UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): September 5, 2024
ExcelFin Acquisition Corp.
(Exact name of registrant as specified in its
charter)
| Delaware |
|
001-40933 |
|
86-2933776 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer Identification
No.) |
100 Kingsley Park Drive
Fort Mill, South Carolina |
|
29715 |
| (Address of principal executive offices) |
|
(Zip Code) |
(917) 209-8581
(Registrant’s telephone number, including
area code)
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
x Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Securities
Exchange Act of 1934:
| Title of each class |
|
Trading
Symbol(s) |
|
Name of each exchange on
which
registered |
| Units,
each consisting of one share of Class A common stock and one-half of one redeemable warrant |
|
XFINU |
|
The Nasdaq Stock Market |
| Class
A common stock, par value $0.0001 per share |
|
XFIN |
|
The Nasdaq Stock Market |
| Redeemable
warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 |
|
XFINW |
|
The Nasdaq Stock Market |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ¨
Item 7.01. Regulation
FD Disclosure.
On June 26, 2023, ExcelFin Acquisition Corp. (“ExcelFin”),
Betters Medical Investment Holdings Limited (“Betters”), Baird Medical Investment Holdings Limited (“PubCo”),
Betters Medical Merger Sub, Inc. (“Merger Sub”) and Tycoon Choice Global Limited (“Tycoon”), entered into
a Business Combination Agreement (as amended to date, the “Business Combination Agreement”). On September 5, 2024, the
Registration Statement on Form F-4 filed by PubCo with respect to the Business Combination Agreement (Registration No. 333-274114)
was declared effective by the SEC.
Furnished herewith as Exhibit 99.1 and incorporated
herein by reference is a Press Release issued by ExcelFin and Betters on September 5, 2024 with respect to the transactions described
in the Business Combination Agreement (the “Transactions”).
The information set forth in this Item 7.01, including
the exhibits attached hereto, is intended to be furnished and shall not be deemed “filed” for purposes of Section 18
of the U.S. Securities Exchange Act of 1934, as amended (“Exchange Act”), or otherwise be subject to the liabilities of that
section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange Act.
Additional Information and Where to Find It
In
connection with the proposed Transactions, PubCo has filed with the SEC a registration statement on Form F-4 (Registration
No. 333-274114), which includes a proxy statement/prospectus and other relevant documents, which will be both the proxy statement
to be distributed to ExcelFin’s stockholders in connection with ExcelFin’s solicitation of proxies for the vote by ExcelFin’s
stockholders with respect to the proposed business combination and other matters as may be described in the registration statement, as
well as the prospectus relating to the offer and sale of the securities of PubCo to be issued in connection with the business combination.
STOCKHOLDERS OF EXCELFIN ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS
THERETO AND ANY DOCUMENTS INCORPORATED BY REFERENCE THEREIN) AND OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE PROPOSED TRANSACTIONS
THAT PUBCO AND EXCELFIN WILL FILE WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTIONS AND THE PARTIES TO THE PROPOSED TRANSACTIONS. Stockholders and investors may obtain free copies of the proxy statement/prospectus
and other relevant materials and other documents filed by PubCo and ExcelFin at the SEC’s website at www.sec.gov. Copies of the
proxy statement/prospectus and the filings incorporated by reference therein may also be obtained, without charge, on ExcelFin’s
website at www.excelfinacquisitioncorp.com or by directing a request to: ExcelFin Acquisition Corp., 100 Kingsley Park Drive, Fort Mill,
South Carolina 29715.
Participants in Solicitation
Each of PubCo, ExcelFin and Betters and their respective
directors, executive officers and certain employees, may be deemed, under SEC rules, to be participants in the solicitation of proxies
in respect of the proposed Transactions. Information regarding ExcelFin’s directors and executive officers, PubCo, Betters and the
other participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise,
is contained in the PubCo registration statement described and other relevant materials filed with the SEC. These documents can be obtained
free of charge from the sources indicated above.
Non-Solicitation
This Current Report on Form 8-K is not a proxy
statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed Transactions
and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of ExcelFin, Betters, PubCo, or Tycoon,
nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful
prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except
by means of a prospectus meeting the requirements of Section 10 of the Securities Act.
INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS
NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS
OF THE PROPOSED TRANSACTIONS OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
Forward Looking Statements
This Current Report on Form 8-K (including certain
of the exhibits hereto) includes certain statements that are not historical facts but are forward-looking statements for purposes of the
safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally
relate to future events or ExcelFin’s, Betters’ or PubCo’s future financial or operating performance. In some cases,
you can identify forward-looking statements by terminology such as “may”, “could”, “should”, “expect”,
“intend”, “might”, “will”, “estimate”, “anticipate”, “believe”,
“budget”, “forecast”, “intend”, “plan”, “potential”, “predict”,
“potential” or “continue”, or the negatives of these terms or variations of them or similar terminology. Forward-looking
statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed
or implied by such forward-looking statements. These forward-looking statements are based upon estimates and assumptions that, while considered
reasonable by ExcelFin and its management, and Betters and its management, as the case may be, are inherently uncertain. New risks and
uncertainties may emerge from time to time, and it is not possible to predict all risks and uncertainties. You should not place undue
reliance on forward-looking statements in this Current Report on Form 8-K, which speak only as of the date they are made and are
qualified in their entirety by reference to the cautionary statements herein. None of PubCo, ExcelFin, or Betters undertakes any duty
to update these forward-looking statements.
Actual results may vary materially from those expressed
or implied by forward-looking statements based on a number of factors, including, without limitation: (1) risks related to the consummation
of the proposed Transactions, including the risks that (a) the proposed Transactions may not be consummated within the anticipated
time period, or at all; (b) ExcelFin may fail to obtain stockholder approval of the proposed business combination; (c) the Parties
may fail to secure required regulatory approvals under applicable laws; and (d) other conditions to the consummation of the proposed
Transactions under the Business Combination Agreement may not be satisfied; (2) the effects that any termination of the Business
Combination Agreement may have on ExcelFin or Betters or their respective business, including the risks that ExcelFin’s share price
may decline significantly if the proposed Transactions are not completed; (3) the effects that the announcement or pendency of the
proposed Transactions may have on Betters’ and its business, including the risks that as a result (a) ExcelFin’s business,
operating results or stock price may suffer or (b) PubCo’s, ExcelFin’s or Betters’ current plans and operations
may be disrupted; (4) the inability to recognize the anticipated benefits of the proposed Transactions; (5) unexpected costs
resulting from the proposed Transactions; (6) changes in general economic conditions; (7) regulatory conditions and developments;
(8) changes in applicable laws or regulations; (9) the nature, cost and outcome of pending and future litigation and other legal
proceedings, including any such proceedings related to the proposed Transactions and instituted against PubCo, ExcelFin, Betters and others;
and (10) other risks and uncertainties indicated from time to time in the registration and proxy statement relating to the proposed
Transactions, including those under “Risk Factors” therein, and in ExcelFin’s other filings with the SEC.
The foregoing list of factors is not exclusive. Additional
information concerning certain of these and other risk factors is contained in ExcelFin’s most recent filings with the SEC and in
the registration statement described above filed by PubCo in connection with the proposed Transactions. All subsequent written and oral
forward-looking statements concerning ExcelFin, Betters, PubCo or Tycoon, the Transactions described herein or other matters attributable
to ExcelFin, Betters, PubCo, Tycoon or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements
above. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Each
of ExcelFin, Betters, PubCo and Tycoon expressly disclaims any obligations or undertaking to release publicly any updates or revisions
to any forward-looking statements contained herein to reflect any change in their expectations with respect thereto or any change in events,
conditions or circumstances on which any statement is based.
Item 9.01. Financial
Statements and Exhibits.
SIGNATURE
Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
ExcelFin Acquisition Corp. |
| |
|
|
| Date: September 5, 2024 |
By: |
/s/ Joe Ragan |
| |
Name: |
Joe Ragan |
| |
Title: |
Chief Executive Officer & Chief Financial Officer |
Exhibit 99.1
Baird Medical
and ExcelFin Acquisition Corp Announce Effectiveness of Registration Statement
FORT MILL, S.C., September 5, 2024
/PRNewswire/ -- Betters Medical Investment Holdings Limited ("Baird Medical" or the "Company"), a leading microwave
ablation ("MWA") medical device developer and provider in China, and ExcelFin Acquisition Corp. ("ExcelFin") (NASDAQ:
XFIN), a publicly traded special purpose acquisition company, today announced that Baird Medical Investment Holdings Limited’s
(“PubCo”) registration statement on Form F-4 (the “Registration Statement”) related to their previously
announced proposed business combination (the “Business Combination”) has been declared effective by the U.S. Securities and
Exchange Commission (the “SEC”).
