Caravelle International (HTCO) DRS/ADraft registration statement (amended)

Confidentially submitted to the U.S. Securities and Exchange Commission on August 18, 2022
This draft registration statement has not been publicly filed with the U.S. Securities and Exchange Commission
and all information herein remains strictly confidential.

Registration No. 333-[•]        

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

_____________________

Amendment No. 2 to FORM F-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

_____________________

CARAVELLE INTERNATIONAL GROUP
(Exact name of Registrant as specified in its charter)

_____________________

60 Paya Lebar Road
#06-17 Paya Lebar Square
Singapore 409051
(65) 8304 8372

_____________________

Cogency Global Inc.
122 East 42nd Street, 18th Floor
New York, NY 10168

_____________________

Copies of communications to:

_____________________

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this Registration Statement becomes effective and after all conditions under the Merger Agreement are satisfied or waived.

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging growth company ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

____________

†         The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

SUBJECT TO COMPLETION DATED [•], 2022

PROXY STATEMENT FOR SPECIAL MEETING OF STOCKHOLDERS OF
PACIFICO ACQUISITION CORP.
AND PROSPECTUS FOR ORDINARY SHARES, RIGHTS AND UNITS
OF CARAVELLE INTERNATIONAL GROUP

Proxy Statement/Prospectus dated [•], 2022
and first mailed to the stockholders of Pacifico Acquisition Corp. on or about [•], 2022

To the Stockholders of Pacifico Acquisition Corp.:

You are cordially invited to attend the special meeting of the Stockholders of Pacifico Acquisition Corp. (“Pacifico,” “we”, “our”, or “us”), which will be held at 10:00 a.m., Eastern time, on [•], 2022 (the “Special Meeting”). Due to the public health concerns relating to the coronavirus pandemic, and our concerns about protecting the health and well-being of our stockholders, the board of directors of Pacifico (the “Pacifico Board”) has determined to convene and conduct the Special Meeting in a virtual meeting format at [http://www.astproxy.com/[•]]. Stockholders will NOT be able to attend the Special Meeting in person. This proxy statement includes instructions on how to access the virtual Special Meeting and how to listen and vote from home or any remote location with Internet connectivity.

Pacifico is a Delaware corporation incorporated as a blank check company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities. The business combination will be completed through a two-step process consisting of the Initial Merger (as defined below) and the SPAC Merger (as defined below).

On April 5, 2022, Pacifico entered into that certain Agreement and Plan of Merger which was amended by the Amended and Restated Agreement and Plan of Merger dated August 15, 2022 (as may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among Caravelle International Group, a Cayman Islands exempted company (“PubCo”), Pacifico International Group, a Cayman Islands exempted company and a direct wholly-owned subsidiary of PubCo (“Merger Sub 1”), Pacifico Merger Sub 2 Inc., a Delaware corporation and a direct wholly-owned subsidiary of PubCo (“Merger Sub 2” and, together with PubCo and Merger Sub 1, each, individually, an “Acquisition Entity” and, collectively, the “Acquisition Entities”), and Caravelle Group Co., Ltd, a Cayman Islands exempted company (“Caravelle”), pursuant to which (a) Merger Sub 1 will merge with and into Caravelle (the “Initial Merger”), and Caravelle will be the surviving corporation of the Initial Merger and a direct wholly owned subsidiary of PubCo, and (b) following confirmation of the effectiveness of the Initial Merger, Merger Sub 2 will merge with and into Pacifico (the “SPAC Merger” and together with the Initial Merger, the “Merger”), and Pacifico will be the surviving corporation of the SPAC Merger and a direct wholly owned subsidiary of PubCo (collectively, the “Business Combination”). Following the Business Combination, PubCo will be a publicly traded holding company listed on a national stock exchange in the United States. As used herein, the “Combined Company” refers to PubCo and its consolidated subsidiaries after the consummation of the Business Combination.

As a result of the Merger, among other things, (i) all outstanding ordinary shares of Caravelle will be cancelled in exchange for 50,000,000 ordinary shares of PubCo (the “PubCo Ordinary Shares”), (ii) each outstanding unit of Pacifico (the “Pacifico Unit”) will be automatically detached, (iii) each unredeemed outstanding share of common stock of Pacifico (the “Pacifico Common Stock”) will be cancelled in exchange for the right to receive one (1) PubCo Ordinary Share, (iv) every ten (10) outstanding rights of Pacifico (the “Pacifico Rights”) will be contributed in exchange for one (1) PubCo Ordinary Share, cancelled and cease to exist, and (v) each unit purchase option of Pacifico (the “Pacifico UPO”) will automatically be cancelled and cease to exist in exchange for one (1) unit purchase option of PubCo (the “PubCo UPO”).

After the Business Combination, PubCo will be a “controlled company” as defined under the Nasdaq Stock Market Rules because Dr. Guohua Zhang will control more than 50% of PubCo’s voting rights. For so long as PubCo remains a controlled company under that definition, PubCo will be permitted to elect to rely, and may rely, on certain exemptions from corporate governance rules, including:

•        an exemption from the rule that a majority of our board of directors must be independent directors;

•        an exemption from the rule that the compensation of our chief executive officer must be determined or recommended solely by independent directors; and

•        an exemption from the rule that our director nominees must be selected or recommended solely by independent directors.

As a result, investors in PubCo Ordinary Shares will not have the same protection afforded to shareholders of companies that are subject to these corporate governance requirements.

Following the closing of the Business Combination (the “Closing”), and as additional contingent consideration for the Merger, within ten (10) business days after the occurrence of certain events, PubCo shall issue or cause to be issued to certain shareholders of Caravelle the following additional PubCo Ordinary Shares (which shall be equitably adjusted for share subdivisions, share consolidations, share dividends, reorganizations, recapitalizations, reclassifications, combination, exchange of shares or other like change or transaction): (i) a one-time issuance of 15,000,000 PubCo Ordinary Shares (the “Initial Earnout Shares”) upon PubCo reporting consolidated revenue of no less than $200,000,000 for the six months ending June 30, 2023, provided that such financial statements have been reviewed by PubCo’s independent auditors; and (ii) a one-time issuance of 20,000,000 PubCo Ordinary Shares (the “Subsequent Earnout Shares” and together with the “Initial Earnout Shares,” the “Earnout Shares”) upon PubCo reporting audited consolidated revenue of no less than $450,000,000 for the year ending December 31, 2023.

At the Special Meeting, Pacifico stockholders will be asked to consider and vote upon the following proposals:

1.      The Business Combination Proposal: a proposal to approve and adopt the Merger Agreement (the “Business Combination Proposal” or “Proposal No. 1”). A copy of the Merger Agreement is attached to this proxy statement/prospectus as Annex A;

2.      The Redomestication Proposal: a proposal to approve the “redomestication” from Delaware to Cayman Islands that will take place with respect to the new public holding company pursuant to the terms of the Merger Agreement (the “Redomestication Proposal” or “Proposal No. 2”);

3.      The Nasdaq Proposal: a proposal to approve, for purposes of complying with applicable listing rules of Nasdaq, or Nasdaq Listing Rules, the issuance of more than 20% of the current total issued and outstanding PubCo Ordinary Shares pursuant to the terms of the Merger Agreement (the “Nasdaq Proposal” or “Proposal No. 3”);

4.      The Adjournment Proposal: a proposal to adjourn the Special Meeting under certain circumstances, which is more fully described in the accompanying proxy statement/prospectus (the “Adjournment Proposal” or “Proposal No. 4” and, together with the Business Combination Proposal, the Redomestication Proposal, and the Nasdaq Proposal, the “Proposals”).

Each Public Unit consists of one Public Share and one Public Right. Each Public Right will convert into one-tenth (1/10) of one PubCo Ordinary Share upon the consummation of the Business Combination.

If the Pacifico stockholders approve the Business Combination Proposal, immediately prior to the consummation of the Business Combination, all outstanding Public Units will separate into their individual components of Public Shares and Public Rights and will cease separate existence and trading.

Upon the consummation of the Business Combination, the current equity holdings of the Pacifico stockholders shall be exchanged as follows:

(i)     Each share of Pacifico Common Stock issued and outstanding immediately prior to the effective time of the SPAC Merger (other than any redeemed shares), will automatically be cancelled and cease to exist and for each share of such Pacifico Common Stock, PubCo shall issue to each Pacifico stockholder (other than Pacifico stockholders who exercise their redemption rights in connection with the Business Combination) one validly issued PubCo Ordinary Share, which, unless explicitly stated herein, shall be fully paid;

(ii)    The holders of Pacifico Rights convertible into one-tenth (1/10) of one share of Pacifico Common Stock issued and outstanding immediately prior to the effective time of the SPAC Merger will receive one-tenth (1/10) of one PubCo Ordinary Share in exchange for the cancellation of each Pacifico Right; provided, however, that no fractional shares will be issued and all fractional shares will be rounded to the nearest whole share; and

(iii)   The holders of the Pacifico UPO to purchase units consisting of Pacifico Common Stock and Pacifico Rights issued and outstanding immediately prior to the effective time of the SPAC Merger will automatically be cancelled and cease to exist in exchange for one (1) unit purchase option of PubCo (the “PubCo UPO”).

