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December 20, 2023
Haimei Wu
Chief Executive Officer
Baird Medical Investment Holdings Limited
Room 202, 2/F, Baide Building, Building 11, No.15
Rongtong Street, Yuexiu District, Guangzhou, People's Republic of China
Re:Baird Medical Investment Holdings Limited
Amendment No. 1 to Registration Statement on Form F-4
Filed November 28, 2023
File No. 333-274114
Dear Haimei Wu:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our September 20, 2023 letter.
Amendment No. 1 to Registration Statement on Form F-4 Filed November 28, 2023
Cover Page
1.We note your disclosure that "PubCo, with Tycoon being its wholly-owned subsidiary
after the Business Combination, is a holding company incorporated in the Cayman Islands
with its registered office in the Cayman Islands. PubCo conducts its operations through
Tycoon and its subsidiaries, and PubCo’ s global headquarters are based in Guangzhou in
the People’s Republic of China, or Mainland China." Please revise your disclosure to
clearly state that you are not a Chinese operating company, but a Cayman Islands holding
company with operations conducted by your subsidiary. As a related matter, we note your
disclosure that "investments in PubCo’s Ordinary Shares are not purchases of equity
securities of these operating subsidiaries in Mainland China but instead are purchases of
equity securities of a Cayman Islands holding company with no material operations of its
own." Please revise your disclosure to clearly state that investors may never hold equity

 FirstName LastNameHaimei Wu
 Comapany NameBaird Medical Investment Holdings Limited
 December 20, 2023 Page 2
 FirstName LastName
Haimei Wu
Baird Medical Investment Holdings Limited
December 20, 2023
Page 2
interests in the Chinese operating company. Please also revise the disclosure on your
cover page to clearly disclose how you will refer to the holding company and its
subsidiary when providing the disclosure throughout the document so that it is clear to
investors which entity the disclosure is referencing and which subsidiaries or entities are
conducting the business operations.
2.We note your response to comment 3 and your revised disclosure that "because our
business is subject to the laws and regulations of the PRC, there are additional legal and
operational risks associated with being based in China," with a cross reference to your risk
factor disclosure. Please further revise your disclosure as follows:

•Please revise your disclosure to clearly state that the legal and operational risks
associated with being based in China could result in a material change in your
operations.

•Where you disclose that there may be an impact on the value of your
securities, disclose that the value of your securities could significantly decline and
that the value of such securities could become worthless.

•We note your disclosure that "expanding the categories of industries and companies
whose foreign securities offerings are subject to government review could
significantly limit or hinder PubCo’s ability to offer or continue to offer securities to
investors." Please revise the disclosure on your cover page to more broadly state
that the legal and operational risks associated with being based in or having the
majority of the company’s operations in China could result in a material change in
your operations and/or the value of the securities you are registering for sale or could
significantly limit or completely hinder your ability to offer or continue to offer
securities to investors and cause the value of such securities to significantly decline or
be worthless.

For additional guidance, please see the Division of Corporation Finance's Sample Letter to
China-Based Companies issued by the Staff in December 2021.
3.As a related matter, we note your revised disclosure that "the approval of the China
Securities Regulatory Commission (the "CSRC"), the Cyberspace Administration of
China (the “CAC”), or other PRC regulatory agencies will be required in connection with
the Business Combination." However, we also note your disclosure that "[e]xcept for the
Trial Measures, no other relevant laws or regulations in the PRC explicitly require Baird
Medical to seek approval from the Cyberspace Administration of China ("CAC") or any
other PRC governmental authorities for its overseas listing plan." Please revise your
disclosure for consistency, and to clearly disclose each permission or approval that you or
your subsidiaries are required to obtain from Chinese authorities to operate your business
and to offer the securities being registered to foreign investors.

