UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(MARK ONE)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended September 30, 2023

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-40933

EXCELFIN ACQUISITION CORP.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

86-2933776

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

100 Kingsley Park Dr

Fort Mill, SC 29715

(Address of principal executive offices)

917-209-8581

(Issuer’s telephone number)

Securities registered pursuant to Section 12(b) of the Act:

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

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
Emerging growth company ☒

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of November 20, 2023 there were 7,951,533 shares of Class A common stock, $0.0001 par value, issued and outstanding.

Table of Contents

EXCELFIN ACQUISITION CORP.

FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 2023

TABLE OF CONTENTS


		Page
PART I. FINANCIAL INFORMATION

Item 1.	Condensed Financial Statements

	Condensed Balance Sheets as of September 30, 2023 (unaudited) and December 31, 2022 (audited)	3

	Condensed Statements of Operations for the three and nine months ended September 30, 2023 (unaudited) and September 30, 2022 (unaudited)	4

	Condensed Statements of Changes in Stockholders’ Deficit for the three and nine months ended September 30, 2023 (unaudited) and September 30, 2022 (unaudited)	5

	Condensed Statements of Cash Flows for the nine months ended September 30, 2023 (unaudited) and September 30, 2022 (unaudited)	6

	Condensed Notes to Unaudited Financial Statements	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	31

Item 4.	Controls and Procedures	31

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	33

Item 1A.	Risk Factors	33

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities	33

Item 3.	Defaults Upon Senior Securities	33

Item 4.	Mine Safety Disclosures	33

Item 5.	Other Information	33

Item 6.	Exhibits	34

Table of Contents

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

EXCELFIN ACQUISITION CORP.

CONDENSED BALANCE SHEETS


	September 30,		December 31,
	2023		2022
	(unaudited)		(audited)
ASSETS
Current Assets:
Cash	$	303,100	$	351,432
Prepaid expenses		93,134		457,974
Total Current Assets		396,234		809,406

Investments held in the Trust Account		51,478,893		237,735,165

Total Assets	$	51,875,127	$	238,544,571

LIABILITIES, COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS’ DEFICIT
Current Liabilities:
Accounts payable and accrued expenses	$	5,229,943	$	310,901
Excise tax payable		1,893,966		—
Income tax payable		304,352		620,346
Unrecognized tax benefit		114,684		—
Franchise tax payable		67,600		211,090
Accrued offering costs		400,907		415,907
Due to related parties		292,724		538,558
Working capital loan - Sponsor		1,296,654		300,000
Total Current Liabilities		9,600,830		2,396,802

Deferred underwriting compensation		1,610,000		8,050,000
Total liabilities		11,210,830		10,446,802

COMMITMENTS AND CONTINGENCIES (Note 6)

Class A common stock subject to possible redemption; 4,788,792 and 23,000,000 shares (at redemption value; $10.65 and $10.30 per share at September 30, 2023 and December 31, 2022, respectively)		50,989,057		236,903,730

Stockholders’ deficit:

Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Class A Common Stock, $0.0001 par value, 200,000,000 shares authorized, none issued and outstanding of September 30, 2023 and December 31, 2022, respectively (excluding 4,788,792 and 23,000,000 shares subject to possible redemption as of September 30, 2023 and December 31, 2022, respectively)		—		—
Class B Common Stock, $0.0001 par value, 50,000,000 shares authorized, 5,750,000 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively		575		575
Additional paid-in capital		—		—
Accumulated deficit		(10,325,335)		(8,806,536)
Total Stockholders’ Deficit		(10,324,760)		(8,805,961)
Total Liabilities, Common Stock Subject to Possible Redemption and Stockholders’ Deficit	$	51,875,127	$	238,544,571

The accompanying notes are an integral part of these unaudited condensed financial statements.

Table of Contents

EXCELFIN ACQUISITION CORP.

CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)


	For the Three Months Ended				For the Nine Months Ended
	September 30,				September 30,
	2023		2022		2023		2022
EXPENSES
Financial services and administrative fee - related party	$	30,000	$	142,500	$	90,000	$	427,500
Franchise tax		50,000		50,411		151,622		152,790
General and administrative		2,152,010		280,296		5,974,833		788,966
TOTAL EXPENSES		2,232,010		473,207		6,216,455		1,369,256

OTHER INCOME
Income earned on Investments held in Trust Account		661,355		1,078,640		4,559,078		1,229,250
TOTAL OTHER INCOME		661,355		1,078,640		4,559,078		1,229,250

Net income (loss) before income taxes		(1,570,655)		605,433		(1,657,377)		(140,006)

