Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
*The remainder of this cover page shall be
filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent
amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this
cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
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CUSIP
No. 30069X201
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SCHEDULE
13G
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Page
2 of 10
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1
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NAMES OF REPORTING PERSONS
ExcelFin SPAC LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (See Instructions)
(a) ¨
(b) ¨
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
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5
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SOLE VOTING POWER
0 shares
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6
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SHARED VOTING POWER
5,750,000 shares
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7
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SOLE DISPOSITIVE POWER
0 shares
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8
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SHARED DISPOSITIVE POWER
5,750,000 shares
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
5,750,000 shares
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see Instructions)
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¨
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11
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PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
20.0%
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12
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TYPE OF REPORTING PERSON (see Instructions)
OO
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CUSIP
No. 30069X201
|
SCHEDULE
13G
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Page
3 of 10
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1
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NAMES OF REPORTING PERSONS
Grand Fortune Capital, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (See Instructions)
(a) ¨
(b) ¨
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
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5
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SOLE VOTING POWER
0 shares
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6
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SHARED VOTING POWER
5,750,000 shares
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7
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SOLE DISPOSITIVE POWER
0 shares
|
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8
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SHARED DISPOSITIVE POWER
5,750,000 shares
|
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
5,750,000 shares
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see Instructions)
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¨
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11
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PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
20.0%
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12
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TYPE OF REPORTING PERSON (see Instructions)
OO
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CUSIP
No. 30069X201
|
SCHEDULE
13G
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Page
4 of 10
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1
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NAMES OF REPORTING PERSONS
Grand Fortune Capital (HK) Company
Ltd.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (See Instructions)
(a) ¨
(b) ¨
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Hong Kong
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
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5
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SOLE VOTING POWER
0 shares
|
|
6
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SHARED VOTING POWER
5,750,000 shares
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7
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SOLE DISPOSITIVE POWER
0 shares
|
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8
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SHARED DISPOSITIVE POWER
5,750,000 shares
|
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
5,750,000 shares
|
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see Instructions)
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¨
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11
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PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
20.0%
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12
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TYPE OF REPORTING PERSON (see Instructions)
OO
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CUSIP No. 30069X201
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SCHEDULE 13G
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Page 5 of 10
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Item 1.
ExcelFin Acquisition Corp. (the “Issuer”)
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(b)
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Address of Issuer’s Principal Executive Offices:
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473 Jackson St., Suite 300, San
Francisco, CA 94111
Item 2.
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(a)
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Name of Person Filing:
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ExcelFin SPAC LLC
Grand Fortune Capital, LLC
Grand Fortune Capital (HK) Co Ltd.
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(b)
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Address of Principal Business Office or, if none, Residence:
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ExcelFin SPAC LLC:
473 Jackson St., Suite 300, San Francisco,
CA 94111
Grand Fortune Capital, LLC:
600 Newport Center Drive, Suite 1250
Newport Beach, CA, 92660
Grand Fortune Capital (HK) Co Ltd.:
Room 603, 6/F, Harbour Crystal Centre
100 Granville Road, Tsim Sha Tsui, Hong Kong
ExcelFin SPAC LLC is a Delaware limited
liability company.
Grand Fortune Capital, LLC is a Delaware limited
liability company.
Grand Fortune Capital (HK) Co Ltd. is a Hong Kong
company
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(d)
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Title of Class of Securities:
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Class A Common Stock, par value
of $0.0001 per share
30069X201
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CUSIP No. 30069X201
|
SCHEDULE 13G
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Page 6 of 10
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Item 3. If this statement is filed
pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
Not applicable.
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(a)
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¨
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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(b)
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¨
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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(c)
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¨
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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(d)
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¨
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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(e)
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¨
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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¨
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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¨
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A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
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(h)
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¨
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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¨
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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(j)
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¨
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A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
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(k)
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¨
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Group, in accordance with §240.13d-1(b)(1)(ii)(K).
