SEC Comment Letter 0000000000-24-006930 to ExcelFin Acquisition Corp. (XFIN, XFINU, XFINW) (CIK 0001852749)
ExcelFin Acquisition Corp. (XFIN, XFINU, XFINW) (CIK 0001852749)
Date: June 17, 2024 · CIK: 0001852749 · Accession: 0000000000-24-006930
AI Filing Summary & Sentiment
File numbers found in text: 001-40933
Letter
United States securities and exchange commission logo June 17, 2024 Joe Ragan Chief Executive Officer ExcelFin Acquisition Corp. 100 Kingsley Park Dr. Fort Mill, SC 29715 Re:ExcelFin Acquisition Corp. Preliminary Proxy Statement on Schedule 14A Filed June 12, 2024 File No. 001-40933 Dear Joe Ragan: We have reviewed your filing and have the following comment. Please respond to this letter within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe a comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this letter, we may have additional comments. Preliminary Proxy Statement on Schedule 14A Risk Factors, page 15 1.We note that you are seeking to extend your termination date to December 25, 2024, which is a date that is 38 months from your initial public offering. Since Section IM-5101- 2 of the Nasdaq listing rules requires that a special purpose acquisition company complete a business combination within 36 months of the effectiveness of the initial public offering registration statement, please disclose that your proposal to extend your termination date beyond 36 months does not comply with this rule and describe the risks of your non- compliance, including that your shares may be subject to suspension and delisting from Nasdaq. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact Kibum Park at 202-551-6836 or Isabel Rivera at 202-551-3518 with any questions.
FirstName LastNameJoe Ragan Comapany NameExcelFin Acquisition Corp. June 17, 2024 Page 2 FirstName LastName Joe Ragan ExcelFin Acquisition Corp. June 17, 2024 Page 2 Sincerely, Division of Corporation Finance Office of Real Estate & Construction cc: Bill Nelson, Esq.
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United States securities and exchange commission logo
June 17, 2024
Joe Ragan
Chief Executive Officer
ExcelFin Acquisition Corp.
100 Kingsley Park Dr.
Fort Mill, SC 29715
Re:ExcelFin Acquisition Corp.
Preliminary Proxy Statement on Schedule 14A
Filed June 12, 2024
File No. 001-40933
Dear Joe Ragan:
We have reviewed your filing and have the following comment.
Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this letter, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A
Risk Factors, page 15
1.We note that you are seeking to extend your termination date to December 25, 2024,
which is a date that is 38 months from your initial public offering. Since Section IM-5101-
2 of the Nasdaq listing rules requires that a special purpose acquisition company complete
a business combination within 36 months of the effectiveness of the initial public offering
registration statement, please disclose that your proposal to extend your termination date
beyond 36 months does not comply with this rule and describe the risks of your non-
compliance, including that your shares may be subject to suspension and delisting from
Nasdaq.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Please contact Kibum Park at 202-551-6836 or Isabel Rivera at 202-551-3518 with any
questions.
FirstName LastNameJoe Ragan
Comapany NameExcelFin Acquisition Corp.
June 17, 2024 Page 2
FirstName LastName
Joe Ragan
ExcelFin Acquisition Corp.
June 17, 2024
Page 2
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc: Bill Nelson, Esq.