appointment or removal of the independent auditor, after considering its annual performance evaluation of the independent auditor;

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approving the remuneration and terms of engagement of the independent auditor and pre-approving all auditing and non-auditing services permitted to be performed by PubCo’s independent auditors at least annually;

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obtaining a written report from PubCo’s independent auditor describing matters relating to its independence and quality control procedures;

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reviewing with the independent registered public accounting firm any audit problems or difficulties and management’s response;

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discussing with PubCo’s independent auditor, among other things, the audits of the financial statements, including whether any material information should be disclosed, issues regarding accounting and auditing principles and practices;

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reviewing and approving all proposed related party transactions, as defined in Item 404 of Regulation S-K under the Securities Act;

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reviewing and recommending the financial statements for inclusion within PubCo’s quarterly earnings releases and to its board of directors for inclusion in its annual reports;

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discussing the annual audited financial statements with management and the independent registered public accounting firm;

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reviewing policies with respect to risk assessment and risk management;

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reviewing the adequacy and effectiveness of PubCo’s accounting and internal control policies and procedures and any special steps taken to monitor and control major financial risk exposures;

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periodically reviewing and reassessing the adequacy of the committee charter;

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approving annual audit plans, and undertaking an annual performance evaluation of the internal audit function;

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establishing and overseeing procedures for the handling of complaints and whistleblowing;

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meeting separately and periodically with management, the internal auditors and the independent registered public accounting firm;

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monitoring compliance with PubCo’s code of business conduct and ethics, including reviewing the adequacy and effectiveness of its procedures to ensure proper compliance;

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reporting periodically to PubCo’s board of directors; and

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such other matters that are specifically delegated to PubCo’s audit committee by PubCo’s board of directors from time to time.

Compensation Committee. PubCo’s compensation committee is expected to initially consist of Prof. Mingzhao Xing (Michael), Prof. Jianguo Ma, and Mr. Steven T. Halverson, and to be chaired by Prof. Mingzhao Xing (Michael). PubCo has determined that each of Prof. Mingzhao Xing (Michael), Prof. Jianguo Ma, and Mr. Steven Thomas Halverson satisfies the “independence” requirements of Rule 5605(c)(2) of the Nasdaq Listing Rules. The compensation committee assists the board of directors in reviewing and approving the compensation structure, including all forms of compensation, relating to PubCo’s directors and executive officers. PubCo’s chief executive officer may not be present at any committee meeting during which their compensation is deliberated upon. The compensation committee is responsible for, among other things:

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reviewing and evaluating PubCo’s executive compensation and benefits policies generally;

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reviewing and recommending any incentive compensation or equity plans, programs or other similar arrangements;

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periodically reviewing and reassessing the adequacy of the committee charter;

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selecting compensation consultant, legal counsel or other adviser only after taking into consideration all factors relevant to that person’s independence from management;

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reporting periodically to PubCo’s board of directors; and

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such other matters that are specifically delegated to the compensation committee by PubCo’s board of directors from time to time.]

Nominating and Corporate Governance Committee. PubCo’s nomination committee is expected to initially consist of Prof. Mingzhao Xing (Michael), Prof. Jianguo Ma, and Mr. Steven Thomas Halverson, and to be chaired by Prof. Jianguo Ma. PubCo has determined that each of Prof. Mingzhao Xing (Michael), Prof. Jianguo Ma, and Mr. Steven Thomas Halverson satisfies the “independence” requirements of Rule 5605(c)(2) of the Nasdaq Listing Rules. The nominating and corporate governance committee will assist the board of directors in selecting individuals qualified to become PubCo’s directors and in determining the composition of the board of directors and its committees. The nominating and corporate governance committee will be responsible for, among other things:

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recommending nominees to PubCo’s board of directors for election or re-election to PubCo’s board of directors, or for appointment to fill any vacancy or newly created directorships on PubCo’s board of directors;

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reviewing periodically with PubCo’s board of directors the current composition of PubCo’s board of directors regards to characteristics such as judgment, experience, expertise, diversity and background;

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recommending to PubCo’s board of directors such criteria with respect to nomination or appointment of members of its board of directors and chairs and members of its committees or other corporate governance matters as may be required pursuant to any SEC or Nasdaq rules, or otherwise considered desirable and appropriate;

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recommending to PubCo’s board of directors the names of directors to serve as members of the audit committee and the compensation committee, as well as of the nominating and corporate governance committee itself;

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periodically and reassessing the adequacy of the committee charter;

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overseeing compliance with the corporate governance guidelines and code of business conduct and ethics; and

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overseeing and leading the self-evaluation of PubCo’s board of directors in its performance and effectiveness as a whole.

