Betters Medical Investment Holdings Limited entered into a definitive business combination agreement to acquire ExcelFin Acquisition Corp. (NasdaqGM:XFIN) from ExcelFin SPAC LLC for approximately $310 million in a reverse merger transaction on June 26, 2023. Under the terms of the transaction 29,411,764 ordinary shares to be exchanged for Betters Medical shares, equal to a pre-transaction equity value of $300 million.

Betters shareholders will roll 100% of their existing Betters equity holdings into ordinary shares of Baird Medical and are expected to own approximately 81% of Baird Medical on a non-fully diluted basis immediately following the closing of the proposed business combination, assuming 50% redemptions by ExcelFin's public stockholders. Betters will pay a termination fee of $6 million to ExcelFin in case Betters terminates the transaction. Upon the closing of the proposed transaction between Betters and ExcelFin, the combined company will operate as Baird Medical Investment Holdings Limited and be listed on the Nasdaq under the new ticker symbol BDMD.

The transaction is subject to shareholders approval of ExcelFin and Betters Medical, regulatory approvals, registration statement shall have become effective, the PubCo Ordinary Shares and the PubCo Warrants shall have been approved for listing on the Nasdaq Stock Market, PIPE Investment shall have been consummated, SPAC shall have net tangible assets of at least $5,000,001, and other customary closing conditions. ExcelFin's and Betters Medical's respective boards of directors have unanimously approved the transaction. Concurrently with the execution of the merger agreement certain shareholders of Betters and Sponsor of ExcelFin Acquisition Corp.

have entered into support agreement to vote their shares in favor of the transaction. The transaction is expected to close in the fourth quarter of 2023. Proceeds from the transaction will be used to fund growth.

Bill Nelson, Emily Leitch, Alain Dermarkar, and Larry Crouch of Shearman & Sterling LLP acted as legal advisor to ExcelFin. Yang Wang and Stephen Leitzell of Dechert LLP acted as legal advisors to Betters. Cohen & Company Capital Markets and Exos Securities acted as financial advisors to ExcelFin.

Ropes & Gray LLP acted as legal advisor to Cohen.