It is anticipated that, upon consummation of the Business Combination, Pacifico’s existing stockholders, including the Sponsor (as defined below), will own approximately [•]% of the issued PubCo Ordinary Shares, and Caravelle’s current shareholders will own of approximately [•]% of the issued PubCo Ordinary Shares. These relative percentages assume that none of Pacifico’s existing public stockholders exercise their redemption rights, as discussed herein. If any of Pacifico’s existing public stockholders exercise their redemption rights, the anticipated percentage ownership of Pacifico’s existing stockholders will be reduced. You should read “Summary of the Proxy Statement/Prospectus — The Business Combination and the Merger Agreement” and “Unaudited Pro Forma Condensed Combined Financial Statements” for further information.

The Pacifico Units, Pacifico Common Stock and Pacifico Rights are currently listed on the Nasdaq Stock Market under the symbols “PAFOU,” “PAFO” and “PAFOR,” respectively. PubCo has applied to list the PubCo Ordinary Shares on the Nasdaq Stock Market under the symbol “CACO” in connection with the Closing. Pacifico cannot assure you that the PubCo Ordinary Shares will be approved for listing on Nasdaq.

Investing in PubCo Ordinary Shares involves a high degree of risk. See “Risk Factors” beginning on page 30 for a discussion of information that should be considered in connection with an investment in PubCo Ordinary Shares.

As of [•], 2022, there was approximately $[•] in Pacifico’s Trust Account (as defined below). On [•], 2022, the last sale price of Pacifico Common Stock was $[•].

Pursuant to Pacifico’s amended and restated certificate of incorporation, Pacifico is providing its public stockholders with the opportunity to redeem all or a portion of their shares of Pacifico Common Stock at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account as of two business days prior to the Special Meeting, including interest, less taxes payable, divided by the number of then outstanding shares of Pacifico Common Stock that were sold as part of the Pacifico Units in Pacifico’s initial public offering (“IPO”), subject to the limitations described herein. Pacifico estimates that the per-share price at which public shares may be redeemed from cash held in the trust account will be approximately $10.10 at the time of the Special Meeting. Pacifico’s public stockholders may elect to redeem their shares even if they vote for the Merger or do not vote at all. Pacifico has no specified maximum redemption threshold under Pacifico’s amended and restated certificate of incorporation. Holders of outstanding Pacifico Rights do not have redemption rights in connection with the Business Combination.

Pacifico is providing this proxy statement/prospectus and accompanying proxy card to its stockholders in connection with the solicitation of proxies to be voted at the Special Meeting and at any adjournments or postponements of the Special Meeting. The Sponsor, which owns approximately [•]% of Pacifico Common Stock as of the record date, has agreed to vote its Pacifico Common Stock in favor of the Business Combination Proposal, and intends to vote for the Redomestication Proposal, the Nasdaq Proposal, and the Adjournment Proposal, although there is no agreement in place with respect to voting on those proposals.

Each stockholder’s vote is very important. Whether or not you plan to attend the Special Meeting in person, please submit your proxy card without delay. Pacifico’s stockholders may revoke proxies at any time before they are voted at the meeting. Voting by proxy will not prevent a stockholder from voting in person if such stockholder subsequently chooses to attend the Special Meeting. If you are a holder of record and you attend the Special Meeting and wish to vote in person, you may withdraw your proxy and vote in person. Assuming that a quorum is present, attending the Special Meeting either in person or by proxy and abstaining from voting will have the same effect as voting against all the Proposals. And broker non-votes will have no effect on any of the Proposals.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted in favor of each of the Proposals presented at the Special Meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the Special Meeting in person, the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the Special Meeting of stockholders and, if a quorum is present, will have the effect of a vote against the Business Combination Proposal and no effect on the Adjournment Proposal. If you are a stockholder of record and you attend the Special Meeting and wish to vote in person, you may withdraw your proxy and vote in person.

We encourage you to read this proxy statement/prospectus carefully. In particular, you should review the matters discussed under the caption “Risk Factors” beginning on page 30.

The Pacifico Board has unanimously approved the Merger Agreement, and unanimously recommends that Pacifico stockholders vote “FOR” approval of each of the Proposals.    When you consider Pacifico Board’s recommendation of these Proposals, you should keep in mind that Pacifico’s directors and officers have interests in the Business Combination that may conflict with or differ from your interests as a stockholder. See the section titled “Proposals to be Considered by Pacifico Stockholders: The Business Combination — Interests of Pacifico’s Directors and Executive Officers in the Business Combination.”

On behalf of the Pacifico Board, I thank you for your support and we look forward to the successful consummation of the Business Combination.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued in the Business Combination or otherwise, or passed upon the adequacy or accuracy of this proxy statement/prospectus. Any representation to the contrary is a criminal offense.

HOW TO OBTAIN ADDITIONAL INFORMATION

If you would like to receive additional information or if you want additional copies of this document, agreements contained in the appendices or any other documents filed by Pacifico with the Securities and Exchange Commission, such information is available without charge upon written or oral request. Please contact our proxy solicitor, at:

Morrow Sodali LLC
333 Ludlow Street
5th floor, South Tower
Stamford, CT 06902
Individuals call toll-free (800) 662-5200
Banks and brokers call (203) 658-9400
Email: PAFO.info@investor.morrowsodali.com

If you would like to request documents, please do so no later than one week prior to the meeting date to receive them before the Special Meeting. Please be sure to include your complete name and address in your request. Please see the section titled “Where You Can Find Additional Information” to find out where you can find more information about Pacifico, PubCo and Caravelle. You should rely only on the information contained in this proxy statement/prospectus in deciding how to vote on the Business Combination. None of Pacifico, PubCo and Caravelle has authorized anyone to give any information or to make any representations other than those contained in this proxy statement/prospectus. Do not rely upon any information or representations made outside of this proxy statement/prospectus. The information contained in this proxy statement/prospectus may change after the date of this proxy statement/prospectus. Do not assume after the date of this proxy statement/prospectus that the information contained in this proxy statement/prospectus is still correct.

FREQUENTLY USED TERMS

Unless otherwise stated in this proxy statement/prospectus:

“Acquisition Entity” means each of PubCo, Merger Sub 1 and Merger Sub 2.

“Acquisition Entities” means PubCo, Merger Sub 1 and Merger Sub 2, collectively.

“Adjournment Proposal” or “Proposal No. 4” means a proposal to adjourn the Special Meeting under certain circumstances, which is more fully described in the accompanying proxy statement/prospectus.

“Amended and Restated Registration Rights Agreement” means the amended and restated registration rights agreement that certain holders of ordinary shares of the Caravelle, certain holders of Pacifico Common Stock, and the holders of the Private Units will enter into at the Closing.

“AST” means American Stock Transfer & Trust Company, LLC.

“BDI” means the Baltic Dry Index, an index of the daily average of charter rates for key routes published by the Baltic Exchange Limited.

“Business Combination” means the Mergers and the other Transactions to be consummated under the Merger Agreement.

“Business Combination Proposal” or “Proposal No. 1” means a proposal to approve and adopt the Merger Agreement.

“Caravelle” means Caravelle Group Co., Ltd, a Cayman Islands exempted company.

“Caravelle Board” means the board of directors of Caravelle.

“Chardan” means Chardan Capital Markets LLC.

“Closing” means the closing of the Business Combination.

“Code” means the Internal Revenue Code.

“Combined Company” means PubCo and its consolidated subsidiaries after the consummation of the Business Combination.

“Pacifico Rights” means rights of Pacifico.

“Pacifico securities” means Pacifico Units, Pacifico Common Stock (excluding any redeemed shares) and Pacifico Rights.

“Pacifico Units” means units of Pacifico.

“Pacifico UPO” means a unit purchase option of PubCo.

“Private Units” means the 281,250 units of Pacifico that the Sponsor and Chardan purchased at a price of $10.00 per Private Unit for an aggregate purchase price of $2,812,500 in a private placement.

“Proposals” means the Business Combination Proposal, Redomestication Proposal, the Nasdaq Proposal, and the Adjournment Proposal.

“PubCo” means Caravelle International Group, a Cayman Islands exempted company.

“PubCo Board” means the board of directors of PubCo.

“PubCo Ordinary Shares” means Ordinary Shares of PubCo, par value $0.0001 per share.

“Public Rights” means rights of Pacifico sold as part of the Public Units in the IPO.

“Public Shares” means shares of common stock of Pacifico sold as part of the Public Units in the IPO.

“Public Units” means units of Pacifico sold in the IPO.

“Redomestication” means a redomestication from Delaware to Cayman Islands once the Merger is effective.