Duties of Directors

Under Cayman Islands law, PubCo’s directors owe fiduciary duties to PubCo, including a duty of loyalty, a duty to act honestly and a duty to act in what they consider in good faith to be in PubCo’s best interests.

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PubCo’s directors must also exercise their powers only for a proper purpose. PubCo’s directors also owe to PubCo a duty to act with skill and care. It was previously considered that a director need not exhibit in the performance of his duties a greater degree of skill than may reasonably be expected from a person of his knowledge and experience. However, English and Commonwealth courts have moved towards an objective standard with regard to the required skill and care and these authorities are likely to be followed in the Cayman Islands. In fulfilling their duty of care to PubCo, PubCo’s directors must ensure compliance with PubCo’s memorandum and articles of association, as may be amended and restated from time to time. PubCo has the right to seek damages if a duty owed by its directors is breached. In limited exceptional circumstances, a shareholder may have the right to seek damages in PubCo’s name if a duty owed by PubCo’s directors is breached. The functions and powers of PubCo’s board of directors include, among others, (i) convening shareholders’ annual and extraordinary general meetings and reporting its work to shareholders at such meetings, (ii) declaring dividends, (iii) appointing officers and determining their terms of offices and responsibilities, and (iv) approving the transfer of shares of PubCo, including the registering of such shares in PubCo share register.

Foreign Private Issuer Status

As a foreign private issuer, PubCo will be exempt from the rules under the Exchange Act requiring the furnishing and content of proxy statements, and its officers, directors and principal shareholders will be exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. In addition, PubCo will not be required under the Exchange Act to file quarterly periodic reports and financial statements with the SEC as frequently or as promptly as U.S. domestic issuers, and will not be required to disclose in its periodic reports all of the information that U.S. domestic issuers are required to disclose. PubCo will also be permitted to follow corporate governance practices in accordance with Cayman Islands law in lieu of most of the corporate governance rules set forth by Nasdaq. As a result, PubCo’s corporate governance practices differ in some respects from those required to be followed by U.S. companies listed on a national securities exchange.

Corporate Governance Practices and Foreign Private Issuer Status

PubCo is a foreign private issuer within the meaning of the rules under the Exchange Act and, as such, PubCo is permitted to follow the corporate governance practices of its home country, the Cayman Islands, in lieu of the corporate governance standards of Nasdaq applicable to U.S. domestic companies. For example, 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 Ordinary Shares. Accordingly, after the Business Combination, if you continue to hold PubCo 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 PubCo that it does follow, PubCo cannot give assurances that it will continue to follow such corporate governance requirements in the future, and may therefore in the future, 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 committee, a nominating or a 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.

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PubCo also intends to rely on this “foreign private issuer exemption” with respect to the quorum requirement for shareholder meetings and with respect to Nasdaq shareholder approval rules. Whereas under the corporate governance rules of Nasdaq, a quorum requires the presence, in person or by proxy, of holders of at least 331∕3% of the total issued and outstanding voting power of our shares at each general meeting, pursuant to the Post-Closing PubCo Governing Documents to be effective immediately prior to the listing of the PubCo Ordinary Shares, the quorum required for a general meeting will consist of at least two (2) shareholders entitled to vote and present in person or by proxy or (in the case of a shareholder being a corporation) by its duly authorized representative representing not less than one-third in nominal value of the total issued voting shares.

Independence of Directors

As a result of the PubCo Ordinary Shares being listed on Nasdaq following consummation of the Business Combination, PubCo will adhere to the rules of Nasdaq in determining whether a director is independent. The board of directors of PubCo has consulted, and will consult, with its counsel to ensure that the board’s determinations are consistent with those rules and all relevant securities and other laws and regulations regarding the independence of directors. The Nasdaq listing standards define an “independent director” as a person, other than an executive officer of a company or any other individual having a relationship which, in the opinion of the issuer’s board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

Upon consummation of the Business Combination, Haimei Wu will be appointed as Chairwoman of the Board and Chief Executive Officer of PubCo.

