SecProbe.io

CORRESP
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March 15, 2024

VIA EDGAR

Tracey Houser

Jeanne Baker

Conlon Danberg

Lauren Nguyen

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Industrial Applications and Services

100 F Street, N.E.

Washington, D.C. 20549

 Re: Baird Medical Investment Holdings Limited

    Amendment No. 2 to Registration
Statement on Form F-4

    Filed January 19, 2024

    File No. 333-274114

Dear Mr. Newberry:

This letter is in response
to the comments of the staff of the United States Securities and Exchange Commission (the “Staff”) contained in your
letter dated February 6, 2024 (the “Comment Letter”), regarding Amendment No. 2 to Registration Statement
on Form F-4 (the “Registration Statement”), which was filed by Baird Medical Investment Holdings Limited (the
 “Company”) with the United States Securities and Exchange Commission (the “Commission”) on January 19,
2024.

The Company has filed today
Amendment No. 3 to the Registration Statement (“Amendment No. 3”) together with this letter via EDGAR correspondence.
For the convenience of the Staff, the numbering of the paragraphs below corresponds to the numbering of the comment in the Comment Letter,
the text of which the Company has incorporated into this response letter in italicized type, and which is followed by the Company’s
response. Unless otherwise indicated, all page references in the responses are to page numbers in Amendment No. 3. Capitalized
terms used herein but not defined shall have the meanings ascribed to them in Amendment No. 3.

Amendment No. 2 to Registration Statement
on Form F-4 filed January 19, 2024

Risk Factor Summary, page 14

 1. Comment: We note your revised disclosure in narrative form on page 14 in response to prior
comment 4, which we reissue in part. Please reformat your revised disclosure relating to the risks that having the majority of the company’s
operations in China pose to investors, including but not limited to the risks arising from the legal and regulatory system in China, into
a bullet point format that is consistent with this section. For such risk factors describing the significant regulatory, liquidity, and
enforcement risks, please also include cross-references to the more detailed discussion of each of the relevant risks in the prospectus.

Response:
The Company acknowledges the Staff’s comment and has revised the disclosure on the on page 14 of Amendment No. 3 in response
to the Staff’s comment to put the risk factors into a bullet point format and to add cross references thereto.

Q: What equity stake will current stockholders
of ExcelFin and Baird Medical hold...?, page 22

 2. Comment: We note your response to prior comment 6, which we reissue in part. Please also expand
your disclosure to clarify whether it is possible that more public shareholders may redeem than assumed for the purposes of your maximum
redemption scenario.

Response:
The Company acknowledges the Staff’s comment and has revised the disclosure on pages 24 - 25, 50 - 51, 70 - 71, 77 - 78 and
223 - 224 of Amendment No. 3 in response to the Staff’s comment. The Business Combination Agreement has been amended to
eliminate the requirement that $15.0 million in ExcelFin Closing Cash remain in the Trust. Both the ExcelFin Certificate of
Incorporation and the Business Combination Agreement require that pro forma net tangible assets at Closing equal at least $5,000,001
(the “Net Tangible Assets Test”). Pro forma net tangible assets will be increased by the proceeds if any, of the PIPE
Investments (as of the date of this letter, no PIPE Investors have committed to purchase such securities). In addition, application
of the Net Tangible Assets Test to determine Maximum Redemptions (assuming zero in PIPE Investment) would result in negative cash
available at Closing, based upon the June 30, 2023 pro forma balance sheet. Also, Closing is conditioned upon the PubCo
Ordinary Shares being approved for listing on Nasdaq, which will require, among other things, PubCo having at least 300 round-lot
holders and $15.0 million in freely tradable shares. Consequently, to the extent that any PubCo Ordinary Shares are issued in the
PIPE Investment, the maximum number of shares redeemed could be increased, subject to the minimum amount necessary to meet Nasdaq
listing standards. Since the ability of the parties to close the Transactions based upon the number of shares of Class A Common
Stock remaining outstanding at Closing is subject to a number of interdependent variables, the Maximum Redemptions Number assumes
that at least $11,742,456 remains in the Trust Account following all redemptions (sufficient to ensure that pro forma cash does not
go below zero), and the maximum number of redeemed shares is that amount divided by $10.39 per share.

Manufacture License, page 39

 3. Comment: We note your revised disclosure in response to prior comment 9 refers to the updates
and revisions to the 2022 Supervisory and Administrative Measures for Production. Please expand your disclosure relating to such updates
and revisions to the 2022 Supervisory and Administrative Measures for Production and clarify, if true, that you are subject to and in
compliance with such regulation. We refer to your disclosure on page 304.

