ExcelFin Acquisition Corp.

09/26/2024 | Press release | Distributed by Public on 09/26/2024 10:06

Proxy Results Form 8 K

Item 5.07 Submission of Matters to a Vote of Security Holders

On September 26, 2024, ExcelFin Acquisition Corp. (the "Company") held a special meeting of its stockholders (the "Special Meeting"). At the Special Meeting, in person or by proxy, the holders of 6,015,236 shares of the Company's Class A common stock ("Common Stock") constituting 91.36% of the issued and outstanding voting capital stock of the Company entitled to vote, and, therefore, a quorum, were present at the Special Meeting.

The following is a brief description of the final voting results for each of the proposals submitted to a vote of the stockholders at the Special Meeting.

Business Combination Proposal

To consider and vote upon a proposal to approve the Business Combination described in the proxy statement/prospectus, including (a) adopting the Business Combination Agreement, a copy of which is attached to the proxy statement/prospectus, which, among other things, provides for the Share Contribution and the merger of a wholly-owned subsidiary of the newly formed holding company PubCo with and into the Company, with each of the Company and Tycoon surviving as a separate, direct, wholly-owned subsidiary of PubCo, and (b) approving the other transactions contemplated by the Business Combination Agreement and related agreements described in the proxy statement/prospectus (which we collectively refer to as the "Business Combination Proposal");

The Business Combination Proposal was approved. The voting results of the shares of the Common Stock were as follows:

For Against Abstentions
6,009,384 5,852 0

Charter Amendments Proposal

To consider and vote upon a proposal to approve the amended and restated memorandum and articles of association of PubCo (the "Post-Closing PubCo Governing Documents") in the form attached to the proxy statement/prospectus (which we refer to as the "Charter Amendments Proposal");

The Charter Amendments Proposal was approved. The voting results of the shares of the Common Stock were as follows:

For Against Abstentions
6,008,884 5,852 500

Advisory Charter Amendment Proposal

To consider and vote upon, on a non-binding advisory basis, certain governance provisions in the Post-Closing PubCo Governing Documents, presented separately in accordance with U.S. Securities and Exchange Commission ("SEC") requirements (which we refer to as the "Advisory Charter Amendment Proposal")

The Advisory Charter Amendment Proposal was approved. The voting results of the shares of the Common Stock were as follows:

For Against Abstentions
6,009,384 5,852 0

In connection with the vote to approve the Business Combination Proposal, the holders of 752,032 shares of Common Stock properly exercised their rights to redeem their shares for cash.