ExcelFin Acquisition Corp. *
PROPOSED BUSINESS COMBINATION: Baird Medical Investment Holdings Limited
ENTERPRISE VALUE: $280 million
ANTICIPATED SYMBOL: BDMD
ExcelFin Acquisition Corp. proposes to combine with Baird Medical Investment Holdings Limited.
Established in 2012 and headquartered in Guangzhou, China, Baird Medical is a leading microwave ablation (MWA) medical device developer and provider in China. Baird Medical’s proprietary MWA medical devices are used for treatment of benign and malignant tumors including thyroid nodules, liver cancer, lung cancer and breast lumps. Baird Medical is the first company to obtain Class III medical devices registration certificate for MWA medical devices specifically indicated for thyroid nodules in China.
SUBSEQUENT EVENT – 8/23/24 – LINK
- The primary terms of which are to extend the Maximum Extension Date from August 25, 2024 to September 30, 2024.
EXTENSION – 7/24/24 – LINK
- The SPAC approved the extension from July 25, 2024 to December 25, 2024.
- 705,330 shares were redeemed at the meeting.
- An additional $0.03/Share contribution will be made into the trust account for each month.
SUBSEQUENT EVENT – 6/20/24 – LINK
- The SPAC removed the condition for having at least $5,000,001 in net tangible assets prior to closing.
SUBSEQUENT EVENT – 5/16/24 – LINK
- The primary terms of which are to extend the Maximum Extension Date from May 25, 2024 to August 25, 2024.
EXTENSION – 4/25/24 – LINK
- The SPAC approved the extension from April 25, 2024 to July 25, 2024.
- 662,217 shares were redeemed at the meeting.
- An additional $0.025/Share contribution will be made into the trust account for each month.
SUBSEQUENT EVENT – 3/12/24 – LINK
- Deal Amendments as follows:
- The Maximum Extension Date has been changed from June 25, 2024 to May 25, 2024.
- All references to SPAC Closing Cash needing to be at least $15.0 million have been removed from the Business Combination Agreement.
- The Betters Earnout Shares shall become fully vested if prior to the eighth anniversary of the Effective Time, the VWAP of PubCo Ordinary Shares is greater than or equal to $12.50 over any 20 trading days within any 30-day trading period.
EXTENSION – 10/26/23 – LINK
- The SPAC approved the extension from October 25, 2023 to April 25, 2024.
- 2,587,259 shares were redeemed at the meeting for $10.74 per share.
- $0.06/share to extend 3-months; $0.02/share per month (x3) thereafter will be made into the trust account.
TRANSACTION
- The estimated post-transaction enterprise value of the combined company will be $370 million, assuming 50% redemptions by ExcelFin public shareholders.
- Grand Fortune Capital, a sponsor affiliate of ExcelFin, will purchase about $8.8 million of Baird Medical’s current debt from BOCI Investment Limited, a current preferred shareholder of Betters, to facilitate the transaction.
- ExcelFin’s and Baird Medical’s respective boards of directors have unanimously approved the transaction, which is expected to close in the fourth quarter of 2023.
June Investor Presentation
Updated Investor Presentation
Original Investor Presentation
SPAC FUNDING
- There is no additional funding at this time.
EARNOUT
- Sponsor
- 3,150,000 Shares will be vested in an Earnout for 5 years after the Closing Date.
- 100% of the shares will invest if the share price equals or exceeds $12.50 for any 20/30 trading days.
- 3,150,000 Shares will be vested in an Earnout for 5 years after the Closing Date.
- Company:
- Baird Medical agreed to subject 30% of its shares to be received in the transaction to an earnout.
- The Betters Earnout Shares shall become fully vested if prior to the eighth anniversary of the Effective Time, the VWAP of PubCo Ordinary Shares is greater than or equal to $12.50 over any 20 trading days within any 30-day trading period.
LOCK-UP
- Company
- 6 months after the Closing of the business combination.
- Sponsor
- 12 months after the Closing Date or if the share price VWAP equals $15.00 for any 20/30 trading days
NOTABLE CONDITIONS TO CLOSING
- The transaction includes a minimum closing cash condition of $15 million — WAIVED
- The SPAC removed the condition for having at least $5,000,001 in net tangible assets prior to closing. – LINK
NOTABLE CONDITIONS TO TERMINATION
- By either Betters or ExcelFin with written notice to the other Party if the conditions to the obligations of the Parties to consummate the Transactions have not been satisfied or waived by October 25, 2023.
- Betters has agreed to pay to ExcelFin a break-up fee (the “Break-Up Fee”) in an amount equal to the lesser of
- (1) ExcelFin’s reasonable and documented out-of-pocket expenses incurred by it in connection with the Transactions and
- (2) $6,000,000 if the Business Combination Agreement is terminated by Betters due to the failure to consummate the Transactions by the Outside Date, unless a breach or violation of any representation, warranty, covenant or obligation of SPAC under the Business Combination Agreement or the Sponsor under the Sponsor Support Agreement was the proximate cause of the failure to consummate of the Transactions by the Outside Date.