“Redomestication Proposal” or “Proposal No. 3” means a proposal to approve the “redomestication” from Delaware to Cayman Islands that will take place with respect to the new public holding company pursuant to the terms of the Merger Agreement.

“SEC” means the United States Securities and Exchange Commission.

“Securities Act” means the United States Securities Act of 1933, as amended.

“SGEX” means SGEX Group Co., Ltd.

“Shareholder Support Agreement” means the support agreement that PubCo, Caravelle, Pacifico, and certain holders of Caravelle ordinary shares entered into contemporaneously with the execution of the Merger Agreement.

“Singapore Garden” means Singapore Garden Technology Pte. Ltd.

“Singapore Subsidiaries” means Topsheen Shipping Singapore Pte. Ltd., Topsheen Bulk Singapore Pte. Ltd. and Singapore Garden Technology Pte. Ltd. (collectively, the “Singapore Subsidiaries”).

“SPAC Merger” means the merger of Merger Sub 2 with and into Pacifico.

“Special Meeting” means the special meeting of the Stockholders of Pacifico be held at 10:00 a.m., Eastern time, on [•], 2022, as a virtual meeting at [http://www.astproxy.com/[•]].

“Sponsor” means Pacifico Capital LLC.

“Sponsor Support Agreement” means the support agreement that PubCo, Caravelle, Pacifico, and certain holders of Pacifico common stock entered into contemporaneously with the execution of the Merger Agreement.

“TBS” means Topsheen Bulk Shipping Pte. Ltd.

“Transactions” means, collectively, the Mergers and each of the other transactions contemplated by this Agreement or any of the ancillary Agreements.

“TSGC” means Topsheen Shipping Group Corporation.

“TSS” means Topsheen Shipping Singapore Pte. Ltd.

“Topsheen Companies” means TBS, TSGC, and TSS.

“Trust Account” means Pacifico’s U.S.-based trust account with American Stock Transfer & Trust Company, LLC for the benefit of Pacifico’s public stockholders.

Pacifico Acquisition Corp.
c/o Pacifico Capital LLC
521 Fifth Avenue 17th Floor
New York, NY 10175
(646) 886-8892

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON            , 2022

TO THE STOCKHOLDERS OF PACIFICO ACQUISITION CORP.:

NOTICE IS HEREBY GIVEN that a Special Meeting of Stockholders of Pacifico Acquisition Corp., a Delaware corporation (“Pacifico”), will be held on            , 2022 at 10:00 AM Eastern Time. Due to the public health concerns relating to the coronavirus pandemic, and our concerns about protecting the health and well-being of our stockholders, the board of directors of Pacifico (the “Pacifico Board”) has determined to convene and conduct the Special Meeting in a virtual meeting format at [http://www.astproxy.com/[•]]. Stockholders will NOT be able to attend the Special Meeting in person. This proxy statement includes instructions on how to access the virtual Special Meeting and how to listen and vote from home or any remote location with Internet connectivity. The Special Meeting will be held for the following purposes:

At the Special Meeting, Pacifico stockholders will be asked to consider and vote upon the following proposals:

1.      The Business Combination Proposal: a proposal to approve and adopt the Merger Agreement (the “Business Combination Proposal” or “Proposal No. 1”);

2.      The Redomestication Proposal: a proposal to approve the “redomestication” from Delaware to Cayman Islands that will take place with respect to the new public holding company pursuant to the terms of the Merger Agreement (the “Redomestication Proposal” or “Proposal No. 2”);

3.      The Nasdaq Proposal: a proposal to approve, for purposes of complying with applicable listing rules of Nasdaq, or Nasdaq Listing Rules, the issuance of more than 20% of the current total issued and outstanding PubCo Ordinary Shares pursuant to the terms of the Merger Agreement (the “Nasdaq Proposal” or “Proposal No. 3”);

4.      The Adjournment Proposal: a proposal to adjourn the Special Meeting under certain circumstances, which is more fully described in the accompanying proxy statement/prospectus (the “Adjournment Proposal” or “Proposal No. 4” and, together with the Business Combination Proposal, the Redomestication Proposal, and the Nasdaq Proposal, the “Proposals”).

All of the proposals set forth above are sometimes collectively referred to herein as the “Proposals.” The Business Combination Proposal and the Redomestication Proposal are dependent upon each other. It is important for you to note that in the event that either of the Business Combination Proposal or the Redomestication Proposal is not approved, then Pacifico will not consummate the Business Combination. If Pacifico does not consummate the Business Combination and fails to complete an initial business combination by September 16, 2022 (or up to March 16, 2023 if such period is extended by the Sponsor as described herein), Pacifico will be required to dissolve and liquidate.

As of [•], 2022, there were 7,495,000 shares of Pacifico Common Stock issued and outstanding and entitled to vote. Only Pacifico stockholders who hold shares of record as of the close of business on [•], 2022 are entitled to vote at the Special Meeting or any adjournment of the Special Meeting. This proxy statement/prospectus is first being mailed to Pacifico stockholders on or about [•], 2022. Approval of each of the Proposals will require the affirmative vote of the holders of a majority of the issued and outstanding Pacifico Common Stock present and entitled to vote at the Special Meeting or any adjournment thereof. Assuming that a quorum is present, attending the Special Meeting either in person or by proxy and abstaining from voting will have the same effect as voting against the Proposals and failing to instruct your bank, brokerage firm or nominee to attend and vote your shares will have the effect of a vote against the Business Combination Proposal and no effect on the Adjournment Proposal. Whether or not you plan to attend the Special Meeting in person, please submit your proxy card without delay to Morrow Sodali LLC not later than the time appointed for the Special Meeting or adjourned meeting. Voting by proxy will not prevent you from

TABLE OF CONTENTS

ABOUT THIS PROXY STATEMENT/PROSPECTUS

This document, which forms part of a registration statement on Form F-4 filed by PubCo (File No. 333-[•]) with the SEC, constitutes a prospectus of PubCo under Section 5 of the Securities Act, with respect to the issuance of the PubCo Ordinary Shares to Pacifico’s stockholders and the issuance of the PubCo UPO, if the Business Combination is consummated. This document also constitutes a notice of meeting and a proxy statement under Section 14(a) of the Exchange Act, with respect to the Special Meeting at which Pacifico’s stockholders will be asked to consider and vote upon the Proposals to approve the Business Combination Proposal, the Redomestication Proposal, and the Nasdaq Proposal.

This proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is not lawful to make any such offer or solicitation in such jurisdiction.

WHERE YOU CAN FIND MORE INFORMATION

As a foreign private issuer, after the consummation of the Business Combination, PubCo will be required to file its Annual Report on Form 20-F with the SEC no later than four months following its fiscal year end. Pacifico files reports, proxy statements and other information with the SEC as required by the Exchange Act. You can read Pacifico’s SEC filings, including this proxy statement/prospectus, over the Internet at the SEC’s website at http://www.sec.gov.

Information and statements contained in this proxy statement/prospectus, or any annex to this proxy statement/prospectus, are qualified in all respects by reference to the copy of the relevant contract or other annex filed with this proxy statement/prospectus.

If you would like additional copies of this proxy statement/prospectus, or if you have questions about the Business Combination, you should contact Pacifico’s proxy solicitor, Morrow Sodali LLC, 333 Ludlow Street, 5th floor, South Tower, Stamford, CT 06902, individuals call toll-free at (800) 662-5200 and banks and brokers call at (203) 658-9400.

None of Pacifico, PubCo, Caravelle nor the other Acquisition Entities has authorized anyone to give any information or make any representation about the Business Combination or their companies that is different from, or in addition to, that contained in this proxy statement/prospectus or in any of the materials that have been incorporated into this proxy statement/prospectus by reference. Therefore, if anyone does give you any such information, you should not rely on it. If you are in a jurisdiction where offers to exchange or sell, or solicitations of offers to exchange or purchase, the securities offered by this proxy statement/prospectus or the solicitation of proxies is unlawful, or if you are a person to whom it is unlawful to direct these types of activities, then the offer presented in this proxy statement/prospectus does not extend to you. The information contained in this proxy statement/prospectus speaks only as of the date of this proxy statement/prospectus unless the information specifically indicates that another date applies.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus contains forward-looking statements, including statements about the parties’ ability to close the Business Combination, the anticipated benefits of the Business Combination, the financial conditions, results of operations, earnings outlook and prospects of PubCo, Pacifico and/or Caravelle and may include statements for the period following the consummation of the Business Combination. Forward-looking statements appear in a number of places in this proxy statement/prospectus including, without limitation, in the sections titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Caravelle,” and “Business of Caravelle.” In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Forward-looking statements are typically identified by words such as “plan,” “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project,” “continue,” “could,” “may,” “might,” “possible,” “potential,” “predict,” “should,” “would” and other similar words and expressions, but the absence of these words does not mean that a statement is not forward-looking.