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 December 20, 2023 Page 3
 FirstName LastName
Haimei Wu
Baird Medical Investment Holdings Limited
December 20, 2023
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Risk Factor Summary, page 14
4.For each risk factor in your summary, please provide a cross reference to the more
detailed discussion of each of this risks elsewhere in the prospectus.  Revise your risk
factor summary to describe the significant regulatory, liquidity, and enforcement risks.
For example, in your risk factor summary, specifically discuss risks arising from the legal
system in China, including risks and uncertainties regarding the enforcement of laws and
that rules and regulations in China can change quickly with little advance notice; and the
risk that the Chinese government may intervene or influence your operations at any time,
or may exert more control over offerings conducted overseas and/or foreign investment in
China-based issuers, which could result in a material change in your operations and/or the
value of the securities you are registering for sale. Acknowledge any risks that any actions
by the Chinese government to exert more oversight and control over offerings that are
conducted overseas and/or foreign investment in China-based issuers could significantly
limit or completely hinder your ability to offer or continue to offer securities to investors
and cause the value of such securities to significantly decline or be worthless.
Questions and Answers for Stockholders of ExcelFin, page 17
5.We acknowledge your response to prior comment 5, including that The ExcelFin private
placement warrants will be terminated upon the closing of the Business Combination.
Given that the private placement warrants will not be cancelled until closing of the
business combination, please expand your disclosure to address the material risks, if any,
to public warrant holders arising from the differences between private and public
warrants. As a related matter, we note your disclosure on page 134 that the Sponsor paid
an aggregate of $11,700,000 for the private placement warrants, has agreed to surrender
the private placement warrants for no additional consideration, will be issued PubCo
ordinary shares in exchange for its Class A common stock, and "[i]f the Business
Combination does not close, the private placement warrants will expire worthless and the
Sponsor will have no means to recover its $11,700,000 investment in ExcelFin." Please
clarify how the Sponsor will recover its $11,700,000 investment in the private placement
warrants if it has agreed to surrender the warrants for no consideration, including if the
Sponsor will receive shares in PubCo in exchange for shares underlying the private
placement warrants.
Q: What equity stake will current stockholders of ExelFin and Baird Medical hold in PubCo after
the Closing?, page 21
6.We note your revised disclosure in response to comment 7, including an interim scenario
of 17.7% redemptions. Please clarify what percentage of public shareholders redeem their
shares in your maximum redemption scenario. Please also revise to clarify whether it is
possible that more public shareholders may redeem than assumed for the purposes of your
maximum redemption scenario.

 FirstName LastNameHaimei Wu
 Comapany NameBaird Medical Investment Holdings Limited
 December 20, 2023 Page 4
 FirstName LastName
Haimei Wu
Baird Medical Investment Holdings Limited
December 20, 2023
Page 4
Summary of the Proxy Statement/Prospectus, page 36
7.Revise your summary of the proxy statement/prospectus to disclose, as you do elsewhere
in your filing, each permission or approval that you or your subsidiaries are required to
obtain from Chinese authorities to operate your business and to offer the securities being
registered to foreign investors. State whether you or your subsidiaries are covered by
permissions requirements from the China Securities Regulatory Commission (CSRC),
Cyberspace Administration of China (CAC) or any other governmental agency that is
required to approve your subsidiaries operations, and state affirmatively whether you have
received all requisite permissions or approvals and whether any permissions or approvals
have been denied. Please also describe the consequences to you and your investors if you
or your subsidiaries: (i) do not receive or maintain such permissions or approvals, (ii)
inadvertently conclude that such permissions or approvals are not required, or (iii)
applicable laws, regulations, or interpretations change and you are required to obtain such
permissions or approvals in the future.
8.Disclose that trading in your securities may be prohibited under the Holding Foreign
Companies Accountable Act if the PCAOB determines that it cannot inspect or investigate
completely your auditor, and that as a result an exchange may determine to delist your
securities.
Manufacture License, page 37
9.We note your disclosure on page 38 that Baird Medical does not believe that the 2022
Supervisory and Administrative Measures for Production will have a material impact on
its business operations. Please expand your disclosure to explain why you do not believe
such regulations will have a material impact on your business operations, including any
underlying assumptions.
Unaudited Pro Forma Condensed Combined Financial Information, page 64
10.We note your response to comment 13.  You concluded that the Earnout Shares did not
qualify for equity treatment as the Earnout Shares provisions contained a change of
control feature.  Please address what consideration was given as to whether the Earnout
Shares and corresponding change of control provisions represent an exercise contingency
as addressed in ASC 815-40-15-7.  Please also address what consideration you gave to the
guidance in ASC 815-40-15-7A and 15-7B in determining the appropriate accounting for
the Earnout Shares.  Please specifically provide us your analysis of Step 1 and Step 2
under ASC 815-40-15-7.
Comparative Share Information, page 76
11.We note your response to comment 16.  Please also provide the equivalent pro forma per
share data required by Item 3(f) of Part I.A of the Form F-4, or help us understand why it
is not provided.