Corporate Governance Practices

As a foreign private issuer, PubCo may generally follow home country practice with respect to certain matters of corporate governance in lieu of the comparable governance provisions of the Nasdaq Listing Rules, except for certain matters including the composition and responsibilities of the audit committee and the independence of its members within the meaning of the rules and regulations of the SEC.

PubCo intends to follow home country practice in lieu of Nasdaq corporate governance requirements with respect to the following Nasdaq requirements:

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Executive Sessions. We will not be required to and, in reliance on home country practice, we may not, comply with certain Nasdaq rules requiring PubCo’s independent directors to meet in regularly scheduled executive sessions at which only independent directors are present. PubCo will follow Cayman Islands practice which does not require independent directors to meet regularly in executive sessions separate from the full board of directors.

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Proxy Statements. We will not be required to and, in reliance on home country practice, we may not, comply with certain Nasdaq rules regarding the provision of proxy statements for general meetings of shareholders. PubCo will follow Cayman Islands practice which does not impose a regulatory regime for the solicitation of proxies.

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Shareholder Approval. PubCo will not be required to and, in reliance on home country practice, it does not intend to, comply with certain Nasdaq rules regarding shareholder approval for certain issuances of securities under Nasdaq Rule 5635. In accordance with the provisions of the Post-Closing PubCo Governing Documents, PubCo’s board of directors is authorized to issue securities, including ordinary shares, warrants and convertible notes.

Baird Medical 2024 Stock Incentive Plan

Prior to the consummation of the Business Combination, the PubCo Board is expected to approve the adoption of the Baird Medical 2024 Stock Incentive Plan, subject to approval by Baird Medical as the sole shareholder of PubCo (prior to the closing of the Business Combination) as required by the terms of the Business Combination Agreement.

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Director Compensation

Following the consummation of the Business Combination, PubCo intends to adopt a board of directors’ compensation program that is designed to align compensation with PubCo’s business objectives and the creation of stockholder value, while enabling PubCo to attract, retain, incentivize and reward directors who contribute to the long-term success of PubCo. That compensation program is expected to consist of, for each director of PubCo, as follows: Independent directors are expected to receive an annual retainer of RMB180,000 per year each in compensation, and executive directors are expected to receive between approximately RMB420,000 and RMB550,000 per year each in compensation, inclusive of expected salary, bonus, and pension contributions, depending on their position.

Post-Business Combination Executive Compensation

Following the consummation of the Business Combination, the Compensation Committee of PubCo may develop an executive compensation program that is designed to align compensation with PubCo’s business objectives and the creation of stockholder value, while enabling PubCo to attract, retain, incentivize and reward individuals who contribute to the long-term success of PubCo. Decisions on the executive compensation program will be made by the Compensation Committee.

The Compensation Committee will assist the PubCo Board in carrying out its responsibilities with respect to director and officer remuneration, including by making recommendations to the PubCo Board with respect to executive compensation, determining the individual remuneration and benefits package of the executive officers of PubCo and recommending and monitoring the remuneration of management below the level of the PubCo Board.

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CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

ExcelFin’s Related Person Transactions

In March 2021, our sponsor purchased 5,750,000 founder shares for an aggregate purchase price of $25,000, or approximately $0.004 per share. Our initial stockholders collectively own 73% of our issued and outstanding shares of common stock as of December 31, 2023 and June 30, 2024. The founder shares will be worthless if we do not complete an initial business combination and our sponsor and members of our board of directors acquired founder shares for approximately $0.004 per share and we sold units at a price of $10.00 per unit in our IPO; as a result, our sponsor and members of our board of directors could make a substantial profit after the initial business combination even if public investors experience substantial losses and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination.