The forward-looking statements are based on the current expectations of the management of Pacifico and Caravelle, as applicable, and are inherently subject to uncertainties and changes in circumstances and their potential effects and speak only as of the date of such statement. There can be no assurance that future developments will be those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described in “Risk Factors,” those discussed and identified in public filings made with the SEC by Pacifico and the following:

•        the occurrence of any event, change or other circumstances that could give rise to the termination of the Business Combination;

•        the outcome of any legal proceedings that may be instituted against Pacifico, Caravelle or others following announcement of the Business Combination and the transactions contemplated therein;

•        the inability to complete the transactions contemplated by the Business Combination due to the failure to obtain approval of the Pacifico stockholders or Caravelle or other conditions to Closing in the Merger Agreement;

•        the risk that the proposed transaction disrupts current plans and operations as a result of the announcement and consummation of the Business Combination;

•        the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, the ability of PubCo to grow and manage growth profitably, maintain relationships with customers, compete within its industry and retain its key employees;

•        costs related to the proposed Business Combination;

•        the possibility that Pacifico or Caravelle may be adversely impacted by other economic, business, and/or competitive factors;

•        future exchange and interest rates;

•        the significant uncertainty created by the COVID-19 pandemic;

•        the cyclical nature of the shipping industry;

•        Caravelle’s profitability and growth depend on the demand for shipping vessels and global economic conditions, and the impact of consumer confidence and consumer spending on shipping volume and charter rates;

•        if global economic conditions weaken, particularly in the Asia Pacific region, it could have a material adverse effect on Caravelle’s business, financial condition and results of operations;

•        if Caravelle does not compete successfully with new entrants or established companies with greater resources, its shipping business growth and results of operations may be adversely affected;

•        Caravelle operates carriers worldwide and, as a result, its business has inherent operational risks, which may reduce its revenue or increase its expenses, and Caravelle may not be adequately covered by insurance;

•        Caravelle charters vessels mostly from Topsheen Shipping Limited, a company controlled by Mr. Dong Zhang, Caravelle’s Chief Shipping Officer;

•        Caravelle’s CO-Tech business has no operating history and its project growth might not be realized;

•        Caravelle’s forecast regarding its CO-Tech business relies in large part upon assumptions and analyses developed by its management. If these assumptions and analyses prove to be incorrect, its actual operating results could suffer;

•        Caravelle is dependent upon its proprietary intellectual properties;

•        it is not certain if Caravelle will be classified as a Singapore tax resident; and

•        other risks and uncertainties indicated in this proxy statement/prospectus, including those under “Risk Factors” herein, and other filings that have been made or will be made with the SEC by Pacifico or PubCo.

Should one or more of these risks or uncertainties materialize, or should any of the assumptions made by the management of Pacifico, Caravelle and PubCo prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements.

All subsequent written and oral forward-looking statements concerning the Business Combination or other matters addressed in this proxy statement/prospectus and attributable to Caravelle, Pacifico, PubCo or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this proxy statement/prospectus. Except to the extent required by applicable law or regulation, PubCo, Caravelle and Pacifico undertake no obligation to update these forward-looking statements to reflect events or circumstances after the date of this proxy statement/prospectus or to reflect the occurrence of unanticipated events.

QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION
AND THE SPECIAL MEETING

Q:     What is the purpose of this document?

A:     Pacifico is proposing to consummate the Business Combination. The Business Combination will be effected through the Merger, which is described in this proxy statement/prospectus. In addition, the Merger Agreement is attached to this proxy statement/prospectus as Annex A, and is incorporated into this proxy statement/prospectus by reference. This proxy statement/prospectus contains important information about the proposed Business Combination and the other matters to be acted upon at the Special Meeting. You are encouraged to carefully read this proxy statement/prospectus, including “Risk Factors” and all the annexes hereto.

Approval of the Business Combination will require the affirmative vote of the holders of a majority of the issued and outstanding Pacifico Common Stock present and entitled to vote at the Special Meeting or any adjournment thereof.

Q:     What is being voted on at the Special Meeting?

A:     Below are the Proposals that the Pacifico’s stockholders are being asked to vote on:

•        The Business Combination Proposal to approve the Merger;

•        The Redomestication Proposal to approve the “redomestication” from Delaware to Cayman Islands that will take place with respect to the new public company pursuant to the terms of the Merger Agreement;

•        The Nasdaq Proposal to approve the issuance of more than 20% of the current total issued and outstanding PubCo Ordinary Shares pursuant to the terms of the Merger Agreement; and

•        The Adjournment Proposal to approve the adjournment of the Special Meeting in the event Pacifico does not receive the requisite stockholder vote to approve the above Proposals.

Approval of each of the Proposals requires the affirmative vote of the holders of a majority of the issued and outstanding Pacifico Common Stock present and entitled to vote at the Special Meeting or any adjournment thereof. As of the record date, [•] shares held by the Initial Stockholders, or approximately [•]% of the outstanding Pacifico Common Stock, would be voted in favor of each of the Proposals.

Q:     Are any of the proposals conditioned on one another?

A:     Yes, the Business Combination Proposal and the Redomestication Proposal are dependent upon each other. It is important for you to note that in the event that either of the Business Combination Proposal or the Redomestication Proposal is not approved, Pacifico will not consummate the Business Combination. If Pacifico does not consummate the Business Combination and fails to complete an initial business combination by September 16, 2022, or up to March 16, 2023 (if the time-period is extended, as described herein), Pacifico will be required to dissolve and liquidate. The Nasdaq Proposal is conditioned upon the approval of the Business Combination Proposal. Adoption of the Adjournment Proposal is not conditioned upon the adoption of any of the other Proposals.

Q:     Do any of Pacifico’s directors or officers have interests that may conflict with my interests with respect to the Business Combination?

A:     Pacifico’s directors and officers may have interests in the Business Combination that are different from your interests as a stockholder. On April 13, 2021, our insiders, including our Sponsor, purchased an aggregate of 1,437,500 shares of Pacifico Common Stock for an aggregate purchase price of $25,000. Simultaneously with the closing of the IPO, Pacifico consummated a private placement for an aggregate of 281,250 units (the “Private Units”), with the Sponsor purchasing 231,250 Private Units, and Chardan purchasing 50,000 Private Units, at a price of $10.00 per Private Unit, generating total proceeds of $2,812,500. On September 22, 2021, simultaneously with the sale of the over-allotment units in the IPO, Pacifico consummated the private sale of

an additional 26,250 Private Units to the Sponsor and Chardan, with the Sponsor purchasing 18,750 Private Units, and Chardan purchasing 7,500 Private Units. If Pacifico does not consummate the Business Combination by September 16, 2022 (or up to March 16, 2023 if the time-period is extended, as described herein), Pacifico will be required to dissolve and liquidate and the securities held by the Initial Stockholders, including the Sponsor, will be worthless because the Initial Stockholders have agreed to waive their rights to any liquidation distributions.

The exercise of Pacifico’s directors’ and officers’ discretion in agreeing to changes or waivers in the terms of the Business Combination may result in a conflict of interest when determining whether such changes or waivers are appropriate and in Pacifico stockholders’ best interests.

Q:     When and where is the Special Meeting?

A:     The Special Meeting will take place on [•], 2022 at 10:00 a.m., Eastern Time. Due to the public health concerns relating to the coronavirus pandemic, and our concerns about protecting the health and well-being of our stockholders, the Pacifico Board has determined to convene and conduct the Special Meeting in a virtual meeting format at [http://www.astproxy.com/[•]]. Stockholders will NOT be able to attend the Special Meeting in person. This proxy statement includes instructions on how to access the virtual Special Meeting and how to listen and vote from home or any remote location with Internet connectivity.

Q:     Who may vote at the Special Meeting?

A:     Only holders of record of Pacifico Common Stock as of the close of business on [•], 2022 (the record date) may vote at the Special Meeting. As of [•], 2022, there were [•] shares of Pacifico Common Stock outstanding and entitled to vote. Please see the section titled “The Special Meeting — Record Date; Who is Entitled to Vote” for further information.

Q:     What is the quorum requirement for the Special Meeting?

A:     Stockholders representing a majority of the shares of capital stock issued and outstanding as of the record date and entitled to vote at the Special Meeting must be present in person or represented by proxy in order to hold the Special Meeting and conduct business. This is called a quorum. Pacifico Common Stock will be counted for purposes of determining if there is a quorum if the stockholder (i) is present and entitled to vote at the meeting, or (ii) has properly submitted a proxy card or voting instructions through a broker, bank or custodian. In the absence of a quorum, the Special Meeting will be adjourned to the next business day at the same time and place or to such other time and place as the directors may determine.

Q:     What vote is required to approve the Proposals?

A:     Approval of each of the Proposals will require the affirmative vote of the holders of a majority of the issued and outstanding Pacifico Common Stock present and entitled to vote at the Special Meeting or any adjournment thereof. Since each of the Proposals require the affirmative vote of a majority of the Pacifico Common Stock present and entitled to vote at the Special Meeting or any adjournment thereof, attending the Special Meeting either in person or by proxy and abstaining from voting will have the same effect as voting “AGAINST” the Proposals and failing to instruct your bank, brokerage firm or nominee to attend and vote your shares will have no effect on any of the Proposals.