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If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:
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CUSIP No. 30069X201
|
SCHEDULE 13G
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Page 7 of 10
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Item 4. Ownership
Provide the following information regarding
the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned: 5,750,000 shares
(b) Percent of class: 20.0%
(c) Number of shares as to which the person
has:
(i) Sole power to vote or to direct
the vote: 0 shares
(ii) Shared power to vote or to direct
the vote: 5,750,000 shares
(iii) Sole power to dispose or to
direct the disposition: 0 shares
(iv) Shared power to dispose or to
direct the disposition: 5,750,000 shares
As of December 6, 2021, there were 23,000,000 shares of Class A
common stock, $0.0001 par value (“Class A common stock”), and 5,750,000 shares of Class B common stock, $0.0001
par value (“Class B common stock”), issued and outstanding on based on the Issuer’s Form 10-Q filed on December 6,
2021, resulting in an aggregate of 28,750,000 shares of common stock outstanding. Each share of Class B common stock is convertible
into a share of Class A common stock as described under the heading “Description of Securities—Common Stock—Founder
Shares” in the Issuer’s prospectus filed on October 22, 2021 (File No. 333- 260038) and has no expiration date.
ExcelFin SPAC LLC (the “Sponsor”) is the record holder
of the shares of Class B common stock. Fin VC Constellation, LLC owns a 33-1/3% membership interest in the Sponsor (after a return
of capital) and Grand Fortune Capital, LLC (“GFC”) owns an 66-2/3% membership interest in the Sponsor (after a return of capital)
and, consequently, GFC may beneficially own the shares of Class B common stock held by the Sponsor.
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 Sponsor, including voting and dispositive decisions, requires at least a majority
vote of the managers of the GFCHK Board. GFC, GFCHK, and each member of the GFCHK Board disclaim beneficial ownership of the shares held
by the Sponsor.
Item 5. Ownership of 5 Percent or
Less of a Class
If this statement is being filed to report
the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of
securities, check the following ¨
Item 6. Ownership of More than 5
Percent on Behalf of Another Person
Not Applicable.
Item 7. Identification and Classification
of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company
Not Applicable.
Item 8. Identification and Classification
of Members of the Group
Not Applicable.
|
CUSIP No. 30069X201
|
SCHEDULE 13G
|
Page 8 of 10
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Item 9. Notice of Dissolution of
Group
Not Applicable.
Item 10. Certifications
Not Applicable.
SIGNATURE
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this statement is true, complete and correct.
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Date: February 9, 2022
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ExcelFin SPAC LLC
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By:
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/s/ Logan Allin
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Name: Logan Allin
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|
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Title: Chief Executive Officer
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Grand Fortune Capital, LLC
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|
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By: Grand Fortune Capital (HK) Company
Ltd., its Managing Member
|
|
|
|
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By:
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/s/ Goh Lin Piao
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|
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Name: Goh Lin Piao
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|
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Title: Director
|
|
|
|
|
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Grand Fortune Capital (HK) Company
Ltd.
|
|
|
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By:
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/s/
Goh Lin Piao
|
|
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Name: Goh Lin Piao
|
|
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Title: Director
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Exhibit 1
JOINT FILING AGREEMENT
The
undersigned hereby agree that the Statement on Schedule 13G, dated February 9, 2022, with respect to the Class A Common
Stock of ExcelFin Acquisition Corp. is filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under
the Securities Exchange Act of 1934, as amended. Each of the undersigned agrees to be responsible for the timely filing of this Statement,
and for the completeness and accuracy of the information concerning itself contained therein. This Agreement may be executed in any number
of counterparts, all of which taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned have executed
this Agreement as of the 9th day of February, 2022.
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ExcelFin SPAC LLC
|
|
|
|
|
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By:
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/s/ Logan Allin
|
|
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Name: Logan Allin
|
|
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Title: Chief Executive Officer
|
|
|
|
|
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Grand Fortune Capital, LLC
|
|
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By: Grand Fortune Capital (HK) Company
Ltd., its Managing Member
|
|
|
|
|
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By:
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/s/ Goh Lin Piao
|
|
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Name: Goh Lin Piao
|
|
|
Title: Director
|
|
|
|
|
|
Grand Fortune Capital (HK) Company
Ltd.
|
|
|
|
|
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By:
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/s/ Goh Lin Piao
|
|
|
Name: Goh Lin Piao
|
|
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Title: Director
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