The declaration of effectiveness of the Registration Statement by
the SEC and ExcelFin’s filing of the definitive proxy statement/prospectus is an important step in Baird Medical becoming a publicly-traded
company listed on the Nasdaq upon the close of the Business Combination.
ExcelFin has scheduled the Special Meeting of Stockholders (the "Special
Meeting") to approve the proposed business combination with Baird Medical to be held on September 26, 2024.
The Business Combination is expected to close shortly after approval
by ExcelFin’s stockholders and the satisfaction of other customary closing conditions as described in the definitive proxy statement/prospectus.
A copy of the definitive proxy statement/prospectus
can be accessed via the SEC website at www.sec.gov.
Additional Information and Where to Find It
On June 26, 2023, ExcelFin, Betters
Medical, PubCo, Betters Medical Merger Sub, Inc., Betters Medical Merger Sub 2, Inc., Betters Medical NewCo, LLC and Tycoon
Choice Global Limited ("Tycoon"), entered into a Business Combination Agreement as amended from time to time (the "Business
Combination Agreement"). In connection with the transactions contemplated by the Business Combination Agreement (the "Transactions"),
PubCo has filed with the SEC the Registration Statement (Registration No. 333-274114). The Registration Statement includes both
the proxy statement to be distributed to ExcelFin's stockholders in connection with ExcelFin's solicitation of proxies for the vote by
ExcelFin's stockholders with respect to the Business Combination and other matters as described in the Registration Statement, as well
as the prospectus relating to the offer and sale of the securities of PubCo to be issued in connection with the Business Combination.
STOCKHOLDERS OF EXCELFIN ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND OTHER
RELEVANT DOCUMENTS IN CONNECTION WITH THE PROPOSED TRANSACTIONS THAT PUBCO AND EXCELFIN WILL FILE OR HAVE FILED WITH THE SEC CAREFULLY
AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTIONS AND THE PARTIES TO THE PROPOSED TRANSACTIONS.
Stockholders and investors may obtain free copies of the proxy statement/prospectus and other relevant materials and other documents
filed by PubCo and ExcelFin at the SEC's website at www.sec.gov. Copies of the proxy statement/prospectus may also be obtained,
without charge, on ExcelFin's website at www.excelfinacquisitioncorp.com or by directing a request to: ExcelFin Acquisition
Corp., 100 Kingsley Park Drive, Fort Mill, South Carolina 29715.
Participants in Solicitation
Each of PubCo, ExcelFin and Baird Medical and their respective directors,
executive officers and certain employees may be deemed, under SEC rules, to be participants in the solicitation of proxies in respect
of the proposed Transactions. Information regarding the directors and executive officers of PubCo, ExcelFin and Baird Medical and the
other participants in the proxy solicitation, and a description of their direct and indirect interests in the proposed Transactions,
by security holdings or otherwise, is contained in the Registration Statement and other relevant materials filed with the SEC. These
documents can be obtained free of charge from the sources indicated above.
Non-Solicitation
This press release is not a proxy statement or solicitation of a proxy,
consent or authorization with respect to any securities or in respect of the proposed Transactions and shall not constitute an offer
to sell or a solicitation of an offer to buy the securities of ExcelFin, Baird Medical, PubCo, or Tycoon, nor shall there be any sale
of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration
or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus
meeting the requirements of Section 10 of the Securities Act.
About Baird Medical
Established in 2012 and headquartered
in Guangzhou, China, Baird Medical is a leading microwave ablation (“MWA”) medical device manufacturer and provider in China
Baird Medical's proprietary medical devices are used for the treatment of benign and malignant tumors including thyroid nodules, liver
cancer, lung cancer and breast lumps. Baird Medical is the first company to obtain a Class III medical devices registration certificate
for MWA medical devices specifically indicated for thyroid nodules in China. For more information, please visit http://baidesz.com/.