Q:     How will the Initial Stockholders vote?

A:     Pacifico’s Initial Stockholders, who as of the record date, owned 1,687,500 shares of Pacifico Common Stock (none of which were publicly purchased), or approximately 22.5% of the issued and outstanding Pacifico Common Stock, have agreed to vote their respective shares acquired by them prior to the IPO in favor of the Business Combination Proposal and other related proposals. To the extent that any public shares are purchased, such public shares will not be voted as required by Tender Offers and Schedules Compliance and Disclosure Interpretations Question 166.01 promulgated by the SEC.

Q:     What do I need to do now?

A:     We urge you to read carefully and consider the information contained in this proxy statement/prospectus, including the annexes, and consider how the Business Combination will affect you as a Pacifico stockholder. You should vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card.

Q:     Do I need to attend the Special Meeting to vote my shares?

A:     No. You are invited to attend the Special Meeting to vote on the Proposals described in this proxy statement/prospectus. However, you do not need to attend the Special Meeting to vote your Pacifico Common Stock. Instead, you may submit your proxy by signing, dating and returning the applicable enclosed proxy card in the pre-addressed postage paid envelope. Your vote is important. Pacifico encourages you to vote as soon as possible after carefully reading this proxy statement/prospectus.

Q:     Am I required to vote against the Business Combination Proposal in order to have my Pacifico Common Stock redeemed?

A:     No. You are not required to vote against the Business Combination Proposal in order to have the right to demand that Pacifico redeem your Pacifico Common Stock for cash equal to your pro rata share of the aggregate amount then on deposit in the Trust Account (including interest earned on your pro rata portion of the trust account, net of taxes payable) before payment of deferred underwriting commissions. These redemption rights in respect of the Pacifico Common Stock are sometimes referred to herein as “redemption rights.” If the Business Combination is not completed, holders of Pacifico Common Stock electing to exercise their redemption rights will not be entitled to receive such payments and their Pacifico Common Stock will be returned to them.

Q:     How do I exercise my redemption rights?

A:     If you are a public stockholder and you seek to have your shares redeemed, you must (i) demand, no later than 5:00 p.m., Eastern time on [•], 2022 (two business days before the Special Meeting), that Pacifico redeem your shares for cash, and (ii) submit your request in writing to Pacifico’s transfer agent, at the address listed at the end of this section and deliver your shares to Pacifico’s transfer agent (physically, or electronically using the DWAC (Deposit/Withdrawal At Custodian) system) at least two business days prior to the vote at the Special Meeting.

Any corrected or changed written demand of redemption rights must be received by Pacifico’s transfer agent two business days prior to the Special Meeting. No demand for redemption will be honored unless the holder’s shares have been delivered (either physically or electronically) to the transfer agent at least two business days prior to the vote at the Special Meeting.

Public stockholders may seek to have their shares redeemed regardless of whether they vote for or against the Business Combination and whether or not they are holders of Pacifico Common Stock as of the record date. Any public stockholder who holds Pacifico Common Stock on or before [•], 2022 (two (2) business days before the Special Meeting) will have the right to demand that his, her or its shares be redeemed for a pro rata share of the aggregate amount then on deposit in the Trust Account, less any taxes then due but not yet paid, at the consummation of the Business Combination. If you have questions regarding the certification of your position or delivery of your shares, please contact:

American Stock Transfer & Trust Company, LLC
6201 15th Ave.
Brooklyn, NY 11219
Attention: Felix Orihuela
Email: spacsupport@astfinancial.com
Telephone: 1-800-937-5449

Q:     How can I vote?

A:     If you were a holder of record of Pacifico Common Stock on [•], 2022, the record date for the Special Meeting, you may vote with respect to the Proposals in person at the Special Meeting, or by submitting a proxy by mail so that it is received prior to 10:00 a.m. Eastern Time on [•], 2022, in accordance with the instructions provided to you under the section titled “The Special Meeting.” If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or other nominee, your broker or bank or other nominee may provide voting instructions (including any telephone or Internet voting instructions). You should contact your broker, bank or nominee in advance to ensure that votes related to the shares you beneficially own will be properly counted. In this regard, you must provide the record holder of your shares with instructions on how to vote your shares or, if you wish to attend the Special Meeting and vote in person, obtain a proxy from your broker, bank or nominee.

Q:     If my shares are held in “street name” by my bank, brokerage firm or nominee, will they automatically vote my shares for me?

A:     No. Under Nasdaq rules, your broker, bank or nominee cannot vote your Pacifico Common Stock with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank or nominee. Pacifico believes the Proposals are non-discretionary and, therefore, your broker, bank or nominee cannot vote your Pacifico Common Stock without your instruction. Broker non-votes will not be considered present for the purposes of establishing a quorum and will have no effect on the Proposals. If you do not provide instructions with your proxy, your bank, broker or other nominee may submit a proxy card expressly indicating that it is NOT voting your Pacifico Common Stock; this indication that a bank, broker or nominee is not voting your Pacifico Common Stock is referred to as a “broker non-vote.” Your bank, broker or other nominee can vote your Pacifico Common Stock only if you provide instructions on how to vote. You should instruct your broker to vote your Pacifico Common Stock in accordance with directions you provide.

Q:     What if I abstain from voting or fail to instruct my bank, brokerage firm or nominee?

A:     Pacifico will count a properly executed proxy marked “ABSTAIN” with respect to a particular Proposal as present for the purposes of determining whether a quorum is present at the Special Meeting of Pacifico stockholders. For purposes of approval, an abstention on any Proposals will have the same effect as a vote “AGAINST” such Proposal. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the Special Meeting in person, the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the Special Meeting of stockholders and, if a quorum is present, will have the effect of a vote against the Business Combination Proposal and no effect on the Adjournment Proposal.

Q:     What happens if I sell my Pacifico Common Stock before the Special Meeting?

A:     The record date for the Special Meeting is earlier than the date that the Business Combination is expected to be consummated. If you transfer your Pacifico Common Stock after the record date, but before the Special Meeting, unless the transferee obtains from you a proxy to vote those shares, you would retain your right to vote at the Special Meeting. However, you would not be entitled to receive any PubCo Ordinary Shares following the consummation of the Business Combination because only Pacifico’s stockholders at the time of the consummation of the Business Combination will be entitled to receive PubCo Ordinary Shares in connection with the Business Combination.

Q:     Will I experience dilution as a result of the Business Combination?

A:     Prior to the Business Combination, the Pacifico public stockholders who hold shares issued in the IPO own approximately 76.7% of issued and outstanding shares of Pacifico Common Stock. After giving effect to the Business Combination and to the issuance of (i) 50,000,000 PubCo Ordinary Shares issued

to the current Caravelle shareholders, excluding the 30,000,000 Earnout Shares; (ii) up to 8,100,750 PubCo Ordinary Shares to the Pacifico stockholders in connection with the Merger (assuming there are no Pacifico stockholders who exercise their redemption rights and an aggregate of 605,750 shares are issued upon conversion of the Pacifico Rights, including the private rights); and (iii) an aggregate of 343,750 PubCo Ordinary Shares to Chardan including 43,125 PubCo Ordinary Shares as deferred compensation and 300,525 PubCo Ordinary Shares as part of the M&A fee.

         It is anticipated that, upon completion of the Business Combination, the ownership interests in PubCo as the public company will be as set forth in the table below:

____________

(1)      Assumes that holders of 2,875,000 Public Shares, or 50% of the maximum redemption, exercise their redemption rights in connection with the Business Combination.

(2)      Assumes that holders of 5,750,000 Public Shares exercise their redemption rights in connection with the Business Combination.

(3)      Excludes the 35,000,000 Earnout Shares.

(4)      Excludes PubCo Ordinary Shares underlying any Pacifico Units that the Sponsor chooses to be repaid for the loan it has extended to Pacifico, assuming the Sponsor chooses to be repaid fully in cash.

(5)      Includes (a) 63,250 PubCo Ordinary Shares to be received by Chardan exchanged by/converted from Pacifico Shares and Rights purchased in the private placement closed simultaneously with the consummation of the IPO, (b) 43,125 PubCo Ordinary Shares as 0.75% of the gross proceeds of the IPO as deferred underwriting discounts and commissions in the form of Pacifico shares at a price of $10.00 per share, to be issued if the Business Combination is consummated, and (c) 300,625 PubCo Ordinary Shares, as 65% of M&A fee, assuming PubCo not issuing the 35,000,000 Earnout Shares.

         $2,156,250, the deferred underwriting commissions in connection with the IPO, will be released to the underwriters only on completion of the Business Combination, in an amount equal to approximately 3.75% of the gross proceeds of the IPO. Below is a summary of the total deferred underwriting commission to be paid upon closing of the Business Combination, assuming (i) no redemptions, (ii) 50% of the maximum redemptions and (iii) maximum redemptions.