On April 13, 2023, ExcelFin held a special meeting of stockholders (the “First Extension Meeting”) to vote on a proposal to extend the Combination Period 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 Combination Period 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. On April 25, 2024, the Company held a special meeting of stockholders (the “Third Extension Meeting”) to vote on a proposal to extend the Combination Period from April 25, 2024 to July 25, 2024 (the “Third Extension Amendment Proposal”), and the stockholders approved the Third Extension Amendment Proposal at that meeting. On July 24, 2024, ExcelFin held a special meeting of stockholders (the “Fourth Extension Meeting”) to vote on a proposal to extend the Combination Period from July 25, 2024 to December 25, 2024 (the “Fourth Extension Amendment Proposal”). In connection with the vote to approve the Fourth Extension Amendment Proposal, the holders of 705,330 shares of ExcelFin’s Class A common stock (representing 46% of the shares of Class A common stock then outstanding) properly exercised their rights to redeem their shares for cash. In connection with those four redemptions, approximately $231.7 million was withdrawn from the trust account to fund such redemptions, leaving a balance of approximately $9.0 million. ExcelFin subsequently deposited approximately $25,000 into the Trust Account as was required to effect the first one-month extension approved as part of the Fourth Extension Amendment Proposal.

In connection with the First Extension Meeting, the Company 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 (or to validly rescind any redemption requests on) an aggregate of 5,020,000 shares of ExcelFin Class A Common Stock (“Non-Redeemed Shares”) in connection with the First Extension Meeting. In exchange for the foregoing commitments, the Sponsor has agreed to transfer an aggregate of 1,250,000 shares of ExcelFin Class A Common Stock held by the Sponsor to such third parties immediately following consummation of an initial business combination provided such parties continue to hold such Non-Redeemed Shares through the First Extension Meeting. Following the First Extension Meeting, the Company determined that holders of only 4,788,792 shares of ExcelFin Class A Common Stock did not submit their shares for redemptions. Because the bulk of the shares tendered or not tendered are held indirectly through brokerage and other accounts, it is not clear which parties who agreed not to tender their shares did in fact tender those shares.

On October 25, 2023, the Sponsor, which held of record 5,750,000 founder shares, 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.

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Our sponsor has purchased an aggregate of 11,700,000 private placement warrants at a price of $1.00 per warrant ($11,700,000 in the aggregate) in a private placement that closed simultaneously with the closing of our IPO. In order to extend the completion window from 18 to 21 months, our sponsor has the option to purchase 2,300,000 private placement warrants at any time following the closing of our IPO and prior to the consummation of our initial business combination at a purchase price of $1.00 per private placement warrant. These warrants will have the same terms and conditions as the private placement warrants issued at the closing of our IPO. Each private placement warrant may be exercised for one share of ExcelFin Class A Common Stock at a price of $11.50 per share, subject to adjustment as provided herein. The private placement warrants (including the shares of ExcelFin Class A Common Stock issuable upon exercise of the private placement warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by it until 30 days after the completion of our initial business combination. 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 Sponsor Earnout Shares) in exchange for its founder shares from which the Sponsor may recover its investment in the private placement warrants.

In May 2021, each of our independent directors, Jennifer Hill, Gary Meltzer and Neil Wolfson, and each of our advisors, Alka Gupta and Brady Dougan, acquired an equity interest in our sponsor, which owns all of the outstanding founder shares. Consequently, these individuals may benefit (similarly to our sponsor) from any increase in value of the founder shares owned by our sponsor.

As more fully discussed in “Management — Conflicts of Interest,” if any of our directors or officers becomes aware of a business combination opportunity that falls within the line of business of any entity to which he or she has then-current fiduciary or contractual obligations, he or she may be required to present such business combination opportunity to such entity prior to presenting such business combination opportunity to us. Our directors and officers currently have certain relevant fiduciary duties or contractual obligations that may take priority over their duties to us.

We entered into an Administrative Services Agreement with an affiliate of our sponsor, pursuant to which we will pay a total of $10,000 per month for office space, administrative and support services to such affiliate. Upon completion of our initial business combination or our liquidation, we will cease paying these monthly fees. Accordingly, in the event the consummation of our initial business combination takes 18 months, an affiliate of our sponsor will be paid a total of $180,000 ($10,000 per month) for office space, administrative and support services and will be entitled to be reimbursed for any out-of-pocket expenses. During each of the years ended December 31, 2023 and December 31, 2022, the Company recorded $120,000 for services under the administrative services agreement. As of December 31, 2023 and 2022, the total outstanding amounts due to this related party was $322,724 and $201,058, respectively, and is included within the due to related parties on the accompanying balance sheets.

