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 June 30, 2024

☐ 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, South Carolina 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 August 19, 2024, there were 6,583,986 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 JUNE 30, 2024

TABLE OF CONTENTS


		Page
PART I. FINANCIAL INFORMATION

Item 1.	Condensed Financial Statements (unaudited)

	Condensed Balance Sheets as of June 30, 2024 (unaudited) and December 31, 2023	3

	Condensed Statements of Operations for the three and six months ended June 30, 2024 and June 30, 2023 (unaudited)	4

	Condensed Statements of Changes in Stockholders’ Deficit for the three and six months ended June 30, 2024 and June 30, 2023 (unaudited)	5

	Condensed Statements of Cash Flows for the six months ended June 30, 2024 and June 30, 2023 (unaudited)	6

	Notes to Condensed Financial Statements (unaudited)	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	25

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	32

Item 4.	Controls and Procedures	33

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	35

Item 1A.	Risk Factors	35

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities	35

Item 3.	Defaults Upon Senior Securities	35

Item 4.	Mine Safety Disclosures	35

Item 5.	Other Information	35

Item 6.	Exhibits	36

Table of Contents

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

EXCELFIN ACQUISITION CORP.

CONDENSED BALANCE SHEETS

(UNAUDITED)


	June 30,		December 31,
	2024		2023
ASSETS
Current Assets:
Cash	$	110,602	$	45,219
Prepaid expenses		92,801		72,319
Total Current Assets		203,403		117,538
Cash held in trust		17,103,287		23,995,629
Income Tax Receivable		203,916		—
Deferred Tax Asset		3,845		9,474
Total Assets	$	17,514,451	$	24,122,641

LIABILITIES, COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS’ DEFICIT
Current Liabilities:
Accounts payable and accrued expenses	$	7,600,692	$	5,874,382
Excise tax payable		2,242,508		2,170,277
Income taxes payable		—		96,158
Franchise tax payable		134,800		36,400
Unrecognized tax benefit		182,975		130,909
Accrued offering costs		400,907		400,907
Due to related parties		1,543,095		322,724
Working capital loan - Sponsor		1,296,653		1,296,654
Total Current Liabilities		13,401,630		10,328,411
Deferred underwriting compensation		1,610,000		1,610,000
Total liabilities		15,011,630		11,938,411

Commitments and Contingencies (Note 6)

Common stock, subject to possible redemption (1,539,316 and 2,201,533 shares at redemption value as of June 30, 2024, and December 31, 2023, respectively)		16,677,857		23,750,019
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 authorized, 5,750,000 issued and outstanding as of June 30, 2024, and December 31, 2023 (excluding 1,539,316 and 2,201,533 shares subject to possible redemption as of June 30, 2024, and December 31, 2023, respectively)		575		575
Additional paid-in capital		—		—
Accumulated deficit		(14,175,611)		(11,566,364)
Total Stockholders’ Deficit:		(14,175,036)		(11,565,789)
Total Liabilities, Common Stock Subject to Possible Redemption and Stockholders’ Deficit	$	17,514,451	$	24,122,641

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

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EXCELFIN ACQUISITION CORP.

CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)


	For the Three Months				For the Six Months
	Ended				Ended
	June 30,				June 30,
	2024		2023		2024		2023
EXPENSES
Financial services and admin fee - related party	$	30,000	$	30,000	$	60,000	$	60,000
Franchise tax		50,000		51,622		100,000		101,622
General and administrative		935,684		3,394,865		2,678,350		3,822,823
TOTAL EXPENSES		1,015,684		3,476,487		2,838,350		3,984,445

OTHER INCOME
Income earned on Cash and Investments held in Trust Account		198,002		1,376,395		451,183		3,897,723
TOTAL OTHER INCOME		198,002		1,376,395		451,183		3,897,723

