Baird Medical Completes Business Combination with ExcelFin SPAC

TL;DR

Baird Medical and ExcelFin SPAC just merged on Oct 1, 2024. Big deal for Baird.

AI Summary

On October 1, 2024, Baird Medical Investment Holdings Limited (PubCo) completed a business combination with ExcelFin Acquisition Corp. (SPAC). This transaction involved a merger with Betters Medical Merger, signifying a significant corporate event for Baird Medical.

Why It Matters

The completion of this business combination marks a significant step for Baird Medical, potentially leading to increased capital, enhanced market presence, and new growth opportunities.

Risk Assessment

Risk Level: medium — Business combinations, especially those involving SPACs, carry inherent risks related to integration, market reception, and future performance.

Key Players & Entities

• Baird Medical Investment Holdings Limited (company) — Registrant (PubCo)
• ExcelFin Acquisition Corp. (company) — SPAC partner
• October 1, 2024 (date) — Date of business combination closing

FAQ

Key Financial Figures

• $0.0001 — convertible preferred shares, par value $0.0001 per share, of the Company (the "Preferr
• $2.9 million — erred Shares"), for a purchase price of $2.9 million (the "GFC Subscription Amount") and (ii
• $2 million — Wu Wenyuan must pay a purchase price of $2 million (the "Wu Subscription Amount") within s
• $10.00 — ereon, divided by a conversion price of $10.00. The Company may, at any time and at it

Filing Documents

• tm2425225d1_6k.htm (6-K) — 20KB
• tm2425225d1_ex99-1.htm (EX-99.1) — 16KB
• tm2425225d1_ex99-1img01.jpg (GRAPHIC) — 20KB
• 0001104659-24-105030.txt ( ) — 65KB

From the Filing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of October 2024 Commission File Number 001-42300 Baird Medical Investment Holdings Limited Room 202, 2/F, Baide Building, Building 11, No.15 Rongtong Street, Yuexiu District, Guangzhou, Peoples Republic of China (Address of principal executive offices) Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F Form 40-F Closing of the Business Combination (the "Closing") On October 1, 2024, Baird Medical Investment Holdings Limited, a Cayman Islands exempted company ("PubCo" or the "Company"), completed a business combination (the "Business Combination") with ExcelFin Acquisition Corp., a Delaware corporation ("SPAC"), pursuant to which (i) Betters Medical Merger Sub, Inc., a Delaware corporation ("Merger Sub 1"), merged with and into SPAC, with SPAC continuing as the surviving entity and as a wholly-owned subsidiary of PubCo and (ii) Betters Medical Merger Sub 2, Inc., a Delaware corporation ("Merger Sub 2"), merged with and into Betters Medical Newco, LLC, a Delaware limited liability company ("NewCo"), with NewCo continuing as the surviving entity and as a wholly-owned subsidiary of PubCo, in accordance with the terms of the Business Combination Agreement, dated June 26, 2023, as amended on March 11, 2024, May 16, 2024, June 17, 2024 and August 23, 2024 (the "Business Combination Agreement"), by and among the Company, SPAC, Betters Medical Investment Holdings Limited, a Cayman Islands exempted company ("Baird Medical"), Merger Sub 1, Merger Sub 2, Tycoon Choice Global Limited, a business company limited by shares incorporated under the laws of the British Virgin Islands and a wholly-owned subsidiary of Baird Medical, and NewCo. Capitalized terms used but not defined herein shall have the meanings given to them in the Business Combination Agreement. On October 1, 2024, the Company issued a press release announcing the Closing. A copy of the press release is attached hereto as Exhibit 99.1. PIPE Investment On October 1, 2024, the Company entered into (i) a Subscription Agreement with Grand Fortune Capital (H.K.) Company Limited ("GFC"), pursuant to which the Company issued to GFC at the Closing 290,000 Series A convertible preferred shares, par value $0.0001 per share, of the Company (the "Preferred Shares"), for a purchase price of $2.9 million (the "GFC Subscription Amount") and (ii) a Subscription Agreement with Wu Wenyuan, pursuant to which, Wu Wenyuan must pay a purchase price of $2 million (the "Wu Subscription Amount") within six months of Closing, in exchange for which the Company will issue to Wu Wenyuan 200,000 Preferred Shares. The GFC Subscription Amount was paid concurrently with the Closing, and the Wu Subscription Amount will be paid within six months after the Closing. At any time on or before the two-year anniversary of the issuance of the Preferred Shares, GFC and Wu Wenyuan may convert all or a portion of their respective Preferred Shares into a number of ordinary shares of the Company per Preferred Share at a conversion ratio equal to the sum of the original issue price of such Preferred Share and all accrued but unpaid dividends thereon, divided by a conversion price of $10.00. The Company may, at any time and at its sole option, choose to repurchase for cash all or a portion of the Preferred Shares, at a price per Preferred Share equal to the sum of 110% of the subscription price of such Preferred Share and all accrued but unpaid dividends thereon. Replacement of Jianguo Ma with Lijian Xu as an Independent Director and Chair of the Nominating and Corporate Governance Committee of the Board On September 26, 2024, Jianguo Ma resigned from the board of directors of the Company (the "Board") and Lijian Xu was appointed as an independent director of the Board in the place of Jianguo Ma. In addition, at the Closing, Lijian Xu was appointed as chairman of the Nominating and Corporate Governance Committee of the Board. Mr. Lijian Xu has over 30 years of experience working for financial institutions in the corporate management and the financial investment industry. He has worked for financial institutions such as Bank of China, China Fortune Financial Group, CDF Capital and Everbright Private Equity Fund, as well as corporations such as Zhongji Holdings Group, Fenghwa Group (SH600615), Fantasia Holdings Group (1777HK), Times Universal Group (2310HK) and Dasheng Times Cultural Investment Company Ltd (SH600892), where he has served as a director, president, general manager, and in other significant roles. Mr. Xu was also engaged in capital and credit management and strategic planning of commercial banks, corporate restructuring and listing, equity investment, cross-border mergers and acqui

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View this 6-K filing on SEC EDGAR