Q:     Are Caravelle’s shareholders required to approve the Merger?

A:     Yes. Caravelle’s shareholders’ approval of the Merger and the Merger Agreement is required to consummate the Business Combination. In the event that the Merger or the Merger Agreement fails to be authorized or approved by Caravelle’s shareholders, Pacifico can terminate the Merger Agreement.

Q:     Is the consummation of the Business Combination subject to any conditions?

A:     Yes. The obligations of each of Pacifico, Caravelle and the Acquisition Entities to consummate the Business Combination are subject to conditions, as more fully described in the section titled “Summary of the Proxy Statement/Prospectus — The Business Combination and the Merger Agreement” in this proxy statement/prospectus.

Q:     Can I change my vote after I have mailed my proxy card?

A:     Yes. You may change your vote at any time before your proxy is voted at the Special Meeting. You may revoke your proxy by executing and returning a proxy card dated later than the previous one, or by attending the Special Meeting in person and casting your vote by hand or by ballot (as applicable) or by submitting a written revocation stating that you would like to revoke your proxy that our proxy solicitor receives prior to the Special Meeting. If you hold your Pacifico Common Stock through a bank, brokerage firm or nominee, you should follow the instructions of your bank, brokerage firm or nominee regarding the revocation of proxies. If you are a record holder, you should send any notice of revocation or your completed new proxy card, as the case may be, to:

Morrow Sodali LLC

333 Ludlow Street

5th floor, South Tower

Stamford, CT 06902

Individuals call toll-free (800) 662-5200

Banks and brokers call (203) 658-9400

Email: PAFO.info@investor.morrowsodali.com

Q:     Should I send in my stock certificates now?

A:     Yes. Pacifico’s stockholders who intend to have their shares redeemed should send their certificates or tender their shares electronically no later than two business days before the Special Meeting. Please see the section titled “The Special Meeting — Redemption Rights” for the procedures to be followed if you wish to redeem your ordinary shares for cash.

Q:     When is the Business Combination expected to occur?

A      Assuming the requisite stockholder approvals are received, Pacifico expects that the Business Combination will occur as soon as practicable following the Special Meeting, but only after the registration of the applicable Plan of Merger by the Registrar of Companies of the Cayman Islands with respect to the Initial Merger. However, if Pacifico anticipates that it may not be able to consummate the Business Combination on or before September 16, 2022, Pacifico may, but is not obligated to, extend the period of time to consummate the Business Combination up to March 16, 2023. Pursuant to the terms of Pacifico’s amended and restated certificate of incorporation and the trust agreement entered into between Pacifico and the transfer agent, in order to extend the time available for Pacifico to consummate its initial business combination, Pacifico’s insiders or its affiliates or designees must deposit into the Trust Account $575,000 ($0.10 per share) for each 3-month extension on or prior to the date of the applicable deadline. Pursuant to the Merger Agreement, Caravelle shall deposit in (i) the Trust Account by September 6, 2022, $575,000, which shall reach the Trust Account by September 13, 2022, to extend the existence of Pacifico for three (3) months beyond the initial twelve (12) months and (ii) an escrow account established by Loeb & Loeb LLP as the escrow agent by November 16, 2022, an additional $575,000 to extend the existence of Pacifico for another three (3) months

RISK FACTORS

Investing in the securities of Caravelle involves a high degree of risk. In addition to the other information contained in this proxy statement/prospectus, including the matters addressed under the headings “Forward-Looking Statements,” “Caravelle’s Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Pacifico’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and related notes contained herein, you should carefully consider the following risk factors in deciding how to vote on the proposals presented in this proxy statement/prospectus and before making a decision to invest in Caravelle Inc.’s securities. The risks associated with Caravelle, Pacifico, the Business Combination and PubCo have been generally organized according to these categories discussed below, and many of these risks may have ramifications in more than one category. These categories, therefore, should be viewed as a starting point for understanding the significant risks relating to Caravelle, Pacifico, the Business Combination and PubCo, and not as a limitation on the potential impact of the matters discussed. The business, results of operations, financial condition and prospects of Caravelle and PubCo could also be harmed by risks and uncertainties that are not presently known to them or that they currently believe are not material. If any of the risks actually occur, the business, results of operations, financial condition and prospects of Caravelle and PubCo could be materially and adversely affected. Unless otherwise indicated, references to business being harmed in these risk factors include harm to business, reputation, brand, financial condition, results of operations and future prospects.

Risks Related to Caravelle’s Business

In addition to the other information included in this registration statement, the considerations listed below could have a material adverse effect on Caravelle’s business, financial condition or results of operations, cash flows, or ability to pay dividends, future prospects, or financial performance. The risks set forth below comprise all material risks currently known to Caravelle. These factors should be considered carefully, together with the information and financial data set forth in this Registration Statement.

Risks Related to the International Shipping Industry

The cyclical nature of the shipping industry could have an adverse effect on Caravelle’s business.

Historically, the financial performance of the shipping industry has been cyclical, with volatility in profitability and asset values resulting from changes in the supply of, and demand for, international maritime shipping services. The level of shipping capacity is a function of the number and size of vessels in the world fleet, their deployment, the delivery of new vessels and the scrapping of older vessels. The demand for international maritime shipping services is influenced by, among other factors, global and regional economic conditions, currency exchange rates, the globalization of manufacturing, fluctuation in the levels of global and regional international trade, regulatory developments and changes in seaborne and other transportation patterns. Changes in the demand for international maritime shipping services are difficult to predict. Decreases in such demand and/or increases in international maritime shipping capacity could lead to significantly lower freight rates, reduced volume, or a combination of the two, which would have a material adverse effect on Caravelle’s business, financial condition and results of operations.

Caravelle’s profitability and growth depend on the demand for shipping vessels and global economic conditions, and the impact of consumer confidence and consumer spending on shipping volume and charter rates. Charter hire rates for shipping vessels may experience volatility or increase, which would, in turn, adversely affect Caravelle’s profitability.

The ocean-going shipping industry is both cyclical and volatile in terms of charter hire rates and profitability. Charter rates are impacted by various factors, including supplies of vessels, the level of global trade, exports from one part of the world to the other parts, demand for the seaborne transportation cargoes, and shipping capacity. High demand for shipping capacity and lower supply of shipping capacity could result in higher charter rates, which may adversely affect Caravelle’s profitability. The factors affecting the supply and demand for shipping vessels are outside of the control of Caravelle, and the nature, timing and degree of changes in industry conditions

are unpredictable. The Baltic Dry Index, or the BDI, an index of the daily average of charter rates for key routes published by the Baltic Exchange Limited, which has long been viewed as the main benchmark to monitor the movements of the vessel charter market and the performance of the entire shipping market, declined approximately 97.5% from its high of 11,793 in May 2008 to 290 on February 10, 2016, and has remained volatile since then. During the year ended December 31, 2021, the BDI rose to an average of 4,948 from an average of 1,066 in the previous year. As of March 23, 2022, the BDI was 2,575. A significant increase in charter rates would adversely affect Caravelle’s profitability, cash flows and ability to pay dividends.

Factors that influence demand for shipping capacity include:

•        supply and demand for products suitable for maritime shipping;

•        changes in global production of products transported by ships;

•        the distance that cargo products are to be moved by sea;

•        the globalization and deglobalization of manufacturing;

•        global and regional economic and political conditions;

•        developments and disruptions in international trade;

•        changes in seaborne and other transportation patterns, including changes in the distances over which cargoes are transported and the speed of vessels;

•        environmental and other regulatory developments; and

•        currency exchange rates.

Factors that influence the supply of shipping capacity include:

•        the number of new building deliveries;

•        the scrapping rate of older shipping vessels;

•        the price of steel and other raw materials;

•        changes in environmental and other regulations that may limit the useful life of shipping vessels;

•        the number of shipping vessels that are out of service; and

•        port congestion.

Outbreaks of epidemic and pandemic diseases, and governmental responses thereto, could adversely affect Caravelle’s business. The COVID-19 pandemic, and measures to contain its spread, have impacted the markets in which Caravelle operates and could have a material adverse effect on Caravelle’s business, financial condition, cash flows and results of operations.

