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, 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.)

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 19, 2023, there were 4,788,792 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.	Condensed Financial Statements

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

	Condensed Statements of Operations for the three months ended March 31, 2023 (unaudited) and March 31, 2022 (unaudited)	4

	Condensed Statements of Changes in Stockholder’s Deficit for the three months ended March 31, 2023 (unaudited) and March 31, 2022 (audited)	5

	Condensed Statements of Cash Flows for the three months ended March 31, 2023 (unaudited) and March 31, 2022 (audited)	6

	Condensed Notes to Unaudited Financial Statements	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	27

Item 4.	Controls and Procedures	27

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	29

Item 1A.	Risk Factors	29

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities	29

Item 3.	Defaults Upon Senior Securities	29

Item 4.	Mine Safety Disclosures	29

Item 5.	Other Information	29

Item 6.	Exhibits	30


	March 31,		December 31,
	2023		2022
	(unaudited)		(audited)
ASSETS
Current Assets:
Cash	$	369,795	$	351,432
Prepaid expenses		368,028		457,974
Total Current Assets		737,823		809,406

Investments held in the Trust Account		240,045,402		237,735,165

Total Assets	$	240,783,225	$	238,544,571

LIABILITIES, COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS’ DEFICIT
Current Liabilities:
Accounts payable and accrued expenses	$	500,659	$	310,901
Income tax payable		1,139,325		620,346
Franchise tax payable		50,000		211,090
Accrued offering costs		415,907		415,907
Due to related parties		232,724		538,558
Working capital loan - Sponsor		802,450		300,000
Total Current Liabilities		3,141,065		2,396,802

Deferred underwriting compensation		8,050,000		8,050,000
Total liabilities		11,191,065		10,446,802

COMMITMENTS AND CONTINGENCIES (Note 6)

Class A common stock subject to possible redemption; 23,000,000 shares (at redemption value; $10.39 and $10.30 per share at March 31, 2023 and December 31, 2022, respectively)		238,856,078		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 March 31, 2023 and December 31, 2022, respectively (excluding 23,000,000 shares subject to possible redemption)		—		—
Class B Common Stock, $0.0001 par value, 50,000,000 shares authorized, 5,750,000 shares issued and outstanding as of March 31, 2023 and December 31, 2022, respectively		575		575
Additional paid-in capital		—		—
Accumulated deficit		(9,264,493)		(8,806,536)
Total Stockholders’ Deficit		(9,263,918)		(8,805,961)
Total Liabilities, Common Stock Subject to Possible Redemption and Stockholders’ Deficit	$	240,783,225	$	238,544,571


	For the Three		For the Three
	Months Ended		Months Ended
	March 31,		March 31,
	2023		2022
EXPENSES
Financial services and administrative fee - related party	$	30,000	$	142,500
Franchise tax		50,000		—
General and administrative		427,958		354,279
TOTAL EXPENSES		507,958		496,779

OTHER INCOME
Income earned on Investments held in Trust Account		2,521,328		30,464
TOTAL OTHER INCOME		2,521,328		30,464

Net income (loss) before provision for income taxes		2,013,370		(466,315)

Provision for income taxes		518,979		—

Net income (loss)	$	1,494,391	$	(466,315)
Weighted average number of shares of Class A common stock outstanding, basic and diluted		23,000,000		23,000,000
Basic and diluted net income (loss) per share of Class A common stock	$	0.05	$	(0.02)
Weighted average number of shares of Class B common stock outstanding, basic and diluted		5,750,000		5,750,000
Basic and diluted net loss per share of Class B common stock	$	0.05	$	(0.02)


	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)


	For the		For the
	Three Months		Three Months
	Ended		Ended
	March 31,		March 31,
	2023		2022
Cash Flows From Operating Activities:
Net income (loss)	$	1,494,391	$	(466,315)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Operating costs paid by related parties		—		30,000
Investment income earned on treasury securities held in Trust Account		(2,521,328)		(30,464)
Changes in operating assets and liabilities:
Advances from related party		(305,833)		—
Prepaid expenses		89,946		142,447
Income tax payable		518,979		—
Franchise tax payable		(161,090)		—
Accounts payable and accrued expenses		189,758		(75,205)
Net Cash Used In Operating Activities		(695,177)		(399,537)


Cash Flows From Investing Activities:
Withdrawal of trust account funds for taxes		211,090		—
Net Cash Provided by Investing Activities		211,090		—

Cash Flows From Financing Activities:
Proceeds from Working Capital Loan		502,450		—
Net Cash Provided by Financing Activities		502,450		—

Net change in cash		18,363		(399,537)
Cash at beginning of period		351,432		896,517
Cash at end of year period	$	369,795	$	496,980

Non-cash financing activities:
Remeasurement of Class A common stock subject to possible redemption	$	1,952,348	$	—


Class A common stock subject to possible redemption – December 31, 2021	$	234,600,000
Remeasurement adjustment of carrying value to redemption value		2,303,730
Class A common stock subject to possible redemption – December 31, 2022		236,903,730
Remeasurement adjustment of carrying value to redemption value		1,952,348
Class A common stock subject to possible redemption – March 31, 2023	$	238,856,078


	For the		For the
	Three Months Ended		Three Months Ended
	March 31,		March 31,
	2023		2022
Class A Common Stock
Numerator: Income (loss) allocable to Class A Common Stock	$	1,195,513	$	(373,052)
Denominator: Basic and diluted weighted average shares outstanding		23,000,000		23,000,000
Basic and diluted net income (loss) per share, Class A Common Stock	$	0.05	$	(0.02)

Class B Common Stock
Numerator: Income (loss) allocable to Class B Common Stock	$	298,878	$	(93,263)
Denominator: Basic and diluted weighted average shares outstanding		5,750,000		5,750,000
Basic and diluted net income (loss) per share, Class B Common Stock	$	0.05	$	(0.02)


			March 31,		December 31,
Description	Level		2023		2022
Assets:
Investments held in Trust Account		1	$	240,045,402	$	237,735,165


No.		Description of Exhibit
10.1		Form of Non-Redemption Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Report on Form 8-K filed with the SEC on March 24, 2023)
31.1*		Certification of Principal Executive Officer and 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 and 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 19, 2023	/s/ Joe Ragan
	Name:	Joe Ragan
	Title:	Chief Executive Officer & Chief Financial Officer