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 December 20, 2023 Page 5
 FirstName LastNameHaimei Wu
Baird Medical Investment Holdings Limited
December 20, 2023
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Risk Factors Relating to Baird Medical's Business and Industry, page 78
12.We note your revised disclosure in response to prior comment 17, which we reissue in
part. In addition to disclosing the proportion of the microwave ablation markets in the
U.S. and E.U. relative to the overall tumor ablation therapy market, please revise to
disclose the estimated total addressable market for the microwave ablation markets in
each of the U.S., E.U., and Southeast Asia to the extent known. For example, we refer to
your disclosure relating to market size of the tumor ablation industry in China on page
227. Please also expand your disclosure relating to the expected timeline for Baird
Medical’s business strategy in the E.U. to include the proposed timeline of the milestones
for its research and development process and clinical trials, rather than focusing on its
plans to obtain its CE certification in 2025.
Risks Related to Doing Business in China, page 104
13.We note your response to prior comment 23, which we reissue in part. We note that your
disclosure on pages 110 and 111 and elsewhere continues to state that the PRC
government “intervenes to optimize China’s economy,” has “implemented various
measures to encourage economic growth,” and may “strengthen oversight” over your
operations. Please revise your disclosure, including the disclosure noted above, to
clearly describe any material impact that intervention or control by the PRC government
has or may have on your business or on the value of your securities. Your disclosure
should highlight separately the risk that the Chinese government may intervene or
influence your operations at any time, which could result in a material change in your
operations and/or the value of the securities you are registering. Also, given recent
statements by the Chinese government indicating an intent to exert more oversight and
control over offerings that are conducted overseas and/or foreign investment in China-
based issuers, acknowledge the risk that any such action could significantly limit or
completely hinder your ability to offer or continue to offer securities to investors and
cause the value of such securities to significantly decline or be worthless. We remind you
that, pursuant to federal securities rules, the term “control” (including the terms
“controlling,” “controlled by,” and “under common control with”) means “the possession,
direct or indirect, of the power to direct or cause the direction of the management and
policies of a person, whether through the ownership of voting securities, by contract, or
otherwise.”
Background of the Business Combination, page 182
14.We note your revised disclosure on page 184 in response to prior comment 34, which we
reissue in part. Please revise to clarify when ExcelFin ceased discussions with the various
other potential targets, including Company A and the three other FinTech companies, and
when ExcelFin decided to expand its focus beyond the FinTech industry and reached out
to its network of professional contacts. You also disclose that Mr. Jidong facilitated an
introduction between Brian Sun and Haimei Wu of Baird Medical on February 11, 2023.

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Please also revise to clarify when Mr. Jidong recommended Baird Medical to Brian Sun.
15.We acknowledge your revised disclosure in response to prior comment 36, which we
reissue in part. We note that you continue to disclose general topics or “packages” that
were discussed at meetings without providing additional detail regarding the substance of
those discussions and material terms of the relevant agreements. By way of example only,
please expand your disclosure relating to the “financial package” ExelFin received on
April 10, 2023 and the “several proposed transaction structures” discussed on May 15,
2023.
16.We note your response to prior comment 37, which we reissue in part. Please revise this
section to include a discussion of the evolution of the key negotiated terms during the
period between February 25, 2023 and April 3, 2023, including the multiple conference
calls and drafts of the LOI that were exchanged