We entered into a Financial Services Agreement pursuant to which we will pay Fin VC, an affiliate of our sponsor, a total of $112,500 per quarter for consulting, legal, accounting and diligence services. Upon completion of our initial business combination or our liquidation, the Financial Services Agreement will terminate, and we will cease paying these quarterly fees upon the earlier of December 31, 2022 or completion of the business combination. Accordingly, the expected maximum expenses associated with this arrangement is $787,500 for consulting, legal, accounting and diligence services. This agreement terminated on December 31, 2022.

Our sponsor has agreed to loan us up to $300,000 under an unsecured promissory note to be used for a portion of the expenses of our IPO. During the period ended December 31, 2021, we borrowed $300,000 under such promissory note. The value of our sponsor’s interest in this loan transaction corresponds to the principal amount outstanding under any such loan. As of October 25, 2021, the promissory note was converted into a working capital loan, payable upon the earlier of the closing of a business combination or April 25,

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2023. In the event that a business combination does not close, we may use a portion of proceeds held outside the trust account to repay the working capital loan but no proceeds held in the trust account would be used to repay the working capital loan.

In addition, in order to finance transaction costs in connection with an intended initial business combination, our sponsor or an affiliate of our sponsor or certain of our directors and officers may, but are not obligated to, loan us funds as may be required. If we complete our initial business combination, we may repay such loaned amounts out of the proceeds of the trust account released to us. Otherwise, such loans may be repaid only out of funds held outside the trust account. In the event that our initial business combination does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from our trust account would be used to repay such loaned amounts. Up to $1,500,000 of such loans may be convertible into warrants at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the private placement warrants issued to our sponsor. The terms of such loans, if any, will be subject to the approval of our audit committee. We do not expect to seek loans from parties other than our sponsor or an affiliate of our sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver of any and all rights to seek access to funds in our trust account.

After our initial business combination, members of our management team who remain with us may be paid consulting, management or other fees from the combined company with any and all amounts being fully disclosed to our stockholders, to the extent then known, in the tender offer or proxy solicitation materials, as applicable, furnished to our stockholders. It is unlikely the amount of such compensation will be known at the time of distribution of such tender offer materials or at the time of a stockholder meeting held to consider our initial business combination, as applicable, as it will be up to the directors of the post-combination business to determine executive officer and director compensation.

We have entered into a registration rights agreement with respect to the founder shares, private placement warrants and warrants issued upon conversion of working capital loans (if any), which is described under the heading “Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters — Registration Rights.”

Baird Medical’s Related Person Transactions

•

In 2023, three of Baird Medical’s preference shares holders elected to exercise their right to require Baird Medical, Haimei Wu and certain of the Key Baird Medical Shareholders, on a joint and several basis, to repurchase or purchase 100% of their preference shares (such holders, the “Electing Preference Shares Holders”). As a result, (i) in April 2023, Baird Medical paid (on behalf of Wu Haimei) RMB 10,000,000, and on June 30, 2023, Baird Medical paid (on behalf of Haimei Wu) $683,638.21 and Haimei Wu paid $499,994.24, in each case, to one Electing Preference Shares Holder as total consideration for the purchase by Haimei Wu of 192,411 Preference Shares, and (ii) on June 30, 2023, Grand Fortune Capital (HK) Company Limited, an affiliate of GFC, purchased the remaining 641,371 preference shares held by the same Electing Preference Shares Holder for total consideration of $8,712,178.41. The other two Electing Preference Shares Holders’ repurchase requests remain outstanding.

•

The Company’s use of its Taicang Plant is conducted pursuant to a sublease agreement to which certain affiliated entities are parties.

•

In addition, the Company is party to a Subscription Agreement dated June 30, 2021, and certain of its affiliates, as well as a Shareholders’ Agreement, dated July 5, 2021, by and among Baird Medical, the

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Company, Baide Medical Investment Company Limited, Haimei Wu, and certain additional subsidiaries and investors.