The COVID-19 pandemic and measures to contain its spread, continues to negatively impact regional and global economies and trade patterns in markets in which Caravelle operates, the way Caravelle operates its business, and the businesses of its customers and suppliers. Governments in affected countries have been imposing travel bans, quarantines and other emergency public health measures and a number of countries have implemented lockdown measures. Companies, including Caravelle, are also taking precautions, such as requiring employees to work remotely, and imposing travel restrictions. These restrictions have had an adverse impact on global economic conditions, resulted in turmoil in the shipping, credit and other markets which affect Caravelle, and introduced new risks to Caravelle’s operations, some of which may not yet have become evident to Caravelle. As a result of these measures, Caravelle’s chartered ships may not be able to call on ports, or may be restricted from departing from ports, and the duration of voyages may increase in order to accommodate mandatory minimum periods between port calls which could increase Caravelle’s costs and delay the due date for payment of freight to Caravelle. In addition

Caravelle may experience severe operational disruptions and delays, unavailability of normal port infrastructure and services including limited access to equipment, critical goods and personnel, closure of ports and customs offices, disruptions to crew change, quarantine of ships and/or crew, counterparty credit risk, limitations on sources of cash and liquidity, as well as disruptions in the supply chain and industrial production which may lead to reduced cargo supply and/or the demand for such cargo and thus to a decline in the demand for Caravelle’s services, among other potential consequences. Ongoing prevention and mitigation measures, and negative economic and trade impacts of the COVID-19 outbreak could materially and adversely affect Caravelle’s future operations, its business, financial condition and cash flows. The extent of the COVID-19 outbreak’s effect on Caravelle’s operational and financial performance will depend on future developments, including the duration, spread and intensity of the outbreak, the emergence of new variants, the development, availability, distribution and effectiveness of vaccines and treatments, the imposition of protective public safety measures and the impact on the global economy, all of which are uncertain and difficult to predict considering the rapidly evolving situation. As a result, the ultimate severity of the COVID-19 pandemic is uncertain at this time and therefore Caravelle cannot predict the impact it may have on its future operations, which impact could be material and adverse.

If global economic conditions weaken, particularly in the Asia Pacific region, it could have a material adverse effect on Caravelle’s business, financial condition and results of operations.

Global economic conditions impact worldwide demand for various goods and, thus, shipping. In particular, Caravelle anticipates a significant number of the port calls made by its freight will continue to involve the loading or unloading of cargos in ports in the Asia Pacific region. As a result, negative changes in economic conditions in any Asia Pacific country can have a significant impact on the demand for international maritime shipping. However, if the pace in growth in the Asia Pacific region experiences slower or negative economic growth in the future, this may impose negative impact on the international maritime shipping demand.

An increase in trade protectionism globally could have a material adverse impact on Caravelle’s business and, in turn, could cause a material adverse impact on Caravelle’s business, financial condition, results of operations and cash flows.

Caravelle’s operations are exposed to the risk that increased trade protectionism globally could adversely affect Caravelle’s business. Governments may turn to trade barriers to protect or revive their domestic industries in the face of foreign imports, thereby depressing the demand for shipping. Restrictions on imports, including in the form of tariffs, could have a major impact on global trade and demand for shipping. Trade protectionism in the markets that Caravelle serves may cause an increase in the cost of exported goods, the length of time required to deliver goods and the risks associated with exporting goods and, as a result, a decline in the volume of exported goods and demand for shipping.

Caravelle’s shipping business is deployed on routes involving seaborne trade in and out of emerging markets, and Caravelle’s shipping and business revenue may be derived from the shipment of goods from Asia to various overseas export markets. Any reduction in or hindrance to the output of Asia-based exporters could have a material adverse effect on the growth rate of Asia’s exports and on Caravelle’s business.

Caravelle operates in a highly competitive international shipping industry and if Caravelle does not compete successfully with new entrants or established companies with greater resources, its shipping business growth and results of operations may be adversely affected.

The worldwide international maritime shipping business is highly competitive. Barriers to entry are relatively low for existing shipping companies wishing to enter, or expand their presence in, a new market or new trade lane. Carriers compete based on price, frequency of service, transit time, port coverage, service reliability, vessel availability, inland operations, quality of customer service, value added services and other customer requirements. There is strong competition in the international markets and trade lanes that Caravelle currently operates in, and Caravelle expects that current competitive pressures within the international maritime shipping industry will continue.

Increases in marine fuel prices could increase Caravelle’s operating costs.

In fiscal years 2020 and 2021, the cost of marine fuel accounted for about 25.3% and 24.3% of Caravelle’s total operating costs. For the six months ended April 30, 2022, the cost of marine fuel accounted for about 20.4% of Caravelle’s total operating costs. The cost of marine fuel is subject to many economic and political factors which are beyond Caravelle’s control. The price and supply of fuel are unpredictable and fluctuate based on events outside its control, including geopolitical developments, supply of and demand for oil and gas, actions by the Organization of the Petroleum Exporting Countries, or OPEC, and other oil and gas producers, war and unrest in oil producing countries and regions, regional production patterns and environmental concerns. In February 2022, crude oil prices increased to a new seven year high impacted by the Russia-Ukraine conflict and the sanctions and other measures imposed on Russia by the United Kingdom, European Union, the United States and other countries. Sanctions and trade restrictions have increased uncertainty in global energy markets and fuel may become much more expensive in the future, which could have a material adverse effect on Caravelle’s business, financial condition, cash flows and results of operations.

Increases in port fees and stevedoring expenses could increase Caravelle’s operating costs.

Pursuant to relevant terminal port agreements entered into between Caravelle and the relevant stevedoring companies, stevedoring expenses are charged by the relevant stevedoring companies to each shipping company for the use of its labor and the stevedoring facilities. Any increase in such fees and expenses could adversely affect the business, results of operations and financial condition of Caravelle in the event that it is not able to increase freight rates or otherwise recover such fees and expenses increases from its customers.

World events, including terrorist attacks and regional conflict, could have a material adverse effect on Caravelle’s business, financial condition, cash flows and results of operations.

Past terrorist attacks, as well as the threat of future terrorist attacks around the world, continue to cause uncertainty in the world’s financial markets and may affect its business, operating results and financial condition. Continuing conflicts and recent developments in Ukraine, Russia, Azerbaijan, North Korea, Myanmar, the Middle East, including Iran, Iraq, Syria, the Persian Gulf, Yemen, North Africa and the Gulf of Guinea, and the presence of the United States or other armed forces in the Middle East, may lead to additional acts of terrorism and armed conflict around the world, which may contribute to further economic instability in the global financial markets. Recently, government leaders have declared that their countries may turn to trade barriers to protect or revive their domestic industries in the face of foreign imports. War in a country in which a material supplier or customer of Caravelle is located could impact that supply to Caravelle or its ability to earn revenue from that customer. In the past, political conflicts have also resulted in attacks on vessels, mining of waterways and other efforts to disrupt international shipping. Restrictions on imports, including in the form of tariffs, have had and could have a major impact on global trade and demand for shipping. Any of these occurrences could have a material adverse effect on Caravelle’s business, financial condition, cash flows and results of operations.

Acts of piracy on ocean-going vessels may have a material adverse effect on Caravelle’s business, financial condition, cash flows, and results of operations.

Acts of piracy have historically affected ocean-going vessels trading in regions of the world such as the South China Sea, the Indian Ocean, in the Gulf of Aden off the coast of Somalia and, in more recent times, the Gulf of Guinea. Sea piracy incidents continue to occur, particularly in the Gulf of Aden off the coast of Somalia, in the Gulf of Guinea and the west coast of Africa, with carriers vulnerable to such attacks. Acts of piracy may result in death or injury to persons or damage to property. In addition, crew costs, including costs of employing on-board security guards, could increase in such circumstances. Caravelle may not be adequately insured to cover losses from these incidents, which could have a material adverse effect on its business, financial condition, cash flows and results of operations.

Increased inspection procedures and tighter import and export controls could increase costs and disrupt Caravelle’s business.

International shipping is subject to various security and customs inspection and related procedures in countries of origin and destination and trans-shipment points. Inspection procedures may result in the seizure of contents of Caravelle’s vessels, delays in the loading, offloading, trans-shipment or delivery and the levying of customs duties, fines or other penalties against Caravelle.

It is possible that changes to inspection procedures could impose additional financial and legal obligations on Caravelle. Changes to inspection procedures could also impose additional costs and obligations on Caravelle and may, in certain cases, render the shipment of certain types of cargo uneconomical or impractical. Any such changes or developments could have a material adverse effect on Caravelle’s business, financial condition, cash flows and results of operations.

Caravelle’s freights may call on ports located in countries that are subject to restrictions imposed by the United States, United Kingdom, United Nations or other governments.

Although Caravelle does not expect that its freights will call on ports located in countries subject to sanctions and embargoes imposed by the U.S. government and other authorities or countries identified by the U.S. government or other authorities as state sponsors of terrorism, from time to time on charterers’ instructions, Caravelle’s freights may call on ports located in such countries in the future. The U.S. sanctions and embargo laws and regulations vary in their application, as they do not all apply to the same covered persons or proscribe the same activities, and such sanctions and embargo laws and regulations may be amended or strengthened over time. Although Caravelle believes that it is in compliance with all applicable sanctions and embargo laws and regulations, and intends to maintain such compliance, there can be no assurance that it will be in compliance in the future, particularly as the scope of certain laws may be unclear and may be subject to changing interpretations. Any such violation could result in a severe adverse impact on Caravelle’s ability to access U.S. capital markets.

Risks Related to Caravelle’s International Maritime Shipping Business

Caravelle operates carriers worldwide and, as a result, its business has inherent operational risks, which may reduce its revenue or increase its expenses, and Caravelle may not be adequately covered by insurance.