Response:
The Company acknowledges the Staff’s comment and has revised the disclosure on pages 40, 321 – 322 and 324 of Amendment
No. 3 in response to the Staff’s comment to expand its disclosure relating to the updates and revisions to the 2022 Supervisory
and Administrative Measures for Production and reflect that the Company is subject to and in compliance with the 2022 Supervisory and
Administrative Measures for Production.

Unaudited Pro Forma Condensed Combined Financial
Information, page 67

 4. Comment: Please address your accounting for each of the following transactions as well as what
consideration was given as to how they should be reflected in your pro forma financial information:

 · In connection with the extension of the expiration date of ExcelFin to October 25, 2023, the Sponsor
agreed to transfer 1,250,000 founder shares upon the closing of the Business Combination to certain parties who agreed not to redeem their
ExcelFin public shares in connection with that extension;

 · At Closing, the Sponsor will be issued 3,150,00 PubCo Ordinary Shares and 1,350,000 Earnout Shares
and the transferees will be issued 1,250,000 PubCo Ordinary Shares;

 · On October 25, 2023, the Sponsor exercised its right to convert all of the founder shares into
an equal number of shares of ExcelFin Class A Common Stock; and

 · The Sponsor paid an aggregate of $11,700,000 for 11,700,000 private placement warrants in connection
with the IPO. In connection with the Business Combination Agreement, the Sponsor has agreed to surrender all of the private placement
warrants for no additional consideration.

Response:
The Company acknowledges the Staff’s comment and has revised the disclosure on pages 72 - 73, 78 and 80 of Amendment No. 3
in response to the Staff’s comment.

 · With respect to the transfer by the Sponsor of 1,250,000 founder shares upon the closing of the Business
Combination to certain parties who agreed not to redeem their ExcelFin public shares in connection with the extension, the Company has
revised the Pro Forma Balance Sheet to reflect the fair value of the transferred 1,250,000 founder shares as an expense in accordance
with SEC Staff Accounting Bulletin 5T. See adjustment M on page 80 of Amendment No. 3.

 · With respect to the issuance of 3,150,00 PubCo Ordinary Shares and 1,350,000 Earnout Shares to the Sponsor
and the issuance of 1,250,000 PubCo Ordinary Shares to the transferees: the 3,150,000 PubCo Ordinary Shares are reflected in adjustment
G; the 1,350,000 PubCo Ordinary Shares are reflected in adjustment G and the earnout fair value liability is reflected in adjustment J;
and the 1,250,000 PubCo ordinary Shares are discussed immediately above and are reflected in adjustment M.

 · With respect to the conversion of founder shares into an equal number of shares of ExcelFin Class A
Common Stock, this conversion is already reflected in adjustment G.

 · With respect to the Sponsor’s surrender of 11,700,000 private placement warrants, the pro forma
financial information has been revised to reflect the fair value of the surrendered warrants as an expense in accordance with SEC Staff
Accounting Bulletin 5T. See adjustment N.

 5. Comment: Regarding your response to prior comment 10, we note your conclusion that since “the
change in control provision that accelerates the vesting is not based on the stock price or another fixed-to-fixed adjustment” then
equity classification is precluded. Please provide further elaboration regarding the basis for this conclusion. Also, please clarify for
us whether there are any circumstances under which the earnout obligation would be settled in cash or whether the number of shares issued
because of a change in control would be variable.

Response:
The Company acknowledges the Staff’s comment. The Company considered the equity classification conditions in ASC 815-40-25. To qualify
for equity treatment, the Sponsor Earnout Shares provisions can only include assumptions in a fixed- to-fixed model, such as strike price
and term of the instrument, expected dividends or other dilutive activities, stock borrowing fees, Interest rates, stock price volatility,
the entity’s credit spread and the ability to maintain a standard hedge position in the underlying shares.

The Sponsor Earnout Shares provisions
in the Sponsor Support Agreement include the following:

“7. Earnout Shares (b) In
the event that there is a Change of Control of PubCo after the Effective Time and prior to the date that is the fifth anniversary of the
Effective Time, the Earnout Shares (to the extent not already fully vested in connection with the Triggering Event) shall become fully
vested immediately prior to such Change of Control, such that the holders of the Earnout Shares shall be entitled to receive in such Change
of Control the consideration which would have been issuable or payable to them in such Change of Control (including the right to elect
to receive different forms of consideration) if they had held the Earnout Shares immediately prior to the consummation thereof.”