PubCo’s board of directors intends to authorize the audit committee to review and approve all material related party transactions. Under the laws of the Cayman Islands, PubCo’s directors owe fiduciary duties to PubCo, including a duty to act honestly, a duty to act in what they consider in good faith to be in the best interest of PubCo. PubCo’s directors also have a duty to act with skill and care. It was previously considered that a director need not exhibit in the performance of his duties a greater degree of skill than may reasonably be expected from a person of his knowledge and experience. However, English and Commonwealth courts have moved towards an objective standard with regard to the required skill and care and these authorities are likely to be followed in the Cayman Islands. Nevertheless, PubCo may have achieved more favorable terms if such transactions had not been entered into with related parties and these transactions, individually or in the aggregate, may have an adverse effect on PubCo’s business and results of operations or may result in government enforcement actions or other litigation.

Related Person Transactions Policy Following the Business Combination

Upon consummation of the Business Combination, it is anticipated that the PubCo board of directors will adopt a written Related Person Transactions Policy that sets forth PubCo’s policies and procedures regarding the identification, review, consideration and oversight of “related person transactions.” For purposes of PubCo’s policy only, a “related person transaction” is a transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships) in which PubCo or any of its subsidiaries are participants involving an amount that exceeds $120,000, in which any “related person” has a material interest.

Transactions involving compensation for services provided to PubCo as an employee, consultant or director will not be considered related person transactions under this policy. A related person is any executive officer, director, nominee to become a director or a holder of more than 5% of any class of PubCo’s voting securities, including any of their immediate family members and affiliates, including entities owned or controlled by such persons.

Under the policy, the related person in question or, in the case of transactions with a holder of more than 5% of any class of PubCo’s voting securities, an officer with knowledge of a proposed transaction, must present information regarding the proposed related person transaction to PubCo’s audit committee (or, where review by PubCo’s audit committee would be inappropriate, to another independent body of the PubCo Board) for review. To identify related person transactions in advance, PubCo will rely on information supplied by PubCo’s executive officers, directors and certain significant shareholders. In considering related person transactions, PubCo’s audit committee will take into account the relevant available facts and circumstances, which may include, but are not limited to:

•

the potential conflicts with the interests of PubCo;

•

the risks, costs, and benefits to PubCo;

•

the impact on a director’s independence in the event the related person is a director, immediate family member of a director or an entity with which a director is affiliated;

•

the terms of the transaction;

•

the availability of other sources for comparable services or products; and

•

the terms available to or from, as the case may be, unrelated third parties.

PubCo’s audit committee will approve only those transactions that it determines are fair to us and in PubCo’s best interests. All of the transactions described above were entered into prior to the adoption of such policy.

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DESCRIPTION OF SECURITIES OF PUBCO

PubCo is a Cayman Islands exempted company and its affairs are governed by its memorandum and articles of association, as amended from time to time, and the Companies Act (As Revised) of the Cayman Islands, which is referred to as the Companies Act below, and the common law of Cayman Islands.

PubCo will adopt the Post-Closing PubCo Governing Documents, which will become effective and replace its current memorandum and articles of association in its entirety immediately prior to the listing of the PubCo Ordinary Shares. The following are summaries of certain material provisions of the Post-Closing PubCo Governing Documents insofar as they relate to the material terms of the PubCo Ordinary Shares. The Post-Closing PubCo Governing Documents are attached as an exhibit to the registration statement of which this proxy statement/prospectus is a part of and incorporated herein by reference. You are encouraged to read the relevant provisions of the Companies Act and the Post-Closing PubCo Governing Documents as they relate to the following summary.

Authorized Share Capital

As of the date of this proxy statement/prospectus, PubCo’s authorized share capital is US$50,000 divided into 500,000,000 ordinary shares of a par value of $0.0001 each.

As of the close of business on August 22, 2024, PubCo had 6,583,986 PubCo Ordinary Shares issued and outstanding. Upon the completion of the Business Combination, assuming there are no additional redemptions by ExcelFin’s public stockholders, PubCo will issue approximately 20,715,358 PubCo Ordinary Shares in connection with the Business Combination, excluding Earnout Shares, PubCo Ordinary Shares issuable pursuant to the PubCo Warrants and PubCo Ordinary Shares issuable under the Baird Medical Incentive Plan.