- Betters has agreed to pay to ExcelFin a break-up fee (the “Break-Up Fee”) in an amount equal to the lesser of
ADVISORS
- Company
- Dechert is acting as Baird Medical’s legal counsel.
- SPAC
- Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC (“Cohen”), acts as ExcelFin’s lead financial and capital markets advisor.
- Ropes & Gray LLP is acting as Cohen’s legal counsel
- Exos Securities also serves as financial and capital markets advisors to ExcelFin.
- Shearman & Sterling LLP is acting as ExcelFin’s legal counsel
- Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC (“Cohen”), acts as ExcelFin’s lead financial and capital markets advisor.
EXTENSION – 4/19/23 – LINK
- The SPAC approved the extension from April 25, 2023 to October 25, 2023.
- 18,211,208 shares were redeemed at the meeting for $10.40 per share.
- No contribution will be made into the trust account.
SUBSEQUENT EVENT – 4/6/23 – LINK
- The SPAC entered into a non-redemption agreement with several unaffiliated third parties in exchange for them agreeing not to redeem an aggregate of 5,020,000 shares
- The Sponsor will transfer 1,255,000 Class B shares to the non-redeeming shareholders
SUBSEQUENT EVENT – 3/24/23 – LINK
- The SPAC entered into a non-redemption agreement with an unaffiliated third party in exchange for them agreeing not to redeem an aggregate of 500,000 shares
- The Sponsor will transfer 125,000 Class B shares to the non-redeeming shareholders
MANAGEMENT & BOARD
Executive Officers
Logan Allin, 40 [Resigned 4/20/23]
Chief Executive Officer and Director
Mr. Allin is Founder and Managing General Partner at Fin VC where he is responsible for management of the firm, sourcing/consummating investments, maintaining board responsibilities, and operating value at portfolio companies. Prior to founding Fin VC in 2018, Mr. Allin was Vice President of SoFi Ventures, from 2017 to 2018, where he was tasked with investing in and working hands-on with FinTech companies, as well as running SoFi’s accelerator and corporate development efforts. Mr. Allin was formerly a Venture Partner at Light Street Capital, from 2016 to 2017, where he was responsible for IR as well as sourcing, diligence, and finalizing late-stage private TMT investments. Additionally, Mr. Allin was a Partner at Formation Group, from 2016 to 2017, focused on early-expansion stage cross-border TMT investments in the US and Asia. Mr. Allin served as VP of Business Development, CFO and CIO of ONEHOPE Wine from 2013 to 2016. Mr. Allin has spent the vast majority of his career in FinTech, most recently as Head of Management Strategy, overseeing the enterprise FinTech strategy and execution, while serving as a member of the Operating Committee at Atlantic Trust, the Private Wealth Management arm of Invesco (and now CIBC) from 2010 to 2012. Previously, Mr. Allin was a Senior Vice President in City National Bank’s wealth management division (now part of RBC) where he led the technology strategy, open product architecture platform, and other strategic initiatives from 2009 to 2010. Mr. Allin spent much of his career in management consulting, in leadership positions at Capgemini, EMC, and PwC, focused exclusively on the intersection of Financial Services and technology. Mr. Allin earned B.A. in Public Policy and Political Science from Duke University and a M.S. in Management from Stanford University’s Graduate School of Business where he was a Sloan Fellow.
Ren Riley, 46 [Resigned 4/20/23]
Chief Operating Officer
Mr. Riley is an Investment Partner at Fin VC where he is focused on sourcing and executing primary and co-investment opportunities and adding value to our portfolio companies. He brings 25 years of experience in the financial services sector and has been an active participant and investor in the venture capital industry for over 20 years. In 2019, Mr. Riley co-founded Enclave Liquidity Partners, a provider of liquidity solutions to founders, executives, and key shareholders of late-stage private growth companies. Prior to Enclave, Mr. Riley was a Partner at Robertson Stephens, from 2015 to 2019, an RIA providing wealth management services for high-net-worth individuals and family offices. Positions during his tenure at the firm also included CEO and Head of Alternatives. Prior to Robertson Stephens, Mr. Riley spent 16 years with Oak Investment Partners, from 1999 to 2015, where he became a General Partner in 2006. His primary focus was on emerging growth, multi-stage investments in the Internet, mobile, FinTech and enterprise software and services sectors, around the globe. Mr. Riley is still a Venture Partner at Oak and has served on the Boards of many Oak companies. Mr. Riley also serves on the Board for Thayer Ventures Acquisition Corporation (Nasdaq—?TVACU). He began his career working in the corporate finance division of the original Robertson Stephens, a technology-focused investment bank based in San Francisco, where he was a Senior Associate. Mr. Riley holds a B.A. in Government from Dartmouth College.
