Submission of Matters to a Vote of Security Holders Form 8 K

Item 1.01. Entry into a Material Definitive Agreement.

On July 24, 2024, ExcelFin Acquisition Corp. (the "Company") and ExcelFin SPAC LLC (the "Sponsor") entered into an Amended and Restated Promissory Note in the aggregate principal amount of up to $1,500,000. The Amended and Restated Promissory Note had originally been issued by the Company to the Sponsor on March 18, 2021 (as amended on October 25, 2021, May 3, 2023, October 31, 2023 and April 25, 2024). The sole purpose of this amendment was to extend the maturity date from the previous business combination deadline of July 25, 2024 to the new business combination deadline of December 25, 2024, which was approved by the Company's stockholders at a special meeting held on July 24, 2024. The maturity date of the Amended and Restated Promissory Note is the earlier of (i) December 25, 2024 or (ii) the date on which the Company consummates its initial business combination.

The foregoing disclosures set forth in this Item 1.01 do not purport to be complete and are qualified in their entirety by reference to the full text of the Amended and Restated Promissory Note, which is attached hereto as Exhibit 10.1, and incorporated herein by reference.