Net (loss) before provision for income taxes		(817,682)		(2,100,092)		(2,387,167)		(86,722)
Provision for income taxes		41,049		278,202		87,621		797,181
Net (loss)	$	(858,731)	$	(2,378,294)	$	(2,474,788)	$	(883,903)
Weighted average number of shares Class A redeemable common stock outstanding, basic and diluted		1,721,244		7,390,393		1,961,388		15,152,076
Basic and diluted net (loss) per share of Class A redeemable common stock	$	(0.11)	$	(0.18)	$	(0.32)	$	(0.04)
Weighted average number of shares of Class A & Class B non - redeemable common stock outstanding, basic and diluted		5,750,000		5,750,000		5,750,000		5,750,000
Basic and diluted net (loss) per share of Class A & Class B non - redeemable common stock	$	(0.11)	$	(0.18)	$	(0.32)	$	(0.04)

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

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EXCELFIN ACQUISITION CORP.

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

(UNAUDITED)

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024


	Class B			Additional
	Common Stock			Paid-In		Accumulated			Stockholders’
	Shares	Amount		Capital		Deficit			Deficit
Balance as of January 1, 2024	5,750,000	$	575	$	—	$	(11,566,364)	$	(11,565,789)
Current period remeasurement to redemption value	—		—		—		(296,509)		(296,509)
Capital contribution from Sponsor	—		—		—		88,676		88,676
Net loss	—		—		—		(1,616,057)		(1,616,057)
Balance as of March 31, 2024	5,750,000	$	575	$	—	$	(13,390,254)	$	(13,389,679)
Current period remeasurement to redemption value	—		—		—		145,605		145,605
Excise tax on Class A common stock redemption	—		—		—		(72,231)		(72,231)
Net loss	—		—		—		(858,731)		(858,731)
Balance as of June 30, 2024	5,750,000		575		—	$	(14,175,611)	$	(14,175,036)

FOR THE THREE AND SIX MONTHS ENDED JUNE 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	—		—		—		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 loss	—		—		—		(2,378,294)		(2,378,294)
Balance as of June 30, 2023	5,750,000		575		—	$	(14,583,324)	$	(14,582,749)

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
	Six Months		Six Months
	Ended		Ended
	June 30,		June 30,
	2024		2023
Cash Flows From Operating Activities:
Net (loss)	$	(2,474,788)	$	(883,903)
Adjustments to reconcile net (loss) to net cash used in operating activities:
Income earned on Cash and Investments held in Trust Account		(451,183)		(3,897,723)
Changes in operating assets and liabilities:
Due to related parties		—		(275,834)
Prepaid expenses		(20,482)		204,893
Income tax payable (receivable)		(300,074)		(329,695)
Franchise tax payable		98,400		(111,090)
Unrecognized tax benefit		52,066		—
Deferred tax asset		5,629		—
Accounts payable and accrued expenses		1,726,308		3,216,005
Net Cash Used in Operating Activities		(1,364,124)		(2,077,347)

Cash Flows From Investing Activities:
Cash redemption withdrawn from Trust Account		7,223,066		189,396,563
Deposits into Trust Account		(247,541)		—
Withdrawal of trust account funds for taxes		368,000		1,418,788
Net Cash Provided by Investing Activities		7,343,525		190,815,351

Cash Flows From Financing Activities:
Payments made in relation to redemptions of Class A common stock		(7,223,066)		(189,396,563)
Payments for offering costs		—		(15,000)
Capital contribution from Sponsor		88,676		—
Advances from related party		1,220,371		—
Proceeds from Working Capital Loan		—		502,450
Net Cash Used in Financing Activities		(5,914,019)		(188,909,113)

Net change in cash		65,383		(171,109)
Cash at beginning of period		45,219		351,432
Cash at end of period	$	110,602	$	180,323

Supplemental disclosure of cash flow information:
Cash Paid for Taxes	$	371,456	$

SEC Form 10-Q filed by ExcelFin Acquisition Corp