Joe Ragan, 59 [Appointed 4/20/23]
Chief Executive Officer and Director
Mr. Ragan is currently serving as the Chief Financial Officer for the Paper Excellence group. Mr. Ragan also serves as the Chairman of the Audit Committee of the Board of Directors for Sports Ventures Acquisition Corporation (Nasdaq—AKICU). Previously, from 2018 to 2019, Mr. Ragan served as Chief Financial Officer for Resideo/Honeywell Homes, a leading global manufacturer of thermostats and security panels (NYSE—REZI). From 2013 to 2018, Mr. Ragan also served as Chief Financial Officer for Ferroglobe PLC (Nasdaq—GSM), the leading global manufacturer of metal alloys and other metallic products that was created through a merger of FerroAtlántica and Globe Specialty Metals. From 2008 to 2013, Mr. Ragan previously served as CFO at Boart Longyear (ASX—BLY), a publicly traded mining and manufacturing company, and UNICOM Government, Inc., previously known as GTSI, a publicly traded government contractor (Nasdaq—GTSI). Mr. Ragan holds an M.S. in Accounting from George Mason University and a B.S. in Accounting from The University of the State of New York. Mr. Ragan began his finance career with Deloitte, and was a licensed CPA in the Commonwealth of Virginia from 1990 to 2015. Mr. Ragan also serves as the Chairman of the Audit Committee of the Board of Directors for the nonprofit USA Judo.
Brian Sun, 45 [Appointed 4/20/23]
Chief Operating Officer
Mr. Sun is currently serving as the Managing Director for GFC, a global investment firm and family office for Jackson Wijaya, where he manages GFC’s investment efforts in North America. Prior to GFC, Mr. Sun was in corporate development executive roles with SGS North America, AES Corp and Fosun Wealth Group sourcing and executing M&A transactions in business services, financial service, FinTech, technology and power sectors. From 2012 to 2017, Mr. Sun was a M&A advisory investment banker at Lazard and at China Merchants Bank US. From 2004 to 2010, he has worked at private equity firm Arcapita, leading aircraft investment group Babcock & Brown Aircraft Management, financial service company Jackson Hewitt and Barclays Capital in various corporate finance and investment roles. Mr. Sun has over 20 years of corporate finance and transactional experience and has worked on over $50 billion sales, acquisitions and investments transactions. Mr. Sun has a M.B.A. from Duke University and a B.A. from Beijing Foreign Studies University. He was a Chartered Financial Analyst (CFA) since 2008.
Board of Directors
Jennifer Hill, 55
Chairman of the Board
Ms. Hill is an experienced board member across the financial services industry, currently serving as a Board Member at Cantor Fitzgerald Europe, Strategic Advisor at Talos Trading, Non-Executive Director at Santander Asset Management, Board Member at Melqart Asset Management and Board Member at La Crosse Milling Company. Ms. Hill is the Founder and CEO of Murphy Hill Consulting, where she works with startups in the FinTech space on organization and capital raising. Prior to her current positions, Ms. Hill served as CFO of Merrill Lynch & Co. from 2012 to 2014. Ms. Hill has also worked as a Managing Director at Goldman Sachs from 1996 to 2006 and Vice President in the Financial Institutions Group at Citi from 1993 to 1996. Ms. Hill received her B.A. from Hamilton College and M.B.A. from Columbia Business School.
Gary Meltzer, 57
Director
Mr. Meltzer currently serves as an advisor to early-stage companies. Prior to September 30, 2020, he was a partner at PwC where he most recently served as the Managing Partner responsible for PwC’s Bay Area and Northwest Market and served as a global relationship partner to Fortune 500 financial services and technology companies. He also led PwC’s FinTech practice, where he provided services to companies in the payments, digital banking, peer-to-peer lending, InsurTech, PropTech, digital assets and asset and wealth management spaces. Prior to his latest positions at PwC, Mr. Meltzer was PwC’s Financial Services Regulatory Leader from 2008 to 2011 and the Asset and Wealth Management Sector Leader from 2010 to 2016, where he was responsible for advising banks, asset managers, wealth managers, private equity funds, hedge funds, venture capital firms and FinTech companies. Mr. Meltzer has a B.S. in Accounting from Binghamton University and is a Certified Public Accountant (CPA) in New York and California. Mr. Meltzer also serves on the Leadership Council for Tipping Point Community and as an Advisory Board Member of Binghamton University School of Management. He previously served as a member of the Board of Directors and Executive Committee for the Bay Area Council, where he chaired the Committee on Homelessness.
