UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

~~PURSUANT~~Pursuant TOto ~~SECTION~~Section 13 ORor 15(Dd) OFof ~~THE~~the ~~SECURITIES~~Securities ~~EXCHANGE~~Exchange ~~ACT~~Act OFof 1934

Date of Report (Date of earliest event reported): ~~June~~July 2724, 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)		(IIRS.~~R.S.~~ Employer Identification No.)

100 Kingsley Park Drive Fort Mill, South Carolina		29715
(Address of principal executive offices)		(Zip Code)
(Address of principal executive office)		(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 71.01. ~~Regulation~~Entry FDinto ~~Disclosure~~a Material Definitive Agreement.

On ~~June~~July 2624, ~~2023~~2024, ExcelFin Acquisition Corp. (the “~~ExcelFin~~Company”), ~~Betters~~and ~~Medical~~ExcelFin ~~Investment~~SPAC ~~Holdings~~LLC ~~Limited~~ (the “~~Betters~~Sponsor”), ~~Baird~~entered ~~Medical~~into ~~Investment~~an ~~Holdings~~Amended ~~Limited~~and Restated ~~(“PubCo”),~~Promissory ~~Betters~~Note ~~Medical~~in ~~Merger~~the ~~Sub~~aggregate principal amount of up to $1, ~~Inc~~500,000. ~~(“Merger~~The ~~Sub”)~~Amended and ~~Tycoon~~Restated ~~Choice~~Promissory ~~Global~~Note ~~Limited~~had ~~(“Tycoon”),~~originally been issued ~~entered~~by ~~into~~the aCompany ~~Business~~to ~~Combination~~the ~~Agreement~~Sponsor on March 18, 2021 (as amended on October 25, 2021, May 3, 2023, October 31, 2023 and April 25, 2024). The sole purpose of this amendment was to extend the maturity date from the previous business combination deadline of July 25, 2024 to the ~~“Business~~new ~~Combination~~business ~~Agreement”~~combination deadline of December 25, 2024, which was approved by the Company’s stockholders at a special meeting held on July 24, 2024. The maturity date of the Amended and Restated Promissory Note is the earlier of (i) December 25, 2024 or (ii) the date on which the Company consummates its initial business combination.

~~Furnished~~The ~~herewith~~foregoing ~~as Exhibit 99.1 and incorporated~~disclosures ~~herein~~set byforth ~~reference~~in isthis ~~the~~Item ~~updated~~1.01 ~~investor~~do ~~presentation~~not ~~that~~purport ~~will~~to be ~~used~~complete byand ~~ExcelFin~~are ~~and~~qualified ~~Betters~~in ~~with~~their ~~respect~~entirety by reference to the ~~transactions~~full ~~described in~~text of the ~~Business~~Amended and ~~Combination~~Restated ~~Agreement~~Promissory ~~(the~~Note, ~~“Transactions”)~~which is attached hereto as Exhibit 10.1, and incorporated herein by reference.

~~The information set forth in this~~ Item 72.~~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~~03.S. ~~Securities~~Creation ~~Exchange Act~~ of ~~1934,~~a asDirect ~~amended~~Financial ~~(“Exchange~~Obligation ~~Act”),~~under oran ~~otherwise~~Off-Balance beSheet ~~subject~~Arrangement ~~to the liabilities~~ of ~~that section,~~a ~~nor shall it be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange Act~~Registrant.

~~Additional~~See ~~Information~~Item ~~and~~1.01 ~~Where~~incorporated toby ~~Find~~reference Itherein.

InItem ~~connection with the proposed Transactions, PubCo has filed with the SEC a registration statement on Form F-4 (Registration No~~5. ~~333-274114),~~07 ~~which~~Submission ~~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~~Matters ~~for the vote by ExcelFin’s stockholders with respect~~ to ~~the~~a ~~proposed~~Vote ~~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~~Security 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.Holders

~~Participants~~On July 24, 2024, the Company held a special meeting of its stockholders (the “Special Meeting”). At the Special Meeting, in ~~Solicitation~~person or by proxy, the holders of 6,830,467 shares of the Company’s Class A common stock (“Common Stock”) constituting 93.71% of the issued and outstanding voting capital stock of the Company entitled to vote, and, therefore, a quorum, were present at the Special Meeting.

~~Each~~The offollowing ~~PubCo,~~is ~~ExcelFin~~a ~~and~~brief ~~Betters and their respective~~description ~~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~~final ~~Transactions.~~voting ~~Information~~results ~~regarding~~for ~~ExcelFin’s~~each ~~directors~~of ~~and executive officers, PubCo, Betters and~~ the ~~other~~proposals ~~participants~~submitted into ~~the proxy solicitation and~~ a ~~description~~vote of ~~their direct and indirect interests, by security holdings or otherwise, is contained in~~ the ~~PubCo~~stockholders ~~registration~~at ~~statement described and other relevant materials filed with~~ the ~~SEC.~~Special ~~These documents can be obtained free of charge from the sources indicated above~~Meeting.

~~Non-Solicitation~~Extension Amendment Proposal

~~This~~To ~~Current~~consider ~~Report~~and onvote ~~Form 8-K~~upon ~~is not~~ a ~~proxy statement or~~proposal ~~solicitation of a proxy, consent or authorization with respect~~ to ~~any~~amend ~~securities or in respect of~~ the ~~proposed~~Company’s ~~Transactions~~amended and ~~shall~~ ~~not~~restated ~~constitute~~certificate ~~an offer to sell or a solicitation~~ of anincorporation ~~offer~~(the “Charter”) to ~~buy~~extend the ~~securities~~date ofby ~~ExcelFin, Betters, PubCo, or Tycoon,~~which ~~nor~~the ~~shall~~Company ~~there~~must beeffectuate ~~any~~an ~~sale~~initial ofbusiness ~~any~~combination ~~such~~from ~~securities in any state or jurisdiction in which such offer~~July 25, ~~solicitation,~~2024 ~~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~~December 1025, of2024 (the ~~Securities~~“Extension ~~Act~~Amendment Proposal”).

2The Extension Amendment Proposal was approved. The voting results of the shares of the Common Stock were as follows:

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.

For			Against			Abstentions
6,824,414			6,053			0

~~Forward~~In ~~Looking~~connection ~~Statements~~with the vote to approve the Extension Amendment Proposal, the holders of 705,330 shares of Common Stock properly exercised their rights to redeem their shares for cash.

~~This~~Item 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 19959.01 ~~Forward-looking~~Financial ~~statements~~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~~Exhibits. 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~~Exhibits. ~~conditions~~The ~~to the consummation of~~following ~~the~~exhibits 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~~filed ~~completed;~~with ~~(3) the~~this ~~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)~~Form 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.-K:

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.

Exhibit No.		Description of Exhibits

10.1		Amended and Restated Promissory Note
104		Cover Page Interactive Data File

3SIGNATURES

~~Item~~Pursuant ~~9.01.~~to ~~Financial~~the ~~Statements~~requirements ~~and~~of the ~~Exhibits~~Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

(d) Exhibits.

Date: July 24, 2024	ExcelFin Acquisition Corp.

	By:	/s/ Joe Ragan
	Name:	Joe Ragan
	Title:	Chief Executive Officer & Chief Financial Officer

Exhibit Number		Description
99.1		Investor Presentation dated June 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ExcelFin Acquisition Corp.
Date: June 27, 2024	By:	/s/ Joe Ragan
	Name:	Joe Ragan
	Title:	Chief Executive Officer & Chief Financial Officer

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