Income tax provision		128,385		200,896		925,566		200,896

Net income (loss)	$	(1,699,040)	$	404,537	$	(2,582,943)	$	(340,902)

Weighted average number of shares of Class A common stock outstanding, basic and diluted		4,788,792		23,000,000		11,659,687		23,000,000
Basic and diluted net income (loss) per share of Class A common stock		(0.16)		0.01		(0.15)		(0.01)

Weighted average number of shares of Class B common stock outstanding, basic and diluted		5,750,000		5,750,000		5,750,000		5,750,000
Basic and diluted net income (loss) per share of Class B common stock		(0.16)		0.01		(0.15)		(0.01)

The accompanying notes are an integral part of these unaudited condensed financial statements.

Table of Contents

EXCELFIN ACQUISITION CORP.

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

(UNAUDITED)

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023


	Class B			Additional
	Common Stock			Paid-In		Accumulated			Stockholders’
	Shares	Amount		Capital		Deficit			Deficit
Balance as of January 1, 2023	5,750,000	$	575	$	—	$	(8,806,536)	$	(8,805,961)
Current period remeasurement to redemption value	—		—		—		(1,952,348)		(1,952,348)
Net income (loss)	—		—		—		1,494,391		1,494,391
Balance as of March 31, 2023	5,750,000	$	575	$	—	$	(9,264,493)	$	(9,263,918)
Current period remeasurement to redemption value	—		—		—		(1,046,571)		(1,046,571)
Excise tax on Class A common stock redemption	—		—		—		(1,893,966)		(1,893,966)
Net income (loss)	—		—		—		(2,378,294)		(2,378,294)
Balance as of June 30, 2023	5,750,000	$	575		—	$	(14,583,324)	$	(14,582,749)
Current period remeasurement to redemption value	—		—		—		(482,971)		(482,971)
Gain on forfeiture of deferred underwriting compensation payable	—		—		—		6,440,000		6,440,000
Net income (loss)	—		—		—		(1,699,040)		(1,699,040)
Balance as of September 30, 2023	5,750,000		575		—		(10,325,335)		(10,324,760)

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022


	Class B			Additional
	Common Stock			Paid-In		Accumulated		Stockholders’
	Shares	Amount		Capital		Deficit		Deficit
Balance as of December 31, 2021	5,750,000	$	575	$	—	$	(7,125,924)	$	(7,125,349)
Net income (loss)	—		—		—		(466,315)		(466,315)
Balance as of March 31, 2022	5,750,000		575	$	—		(7,592,239)		(7,591,664)
Net income (loss)	—		—		—		(279,124)		(279,124)
Balance as of June 30, 2022	5,750,000	$	575	$	—	$	(7,871,363)	$	(7,870,788)
Current period remeasurement to redemption value	—		—		—		(678,587)		(678,587)
Net income (loss)	—		—		—		404,537		404,537
Balance as of September 30, 2022	5,750,000		575		—		(8,145,413)		(8,144,838)

The accompanying notes are an integral part of these unaudited condensed financial statements.

Table of Contents

EXCELFIN ACQUISITION CORP.

CONDENSED STATEMENTS OF CASH FLOWS

(UNAUDITED)


	For the		For the
	Nine Months		Nine Months
	Ended		Ended
	September 30,		September 30,
	2023		2022
Cash Flows from Operating Activities:
Net loss	$	(2,582,943)	$	(340,902)
Adjustments to reconcile net loss to net cash used in operating activities:
Investment income earned on treasury securities held in Trust Account		(4,559,078)		315,000
Changes in operating assets and liabilities:
Due to related parties		(245,834)		(1,229,250)
Prepaid expenses		364,840		427,340
Income tax payable		(86,626)		—
Tax uncertainties		(114,684)		—
Franchise tax payable		(143,490)		—
Accounts payable and accrued expenses		4,919,042		263,488
Net Cash Used In Operating Activities		(2,448,773)		(564,324)

Cash Flows From Investing Activities:
Withdrawal of trust account funds for taxes		1,418,787		—
Withdrawal of trust funds in relation to redemptions of Class A common stock		189,396,563		—
Net Cash Provided by Investing Activities		190,815,350		—

Cash Flows From Financing Activities:
Proceeds from Working Capital Loan		996,654		—
Payments of offering costs		(15,000)		—
Payments made in relation to redemptions of Class A common stock		(189,396,563)		—
Net Cash Used in Financing Activities		(188,414,909)		—
Net change in cash		(48,332)

SEC Form 10-Q filed by ExcelFin Acquisition Corp