About ExcelFin
ExcelFin is a blank check company formed as a Delaware corporation
for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination
with one or more businesses. ExcelFin's sponsors include Grand Fortune Capital, LLC ("GFC") and Fin Venture Capital ("Fin").
GFC is an affiliate of an investment group that completed a series of significant M&A transactions and investments in FinTech, TMT
and Healthcare. Fin is a private equity firm focused on FinTech software.
Forward-Looking Statements
This press release includes certain statements that are not historical
facts but are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation
Reform Act of 1995. Forward-looking statements generally relate to future events or ExcelFin's, Baird Medical's, PubCo's or Tycoon’s
future financial or operating performance. In some cases, you can identify forward-looking statements by terminology such as "may",
"could", "should", "expect", "intend", "might", "will", "estimate",
"anticipate", "believe", "budget", "forecast", "intend", "plan", "potential",
"predict", "potential" or "continue", or the negatives of these terms or variations of them or similar
terminology. Forward-looking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ
materially from those expressed or implied by such forward-looking statements. These forward-looking statements are based upon estimates
and assumptions that, while considered reasonable by ExcelFin and Baird Medical and their management, are inherently uncertain. New risks
and uncertainties may emerge from time to time, and it is not possible to predict all risks and uncertainties. You should not place undue
reliance on forward-looking statements in this press release, which speak only as of the date they are made and are qualified in their
entirety by reference to the cautionary statements herein. None of PubCo, ExcelFin, or Baird Medical undertakes any duty to update these
forward-looking statements.
Actual results may vary materially from those expressed or implied
by forward-looking statements based on a number of factors, including, without limitation: (1) risks related to the consummation
of the proposed Transactions, including the risks that (a) the proposed Transactions may not be consummated within the anticipated
time period, or at all; (b) ExcelFin may fail to obtain stockholder approval of the proposed Business Combination; (c) the
Parties may fail to secure required regulatory approvals under applicable laws; and (d) other conditions to the consummation of
the proposed Transactions under the Business Combination Agreement may not be satisfied; (2) the effects that any termination of
the Business Combination Agreement may have on ExcelFin or Baird Medical or their respective businesses, including the risk that ExcelFin's
share price may decline significantly if the proposed Transactions are not completed; (3) the risk that Baird Medical may not be
successful in expanding its business in China or the United States; (4) the effects that the announcement or pendency of the proposed
Transactions may have on Baird Medical and its business, including the risk that as a result (a) ExcelFin's business, operating
results or stock price may suffer or (b) PubCo's, ExcelFin's or Baird Medical's current plans and operations may be disrupted; (5) the
inability to recognize the anticipated benefits of the proposed Transactions; (6) unexpected costs resulting from the proposed Transactions;
(7) changes in general economic conditions; (8) regulatory conditions and developments; (9) changes in applicable laws
or regulations; (10) the nature, cost and outcome of pending and future litigation and other legal proceedings, including any such
proceedings related to the proposed Transactions and instituted against PubCo, ExcelFin, Baird Medical or others; and (11) other risks
and uncertainties from time to time described in the Registration Statement relating to the proposed Transactions, including those listed
under the section titled "Risk Factors" therein, and in ExcelFin's other filings with the SEC.
The foregoing list of factors is not exclusive. Additional information
concerning certain of these and other risk factors is contained in ExcelFin's most recent filings with the SEC and in the Registration
Statement described above filed by PubCo in connection with the proposed Transactions. All subsequent written and oral forward-looking
statements concerning ExcelFin, Baird Medical, PubCo or Tycoon, the Transactions described herein or other matters attributable to ExcelFin,
Baird Medical, PubCo, Tycoon or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements
above. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Each
of ExcelFin, Baird Medical, PubCo and Tycoon expressly disclaims any obligations or undertaking to release publicly any updates or revisions
to any forward-looking statements contained herein to reflect any change in their expectations with respect thereto or any change in
events, conditions or circumstances on which any statement is based.
Contacts
Investor Relations
Robin Yang, Partner
ICR, LLC
Phone: +1 (646) 308-1475
Email: BairdMedical.IR@icrinc.com
Public Relations
Brad Burgess, Senior Vice President
ICR, LLC
Phone: +1 (646) 588-0383
Email: BairdMedical.PR@icrinc.com
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