Sec Form 3 Filing - ExcelFin SPAC LLC @ ExcelFin Acquisition Corp. - 2021-10-20

Insider filing report for Changes in Beneficial Ownership
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FORM 3
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
ExcelFin SPAC LLC
2. Issuer Name and Ticker or Trading Symbol
ExcelFin Acquisition Corp. [ XFIN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
473 JACKSON ST., SUITE 300
3. Date of Earliest Transaction (MM/DD/YY)
10/20/2021
(Street)
SAN FRANCISCO, CA94111
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B common stock ( 1 ) ( 1 ) ( 1 ) Class A common stock 5,750,000 ( 2 ) D ( 3 ) ( 4 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
ExcelFin SPAC LLC
473 JACKSON ST.
SUITE 300
SAN FRANCISCO, CA94111
X
Signatures
ExcelFin SPAC LLC, By: Fin VC Constellation, LLC, its Managing Member, By: Fin Venture Capital Management, LLC, its Managing Member, By: Logan Allin, its Managing Member /s/ Logan Allin 10/20/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Shares of Class B common stock automatically convert into shares of Class A common stock at the time of the Issuer's initial business combination, or earlier at the option of the Reporting Person, on a one-for-one basis, subject to adjustment for share splits, share capitalizations, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date.
( 2 )The shares of Class B common stock reported on this Form 3 include up to 750,000 shares that are subject to forfeiture to the extent the underwriters of the initial public offering of the Issuer's securities do not exercise in full their over-allotment option as described in the Issuer's registration statement on Form S-1 (File No. 333-260038).
( 3 )Fin VC Constellation, LLC ("FVC") and Grand Fortune Capital, LLC ("GFC") are the managers of the Reporting Person. FVC owns 12.5% of the membership interests in the Reporting Person and GFC owns 87.5% of the membership interests in the Reporting Person. As such, FVC and GFC may be deemed to have beneficial ownership over the number of shares of Class B common stock held directly by the Reporting Person corresponding to their membership interests in the Reporting Person. Each of the Reporting Person, FVC and GFC disclaim any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein.
( 4 )Grand Fortune Capital (HK) Company Ltd. ("GFCHK") controls GFC and is managed by a board of managers ("GFCHK Board") consisting of three managers. Any action by GFC with respect to shares of Class B common stock held directly by the Reporting Person, including voting and dispositive decisions, requires at least a majority vote of the managers of the GFCHK Board. Each manager of the GFCHK Board disclaims beneficial ownership of the shares held by GFC.

Remarks:
At the current time, GFC and GFCHK do not have the necessary SEC filing codes. GFC and GFCHK are currently obtaining the necessary SEC filing codes and upon receipt will file an amended Form.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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