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 March 31, 2022

☐ 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.)

473 Jackson St., Suite 300

San Francisco, CA 94111

(Address of principal executive offices)

(415) 715-4377

(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 May 12, 2022, there were 23,000,000 shares of Class A common stock, $0.0001 par value, and 5,750,000 shares of Class B common stock, $0.0001 par value, issued and outstanding.


		Page
PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements	1

	Balance Sheets as of December 31, 2021 and March 31, 2022 (unaudited)	1

	Statements of Operations for the three months ended March 31, 2022 and for the period from March 15, 2021 (inception) through March 31, 2021 (unaudited)	2

	Statements of Changes in Stockholder’s (Deficit) Equity for the three months ended March 31, 2022 and for the period from March 15, 2021 (inception) through March 31, 2022 (unaudited)	3

	Statements of Cash Flows for the three months ended March 31, 2022 and for the period from March 15, 2021 (inception) through March 31, 2022 (unaudited)	4

	Notes to Unaudited Financial Statements	5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	25

Item 4.	Controls and Procedures	25

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	26

Item 1A.	Risk Factors	26

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities	26

Item 3.	Defaults Upon Senior Securities	26

Item 4.	Mine Safety Disclosures	26

Item 5.	Other Information	26

Item 6.	Exhibits	27


	March 31,		December 31,
	2022		2021
	(unaudited)
ASSETS
Current Assets:
Cash	$	496,980	$	896,517
Prepaid expenses		569,788		569,788
Total Current Assets		1,066,768		1,466,305

Investments held in the Trust Account		234,640,150		234,609,686

Non-current prepaid assets		315,527		457,974
Total Assets	$	236,022,445	$	236,533,965

LIABILITIES, COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS’ DEFICIT
Current Liabilities:
Accounts payable and accrued expenses	$	137,144	$	212,349
Accrued offering costs		415,907		415,907
Due to related party		111,058		81,058
Working capital loan - Sponsor		300,000		300,000
Total Current Liabilities		964,109		1,009,314

Deferred underwriting compensation		8,050,000		8,050,000
Total liabilities		9,014,109		9,059,314

COMMITMENTS AND CONTINGENCIES (Note 6)

Class A common stock subject to possible redemption; 23,000,000 shares (at redemption value of $10.20 per share)		234,600,000		234,600,000

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 March 31, 2022 and December 31, 2021, respectively (excluding 23,000,000 shares subject to possible redemption)		—		—
Class B Common Stock, $0.0001 par value, 20,000,000 shares authorized, 5,750,000 shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively		575		575
Additional paid-in capital		—		—
Accumulated deficit		(7,592,239)		(7,125,924)
Total Stockholders’ Deficit		(7,591,664)		(7,125,349)
Total Liabilities, Common Stock Subject to Possible Redemption and Stockholders’ Deficit	$	236,022,445	$	236,533,965


			For the
			Period
			From
			March 15, 2021
	For the Three Months		(Inception)
	Ended		Through
	March 31,		March 31,
	2022		2021
EXPENSES
Financial services and administrative fee - related party	$	142,500	$	—
General and administrative		354,279		5,000
TOTAL EXPENSES		496,779		5,000

OTHER INCOME
Income earned on investments held in Trust Account		30,464		—
TOTAL OTHER INCOME		30,464		—

Net loss	$	(466,315)	$	(5,000)

Weighted average number of shares of Class A common stock outstanding, basic and diluted		23,000,000		—
Basic and diluted net loss per share of Class A common stock	$	(0.02)	$	(0.00)

Weighted average number of shares of Class B common stock outstanding, basic and diluted (1)		5,750,000		5,000,000
Basic and diluted net loss per share of Class B common stock	$	(0.02)	$	(0.00)


	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 loss	—		—		—		(466,315)		(466,315)
Balance as of March 31, 2022	5,750,000	$	575	$	—	$	(7,592,239)	$	(7,591,664)


			For the Period
			from March
	For the Three		15, 2021
	Months		(Inception)
	Ended		Through
	March 31,		March 31,
	2022		2021
Cash Flows From Operating Activities:
Net loss	$	(466,315)	$	(5,000)
Adjustments to reconcile net loss to net cash used in operating activities:
Operating costs paid by related parties		30,000		5,000
Investment income earned on treasury securities held in Trust Account		(30,464)		—
Changes in operating assets and liabilities:
Prepaid expenses		142,447		—
Accounts payable and accrued expenses		(75,205)		—
Net Cash Used In Operating Activities		(399,537)		—


Net change in cash		(399,537)		—
Cash at beginning of year		896,517		—
Cash at end of year	$	496,980	$	—

Supplemental disclosure of non-cash financing activities:

Deferred offering costs included in accrued offering costs	$	—	$	125,768
Deferred offering costs paid by stockholder receivable	$	—	$	25,000


	December 31,
	2021
Gross proceeds	$	230,000,000
Less:
Issuance costs allocated to Class A common stock		(13,180,210)
Proceeds allocated to Public Warrants		(5,182,453)
		(18,362,663)

Plus:
Remeasurement adjustment of carrying value to redemption value		22,962,663
Class A common stock subject to possible redemption	$	234,600,000


			For the Period From
			March 15, 2021
	Three Months Ended		(inception)
	March 31,		Through March 31,
	2022		2021

Class A Common Stock
Numerator: Loss allocable to Class A Common Stock	$	(373,052)	—
Denominator: Basic and diluted weighted average shares outstanding		23,000,000	—
Basic and diluted net loss per share, Class A Common Stock	$	(0.02)	—


Class B Common Stock
Numerator: Loss allocable to Class B Common Stock	$	(93,263)	(5,000)
Denominator: Basic and diluted weighted average shares outstanding (1)		5,750,000	5,000,000
Basic and diluted net loss per share, Class B Common Stock	$	(0.02)	(0.00)


			March 31,		December 31,
Description	Level		2022		2021
Assets:
Investments held in Trust Account		1	$	234,640,150	$	234,609,686



No.		Description of Exhibit
31.1*		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*		Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH*		Inline XBRL Taxonomy Extension Schema Document
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		Inline XBRL Taxonomy Extension Labels Linkbase Document
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		The cover page for the Company’s Quarterly Report on Form 10-Q has been formatted in Inline XBRL and contained in Exhibit 101.


	EXCELFIN ACQUISITION CORP.

Date: May 12, 2022	/s/ Logan Allin
	Name:	Logan Allin
	Title:	Chief Executive Officer

SEC Form 10-Q filed by ExcelFin Acquisition Corp