Neil Wolfson, 56
Director
Mr. Wolfson is currently serving as an Active Board Member and Venture Investor for a number of FinTech and Financial Services companies, including IOU Financial, SALT Blockchain, Nextivity and Finitive. Prior to his current Board positions, Mr. Wolfson was the President and CIO of SF Capital Group from 2009 to 2018, where he oversaw all debt and equity investing, asset allocation, investment management, tax and estate planning. Mr. Wolfson served as a director and Chair of the Audit Committee of OnDeck Capital from 2014 to 2020. From 2004 to 2008, Mr. Wolfson served as the President and CIO of Wilmington Trust , an asset manager that oversees over $40 billion in assets, and as the President, CEO and Chairman of the Wilmington Funds, a $10 billion mutual fund family. Prior to working at Wilmington Trust, Mr. Wolfson served as National Partner in Charge at KPMG, where he worked from 1996 to 2004, and as an Associate Director at Bear Stearns, where he worked from 1995 to 1996. Mr. Wolfson received his B.S. and M.B.A. degrees from New York University and is a Chartered Financial Analyst (CFA) charter holder.
Goh Lin Piao, 56
Director
Mr. Goh is currently serving as Senior Advisor to GFC, a global investment firm and family office for Jackson Wijaya. Mr. Goh has been at the nexus of Application Software, Digital Technologies, Business Transformation and the Internet for the past 30 years. Mr. Goh was in Accenture from 1990 to 2005 in a variety of roles including Managing Partner of Accentures’ Greater China Public Sector. In Accenture he helped large corporations and governments harness application software and digital technologies to speed their business transformation. From 2006 to 2016, Mr. Goh was at the RGE Group and had various leadership roles including Head of Business Transformation and Group Executive Director at RGE’s Specialty Pulp & Viscose business. Mr. Goh graduated from the University of New South Wales, Australia, with a degree in Computer Science and top honors in Mechanical Engineering.
Alka Gupta, 51
Board Advisor
Ms. Gupta is a Venture Partner at Fin Venture Capital, a fund focused on global fintech with focus on B2B Enterprise SaaS. She is also Co-Founder, President and Board Director at GlobaliD, a venture backed, portable, and interoperable identity platform leveraging the blockchain. As President, she built the team, product, and signed the first digital wallet customers. Prior thereto, from 2010 to 2015, she was at eBay/PayPal as head of strategy for eBay Marketplaces where she led strategy development for fulfillment, expanded payment systems, cross border transactions, omni-channel retail, and key Asian (Japan, India) and select Latin American (Brazil) markets. Previously, from 2006 to 2009 Alka was with Retrevo (Acq. BN), a vertical specific e-commerce business, as VP of Business Development, bringing in the first revenue. At Lycos (Nasdaq: LCOS; Acq.: TEF) from 1998 to 2005, Alka first led as GM of a global suite of products and then as VP Corp Development and Strategy. She earned an MBA from The Wharton School and B.S. (cum laude) from Case Western Reserve University. Alka serves as a Board Director at MoneyGram (Nasdaq: MGI), GlobaliD, Digital Frontiers, and Flaist, Finance and Audit Committee for Menlo Park City School, and is a Limited Partner at Chestnut Ventures. She is an Advisor to Berkeley’s SkyDeck Accelerator and Venture Lab at the Wharton School and a frequent speaker on topics such as digital transformation, fintech, and blockchain, including at University of Michigan and University of Pennsylvania. Alka was also an early Charter Member and the Chair of Mentoring Program at TiE and early Advisory Board Member Women 2.0.
Brady Dougan, 62
Board Advisor
Mr. Dougan is currently serving as the CEO of Exos TFP Holdings LLC. Mr. Dougan has more than 30 years in the financial services industry, including 24 years at Credit Suisse and eight of those years as CEO. From 1983-1991, Mr. Dougan was part of a team that built Bankers Trust into a derivatives leader. From 1991-1995, he held various roles at Credit Suisse, helping to found and create Credit Suisse Financial Products. From 1996-2001 he served as Global Head of Equities and Investment Banking and was responsible for supervising and overseeing all equities, derivatives, and cash sales and trading, capital markets, and equities research businesses. In 2002-2004 he was Co President, Global Institutional Services adding fixed income sales, trading and research (including rates, credit, emerging markets and securitized products) to his suite of responsibilities and successfully managed the business through the crisis. From 2004-2007, Mr. Dougan was CEO of the Global Investment Bank. Mr. Dougan also served as a Director on the Executive Board of Directors of the U.S. broker-dealer from October 1999 until mid- 2004. From June 2004 to mid-2007, Mr. Dougan served as CEO of Investment Banking and acting CEO Credit Suisse Americas when he served as CEO of the U.S. broker-dealer. In 2007, Mr. Dougan was appointed CEO of Credit Suisse Group where he remained until his departure from the firm in June 2015.



