FOURTH AMENDMENT TO THE BUSINESS COMBINATION AGREEMENT

Exhibit 2.1

FOURTH AMENDMENT TO THE BUSINESS COMBINATION AGREEMENT

This Fourth Amendment to the Business Combination Agreement (this “Amendment”) is entered into as of August 23, 2024, by and among (a) ExcelFin Acquisition Corp., a Delaware corporation (“SPAC”), (b) Xxxxxxx Medical Investment Holdings Limited, a Cayman Islands exempted company (“Xxxxxxx”), (c) Xxxxx Medical Investment Holdings Limited, a Cayman Islands exempted company and a direct, wholly owned Subsidiary of Xxxxxxx (“PubCo”), (d) Xxxxxxx Medical Merger Sub, Inc., a Delaware corporation and a direct, wholly owned Subsidiary of PubCo (“Merger Sub 1”), (e) Xxxxxxx Medical Merger Sub 2, Inc., a Delaware corporation and a direct, wholly owned Subsidiary of PubCo (“Merger Sub 2”), (f) Xxxxxxx Medical NewCo, LLC, a Delaware limited liability company and a direct, wholly owned Subsidiary of Xxxxxxx (“NewCo” and, together with Merger Sub 1, Merger Sub 2 and PubCo, each, individually, an “Acquisition Entity” and, collectively, the “Acquisition Entities”), and (g) Tycoon Choice Global Limited, a business company limited by shares incorporated under the Laws of the British Virgin Islands and a direct, wholly owned Subsidiary of Xxxxxxx (the “Company” and together with SPAC, Xxxxxxx, PubCo, Merger Sub 1, Merger Sub 2 and NewCo, collectively, the “Parties” and individually a “Party”). All capitalized terms used but not defined herein shall have the meanings assigned to them in the Business Combination Agreement (as defined below).

RECITALS

WHEREAS, the Parties entered into that certain Business Combination Agreement, dated as of June 26, 2023, as amended by those certain amendments dated March 11, 2024, May 16, 2024 and June 17, 2024 (as amended to date, the “Business Combination Agreement”);

WHEREAS, pursuant to Section 12.11 of the Business Combination Agreement, the Business Combination Agreement may be amended or modified, in whole or in part, only by a duly authorized agreement in writing executed by all of the Parties in accordance with the specifications contained in Section 12.8 of the Business Combination Agreement and which makes reference to the Business Combination Agreement; and

WHEREAS, the Parties desire to amend the Business Combination Agreement as set forth below in accordance with Section 12.11 of the Business Combination Agreement.

NOW, THEREFORE, in consideration of the foregoing and the respective agreements set forth in this Amendment, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Parties hereby agree as follows:

1. Amendment to Section 9.9 Extension of SPAC Business Combination Deadline. “which date shall not be later than August 25, 2024” is changed to “which date shall not be later than September 30, 2024”.

2. Effectiveness. All of the provisions of this Amendment shall be effective upon the execution of this Amendment by all of the parties hereto. Except as set forth in this Amendment, all terms and provisions of the Business Combination Agreement shall remain in full force and effect.

3. References to the Business Combination Agreement. After giving effect to this Amendment, each reference in the Business Combination Agreement to “this Agreement”, “hereof”, “hereunder” or words of like import referring to the Business Combination Agreement shall refer to the Business Combination Agreement as amended by this Amendment, and all references in the Ancillary Agreements to “the Agreement” shall refer to the Business Combination Agreement as amended by this Amendment. Notwithstanding the foregoing, all references (a) in the Business Combination Agreement or the Disclosure Letters to “the date hereof” or “the date of this Agreement” or (b) in the Business Combination Agreement or the Ancillary Agreements to “the date of the Business Combination Agreement” or “the date of the Agreement”, or words of like import, shall refer to June 26, 2023, and all references in the Business Combination Agreement to “prior to the date of this Agreement” or words of like import shall mean before the Business Combination Agreement was executed on June 26, 2023 (without regard to this Amendment).

4. Entire Agreement. This Amendment, the Business Combination Agreement (including the Schedules and Exhibits thereto) and the Ancillary Agreements collectively set out the entire agreement among the Parties in respect of the subject matter contained herein and therein and supersede and extinguish any prior drafts, agreements, undertakings, warranties, promises, assurances and arrangements of any nature whatsoever, whether or not in writing, relating to the subject matter hereof and thereof.

5. Miscellaneous. The provisions of Article XII (Miscellaneous) of the Business Combination Agreement shall, to the extent not already set forth in this Amendment, apply mutatis mutandis to this Amendment, and to the Business Combination Agreement as modified by this Amendment, taken together as a single agreement, reflecting the terms as modified hereby.

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2

IN WITNESS WHEREOF, the Parties have caused this Amendment to be duly executed as of the date first above written.

	SPAC:
	ExcelFin Acquisition Corp.
	By:	/s/ Xxx Xxxxx
		Name: Xxx Xxxxx
		Title: Chief Executive Officer

[Amendment No. 4 to Business Combination Agreement]

IN WITNESS WHEREOF, the Parties have caused this Amendment to be duly executed as of the date first above written.

	XXXXXXX:
	Xxxxxxx Medical Investment Holdings Limited
	By:	/s/ Xxxxxx Xx
		Name: Xxxxxx Xx
		Title: Director

	COMPANY: Tycoon Choice Global Limited
	By:	/s/ Xxxxxx Xx
		Name: Xxxxxx Xx
		Title: Director

	PUBCO: Xxxxx Medical Investment Holdings Limited
	By:	/s/ Xxxxxx Xx
		Name: Xxxxxx Xx
		Title: Director

	NEWCO: Xxxxxxx Medical NewCo, LLC
	By:	/s/ Xxxxxx Xx
		Name: Xxxxxx Xx
		Title: Manager

	MERGER SUB 1: Xxxxxxx Medical Merger Sub, Inc.
	By:	/s/ Xxxxxx Xx
		Name: Xxxxxx Xx
		Title: Director

	MERGER SUB 2: Xxxxxxx Medical Merger Sub 2, Inc.
	By:	/s/ Xxxxxx Xx
		Name: Xxxxxx Xx
		Title: Director

[Amendment No. 4 to Business Combination Agreement]