Form 4 - Statement of changes in beneficial ownership of securities

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

ExcelFin SPAC LLC

(Last)

(First)

(Middle)

100 KINGSLEY PARK DR

(Street)

FORT MILL

29715

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ExcelFin Acquisition Corp. [ XFIN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/25/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock⁽¹⁾	10/25/2023		C		5,750,000	A	$10	5,750,000	D⁽²⁾⁽³⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

ExcelFin SPAC LLC

(Last)

(First)

(Middle)

100 KINGSLEY PARK DR

(Street)

FORT MILL

29715

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Grand Fortune Capital, LLC

(Last)

(First)

(Middle)

100 KINGSLEY PARK DR

(Street)

FORT MILL

29715

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Grand Fortune Capital (HK) Co Ltd

(Last)

(First)

(Middle)

100 KINGSLEY PARK DR

(Street)

FORT MILL

29715

(City)

(State)

(Zip)

Explanation of Responses:

1. Shares of Class B common stock automatically convert into shares of Class A common stock at the time of the Issuer's initial business combination, or earlier at the option of the Reporting Person, on a one-for-one basis, subject to adjustment for share splits, share capitalizations, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date. On October 25, 2023, ExcelFin SPAC LLC elected to convert all 5,750,000 shares of Class B common into an equal number of shares of Class A common stock.

2. Grand Fortune Capital, LLC ("GFC") is the manager of the Reporting Person. As such, GFC may be deemed to have beneficial ownership over the number of shares of Class A common stock held directly by the Reporting Person corresponding to its membership interests in the Reporting Person. Each of the Reporting Person and GFC disclaim any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein.

3. Grand Fortune Capital (HK) Company Ltd. ("GFCHK") controls GFC and is managed by an investment committee ("GFCHK Investment Committee") consisting of three members, Goh Lin Piao, James Ouyang and Ralph Cho. Any action by GFC, including voting and dispositive decisions, requires at least a majority vote of the members of the GFCHK Investment Committee. Each member of the GFCHK Investment Committee disclaims beneficial ownership of the shares held by GFC.

	ExcelFin SPAC LLC, By: Grand Fortune Capital, LLC, its Managing Member, By: Grand Fortune Capital (HK) Company Ltd., its Managing Member, By: Goh Lin Piao, its Director /s/ Goh Lin Piao	10/27/2023
	Grand Fortune Capital, LLC, By: Grand Fortune Capital (HK) Company Ltd., its Managing Member, By: Goh Lin Piao, its Director /s/ Goh Lin Piao	10/27/2023
	Grand Fortune Capital (HK) Company Ltd., By: Goh Lin Piao, its Director /s/ Goh Lin Piao	10/27/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.