The above change in control provision
is not an assumption in the fixed-to-fixed model. Therefore the Company concluded that the Sponsor Earnout Shares did not qualify for
equity treatment as the Sponsor Earnout Shares provisions contained a change of control feature, which is not an assumption in the fixed-to-fixed
model.

There are 1,350,000 Sponsor Earnout
Shares. There is one trigger in the provisions that results in the earning of the shares — a specific stock price. As such, there
is no variability in the number of shares issued under the earnout provision. Further, there are no circumstances where the earnout would
be settled in cash.

Comparative Share Information, page 76

 6. Comment: We note your response to comment 11. As previously requested, 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. Please refer to Instruction 1 to which states that equivalent pro forma per share amounts shall be calculated by multiplying
the pro forma income (loss) per share, pro forma book value per share, and the pro forma dividends per share of the registrant by the
exchange ratio so that the per share amounts are equated to the respective values for one share of the company being acquired.

Response:
The Company acknowledges the Staff’s comment and has revised the disclosure on pages 84 - 85 of Amendment No. 3 in response
to the Staff’s comment. Tycoon has one share outstanding, and pursuant to the Business Combination Agreement and Share Contribution,
on August 3, 2023, Baird Medical contributed that one share it held in Tycoon to PubCo in exchange for 20,588,235 PubCo Ordinary
Shares that were not subject to redemption. Therefore, the exchange ratio for the following per share amounts is determined by dividing
20,588,235 by the weighted average shares outstanding, basic and diluted, in each redemption scenario set forth below, namely 27,268,440,
26,703,356 and 26,138,272, making the exchange ratio 0.755, 0.771 and 0.788. The amounts in the corresponding columns have been adjusted
to reflect the foregoing.

Certain Unaudited Baird Medical Prospective
Financial Information, page 98

 7. Comment: We note your revised disclosure in response to comment 15, including on page 190
that, “On April 10, 2023, ExcelFin received a financial package consisting of Baird Medical audit reports for the years 2019-2022
and a financial forecast for 2023-2025 from Baird Medical’s advisors.” Please clarify whether the forecast received on April 10,
2023 is the same as the prospective financial information described in this section. If not, please disclose the relevant forecast and
provide the assumptions underlying the forecast. In addition, please explain the difference in assumptions underlying two different sets
of prospective financial information, if applicable.

Response:
The Company acknowledges the Staff’s comment and has revised the disclosures on pages 197 - 198 to correct that the “financial
package” was initially received by ExcelFin in the virtual data room on February 21, 2023, and on April 10, 2023, a call
was held to review such financial package. The Company has clarified that Baird Medical and ExcelFin worked collaboratively between May 30,
2023 and June 18, 2023 to refine the assumptions and analyses for the projections for 2023 and 2024, which culminated in the projections
included in the Registration Statement in the section titled “Certain Unaudited Baird Medical Prospective Financial Information.”
Such projections were the only projections considered by the ExcelFin Board when evaluating the Business Combination at the time of its
approval, and the assumptions and analyses underlying those projections are detailed in such section of the
Registration Statement. Disclosure has also been made regarding the original projections, as well as the differences in the assumptions
underlying the original projections and the projections reviewed by the ExcelFin Board as part of the approval of the Business Combination.

Risks Related to Doing Business in China, page 107

 8. Comment: We note your revised disclosure in response to prior comment 13, which we reissue in
part. We are concerned that the noted disclosures below mitigate the challenges you face as you continue to state that the PRC government:

 · “has implemented measures emphasizing the utilization of market forces for economic reform and
the establishment of improved corporate governance in business enterprises, the PRC government continues to play a significant role in
regulating industry development by improving industrial policies,”

 · intervenes to “optimize China’s economy,”

 · has implemented various measures to “encourage economic growth,” and

 · “strengthens” the supervision on overseas listings

Please remove or revise the disclosure
noted above to clearly describe the material impact that intervention or control by the PRC government has or may have on your business
or on the value of your securities. You should provide specific disclosures regarding the legal and operational risks associated with
your operations, consistent with the guidance in our Sample Letter to China-Based Companies issued on December 20, 2021, and our
Sample Letter to Companies Regarding China-Specific Disclosures issued on July 17, 2023. The Sample Letters to China-Based Companies
seek specific disclosure relating to the risk that the PRC government may intervene in or influence your operations at any time, or may
exert control over operations of your business, which could