Ordinary Shares

General

All of PubCo Ordinary Shares to be issued pursuant to the Business Combination Agreement will be issued as fully paid or credited as fully paid and non-assessable (which term when used herein means that no further sums are required to be paid by the holders thereof in connection with the issue thereof). PubCo Ordinary Shares are issued in registered form, and are issued when registered in PubCo’s register of members. PubCo’s shareholders who are non-residents of the Cayman Islands may freely hold and vote their shares.

Dividends

The holders of PubCo Ordinary Shares are entitled to such dividends as may be declared by PubCo’s board of directors. Under Cayman Islands law, dividends may be declared and paid out of funds legally available therefor, namely out of profit or share premium, provided that in no circumstances may PubCo pay a dividend out of share premium if this would result in PubCo being unable to pay its debts as they fall due in the ordinary course of business.

Under Cayman Islands law, PubCo must keep a register of members and there will be entered therein:

•

the names and addresses of the members with a statement of the shares held by each member, and the statement shall (i) distinguish each share by its number (so long as the share has a number); (ii) confirm the amount paid or agreed to be considered as paid on the shares of each member; (iii) confirm the number and category of shares held by each member; (iv) confirm whether each relevant category of shares held by a member carries voting rights under the articles of association of PubCo, and if so, whether such voting rights are conditional;

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the date on which the name of any person was entered on the register as a member; and

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the date on which any person ceased to be a member.

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Under Cayman Islands law, the register of members of PubCo is prima facie evidence of any matters by the Companies Act directed or authorized to be inserted therein.

Voting Rights

Voting at any meeting of shareholders of PubCo is by show of hands unless a poll is demanded. A poll may be demanded by:

•

the chairperson of such meeting;

•

by at least three shareholders present in person or by proxy or (in the case of a shareholder being a corporation) by its duly authorised representative for the time being entitled to vote at the meeting;

•

by shareholder(s) present in person or by proxy or (in the case of a shareholder being a corporation) by its duly authorised representative representing not less than one-tenth of the total voting rights of all shareholders having the right to vote at the meeting; and

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by shareholder(s) present in person or by proxy or (in the case of a shareholder being a corporation) by its duly authorised representative and holding shares in PubCo conferring a right to vote at the meeting being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all shares conferring that right.

An ordinary resolution to be passed at a meeting by the shareholders of PubCo requires the affirmative vote of a simple majority of the votes attaching to the PubCo Ordinary Shares cast at a meeting, while a special resolution requires the affirmative vote of no less than two-thirds of the votes cast attaching to the issued and outstanding PubCo Ordinary Shares at a meeting. A special resolution will be required for important matters such as a change of name, making changes to the Post-Closing PubCo Governing Documents, a reduction of share capital and the winding up of PubCo. Shareholders of PubCo may, among other things, divide or combine their shares by ordinary resolution.

General Meetings of Shareholders. As a Cayman Islands exempted company, PubCo is not obliged by the Companies Act to call shareholders’ annual general meetings. The Post-Closing PubCo Governing Documents provide that PubCo shall, if required by the Companies Act, in each year hold a general meeting as its annual general meeting, and shall specify the meeting as such in the notices calling it. An annual general meeting shall be held at such time and place as may be determined by the directors of PubCo in accordance with the rules of Nasdaq, unless Nasdaq does not require the holding of an annual general meeting. General meetings, including annual general meetings, may be held at such times and in any location in the world as may be determined by the board of directors of PubCo. A general meeting or any class meeting may also be held by means of such telephone, electronic or other communication facilities as to permit all persons participating in the meeting to communicate with each other, and participation in such a meeting constitutes presence at such meeting.

Shareholders’ general meetings may be convened by the chairperson of the board of directors or by a majority of the board of directors of PubCo. Advance notice of not more than sixty nor less than ten clear days is required for the convening of an annual general shareholders’ meeting (if any) and any other general meeting of shareholders. A quorum required for any general meeting of shareholders consists of two shareholders entitled to vote and present in person or by proxy or (in the case of a shareholder being a corporation) by its duly authorised representative representing not less than one-third in nominal value of the total issued voting shares in PubCo throughout the meeting.

The Companies Act does not provide shareholders with any right to requisition a general meeting or to put any proposal before a general meeting.

	PAGE
INDEX TO FINANCIAL STATEMENTS		F-1
ANNEXES
A — Business Combination Agreement		A-1
A – 2 — First Amendment to Business Combination Agreement		A-2-1
A – 3 — Second Amendment to Business Combination Agreement		A-3-1
A – 4 — Third Amendment to Business Combination Agreement		A-4-1
A – 5 — Fourth Amendment to Business Combination Agreement		A-5-1
B — Form of Amended and Restated Memorandum and Articles of Association of PubCo		B-1
C — Frost & Sullivan Report		C-1
D — Fairness Opinion of Houlihan Capital		D-1

Consolidated Balance Sheets Data:	As of December 31, 2023			As of December 31, 2022
ASSETS
Cash		$	1,510,484		$	1,710,926
Accounts receivable, net			31,099,891			24,371,640
Prepayments, net			5,814,691			5,799,084
Inventories			1,142,569			1,293,249
Due from related parties			394,582			391,718
Deposits and other assets, net			120,485			196,999
Total non-current assets			16,625,687			8,853,913
Total assets			56,708,389		$	42,617,529
Total current liabilities			18,975,434			16,022,891
Total non-current liabilities			2,025,700			816,878
Total Baird Medical Investment Holdings Limited’s Shareholders’ Equity			35,750,644			25,933,354
Non-controlling interests			(43,389)			(155,594)
Total Liabilities and Equity		$	56,708,389		$	42,617,529

Balance Sheet Data:	As of December 31, 2023		As of December 31, 2022
Total current assets		117,538		809,406
Total assets		24,122,641		238,544,571
Total liabilities		11,938,411		10,446,802
Class A Common Stock subject to possible redemption		23,750,019		236,903,730
Total Stockholders’ Deficit		(11,565,789)		(8,805,961)

			ExcelFin Charter			PubCo Post-Closing PubCo Governing Documents
						(b) four of which (collectively, the “Baird Directors”) shall be appointed by Baird Medical (or its affiliates) by written notice to PubCo (without further resolutions of the board or shareholders) provided, that the number of Baird Directors that Baird Medical shall be entitled to appoint shall increase or decrease, as applicable, in proportion to the number of shares beneficially owned by Baird Medical (and its affiliates) divided by the total number of shares issued and outstanding, rounded down to the nearest whole number of directors;
						(c) two of which shall be nominated and elected in accordance with the terms of the Post-Closing PubCo Governing Documents.
						Subject to the above, PubCo may by ordinary resolution of shareholders elect any person to be a director either to fill a casual vacancy or as an addition to the existing board; and the directors of PubCo shall have the power from time to time and at any time to appoint any person as a director to fill a casual vacancy on the board or as an addition to the existing board subject to compliance with director nomination procedures required under the rules and regulations of Nasdaq, the SEC and/or any other competent regulatory authority as long as shares are listed on Nasdaq, unless the board resolves to follow any available exceptions or exemptions.

Income Statement Data:	For the Year Ended December 31, 2023		For the Year Ended December 31, 2022
Net revenue		—		—
Total operating expenses		7,240,527		2,044,669
Total other income		4,938,218		3,288,133
Net income (loss)		(3,287,521)		623,118

	Target Group (Historical)		ExcelFin (Historical)		Assuming Minimum Redemption		Assuming Maximum Redemption
Weighted average shares outstanding – Common stock		29,412		—		36,123		36,319
Basic and diluted net income per share – Common stock		0.36		—		0.04		0.04
Weighted average shares outstanding – Class A and Class B Common Stock subject to redemption		—		9,417		—		—
Basic and diluted net income per share – Class A and Class B Common Stock subject to redemption		—		(0.22)		—		—
Weighted average shares outstanding – Class A and Class B Common Stock		—		5,750		—		—
Basic and diluted net income per share – Class A and Class B Common Stock		—		(0.22)		—		—