The international shipping industry is an inherently risky business involving global operations of ocean-going freights. Cargoes carried by Caravelle are at risk of being damaged or lost because of events such as marine disasters, bad weather, mechanical failures, human error, environmental accidents, war, terrorism, piracy and other circumstances or events. In addition, transporting cargoes across a wide variety of international jurisdictions creates a risk of business interruptions due to political circumstances in foreign countries, hostilities, labor strikes and boycotts, the potential for changes in tax rates or policies, and the potential for government expropriation of the cargos carried by Caravelle. Any of these events may result in loss of revenue, increased costs and decreased cash flows to Caravelle.

Changing economic, regulatory and political conditions in some countries, including political and military conflicts, have from time to time resulted in attacks on vessels, mining of waterways, piracy, terrorism, labor strikes and boycotts. These hazards may result in death or injury to persons, loss of revenue or property, payment of ransoms, environmental damage, higher insurance rates, market disruptions, and interference with shipping routes (such as delay or rerouting), which may have a material adverse effect on Caravelle’s business.

Caravelle charters vessels mostly from Topsheen Shipping Limited, a company controlled by Mr. Dong Zhang, Caravelle’s Chief Shipping Officer.

Caravelle charters vessels mostly from Topsheen Shipping Limited, a company controlled by Mr. Dong Zhang, Caravelle’s chief shipping officer. If Topsheen Shipping Limited terminates its business relationship with Caravelle, Caravelle has the risk that it might not be able to secure adequate vessel replacement in a timely manner or it is required to pay a higher charter rate for comparable vessel replacement, which could have a material adverse effect on Caravelle’s business, financial condition, cash flows and results of operations. Mr. Dong Zhang may have conflicts of interest with Caravelle or its shareholders, and Mr. Dong Zhang may not act in the best interests of Caravelle or may not perform the obligations under these contracts. For example, Topsheen Shipping Limited could breach its contractual arrangements with Caravelle by, among other things, failing to provide vessels at the price or timing previously agreed upon, or entering into agreements with Caravelle’s competitors.

More generally, since Mr. Dong Zhang is a related party to Caravelle, the agreement between Caravelle and the entities he control might not have been negotiated at arm’s length. It is possible the agreement is more favorable to Mr. Dong Zhang’s controlled entities than is industry standard, due to the possible conflicts of interest described above. On the other hand, it is also possible that the agreement is more favorable to Caravelle than is industry standard, in which case Caravelle may be unable to enter into agreements on similarly favorable terms with other vessel suppliers if Mr. Dong Zhang’s controlled entities terminate or change the agreement terms.

Labor interruptions could disrupt Caravelle’s business.

Caravelle could be subject to industrial action or other labor unrest that could prevent or hinder its operations from being carried out normally. If not resolved in a timely and cost-effective manner, such business interruptions could have a material adverse effect on its business, financial condition, cash flows and results of operations.

Failure to comply with the U.S. Foreign Corrupt Practices Act and other anti-bribery legislation in other jurisdictions could result in fines, criminal penalties, contract terminations and an adverse effect on Caravelle’s business.

Caravelle operates in a number of countries throughout the world, including countries known to have a reputation for corruption. Caravelle is committed to doing business in accordance with applicable anti-corruption laws. However, Caravelle is subject to the risk that persons and entities employed or engaged by Caravelle or their agents may take actions that are determined to be in violation of such anti-corruption laws, including the U.S. Foreign Corrupt Practices Act of 1977, or the “FCPA.” Any such violation could result in substantial fines, sanctions, civil and/or criminal penalties, or curtailment of operations in certain jurisdictions, and might adversely affect Caravelle’s business, results of operations or financial condition. In addition, actual or alleged violations could damage Caravelle’s reputation and ability to do business. Furthermore, detecting, investigating, and resolving actual or alleged violations is expensive and can consume significant time and attention of Caravelle’s senior management.

The smuggling of drugs or other contraband onto Caravelle’s freight may lead to governmental claims against Caravelle.

Caravelle’s freights may call in ports where smugglers attempt to hide drugs and other contraband on vessels, with or without the knowledge of crew members. To the extent Caravelle’s freights are found with contraband, whether with or without the knowledge of any of its crew, Caravelle may face reputational damage and governmental or other regulatory claims which could have a material adverse effect on its business, financial condition, cash flows and results of operations.

Caravelle needs to maintain its relationships with local shipping agents, port and terminal operators.

Caravelle’s shipping business is dependent upon its relationships with local shipping agents, port and terminal operators operating in the ports where its customers ship and unload their products. Caravelle believes that these relationships will remain critical to its success in the future and the loss of one or more of which could materially and negatively impact its ability to retain and service its customers. Caravelle cannot be certain that it will be able to maintain and expand its existing local shipping agent, port and terminal operator relationships or enter into new relationships, or that new or renewed relationships will be available on commercially reasonable terms. If Caravelle is unable to maintain and expand its existing local shipping agent, port and terminal operator relationships, renew existing relationships, or enter into new relationships, Caravelle may lose customers or cause delays in the ports in which it operates, which could have a material adverse effect on its business, financial condition, cash flows and results of operations.

Risks Related to Caravelle’s CO-Tech Business

Caravelle’s CO-Tech business has no operating history and its project growth might not be realized.

Caravelle was founded in 2021 and to date, has not started the commercialization of its CO-Tech business. Although Caravelle expects to launch the CO-Tech business in the fourth quarter of 2022, there is no assurance Caravelle will be able to secure reliable sources of wood supply and customers to successfully grow its CO-Tech business as it projected.

Furthermore, even if Caravelle achieves a stable wood desiccation, carbon trading, and sale of wood vinegar business operation as it has projected for its CO-Tech businesses, it faces significant risks and barriers in the relevant industries, including the continuous expansion of the carbon-trading markets around the world, application of wood vinegar, client base, marketing channels, pricing policies, talent management, value-added service packages and sustained technological advancement. If Caravelle fails to address any or all of these risks and barriers to entry and growth, its business and results of operation may be materially and adversely affected.

Given Caravelle’s limited operating history, the likelihood of its success must be evaluated, especially in light of the risks, expenses, complications, delays and the competitive environment in which it operates. There is, therefore, no assurance that Caravelle’s business plan will prove successful. Caravelle will continue to encounter risks and difficulties frequently experienced by early-stage commercial companies, including in scaling its infrastructure and headcount, and may encounter unforeseen expenses, difficulties or delays in connection with its growth. In addition, its new CO-Tech business may not be able to become profitable as quickly as its traditional ocean shipping business has. There is no assurance Caravelle will continue to be able to generate revenue, raise additional capital when required or operate profitably.

Caravelle’s newly launched CO-Tech business sector has no operating history and no revenues, and there is no past performance on which to evaluate Caravelle’s ability to achieve its business objectives.

Caravelle has recently launched its carbon-neutral shipping business and has been in the testing stage up to the date of this proxy statement/prospectus. Caravelle anticipates to formally commence its carbon-neutral shipping business in the fourth quarter of 2022. Because of the lack of operating history, you have no past performance with which to evaluate Caravelle’s ability to achieve its business objective for the CO-Tech business sector.

Caravelle’s forecast regarding its CO-Tech business relies in large part upon assumptions and analyses developed by its management. If these assumptions and analyses prove to be incorrect, its actual operating results could suffer.

Caravelle’s forecast regarding its CO-Tech business relies in large part upon assumptions and analyses developed by its management and reflects current estimates of future performance. Whether actual operating and financial results and business developments will be consistent with Caravelle’s expectations and assumptions as reflected in the forecast depends on a number of factors, many of which are outside Caravelle’s control, including, but not limited to:

•        whether it can obtain sufficient capital to sustain and grow its business;

•        its ability to manage growth;

•        whether it can manage relationships with key suppliers;

•        demand for its products and services;

•        the timing and cost of new and existing marketing and promotional efforts;

•        competition, including established and future competitors;

•        its ability to retain existing key management, to integrate recent hires and to attract, retain and motivate qualified personnel;

•        the overall strength and stability of domestic and international economies; and

•        regulatory, legislative and political changes.

Specifically, Caravelle’s forecast regarding its CO-Tech business is based on projected purchase prices, demand in market, costs for wood to be dried, logistics, sales, marketing and service, and its projected number of orders for the desiccated wood. Any of these factors could turn out to be different from those anticipated. Unfavorable changes in any of these or other factors, most of which are beyond Caravelle’s control, could materially and adversely affect its business, prospects, financial results and results of operations.

Caravelle expects its operating expenses to increase significantly in the future, which may impede its ability to achieve profitability.

Caravelle expects to further incur significant operating costs which will impact its profitability, including research and development expenses as it improves its operations in wood desiccation on vessels or applies its CO-Tech model in other industries, capital expenditures in adding wood desiccation components to vessels, general and administrative expenses as it scales its operations, and sales, marketing, and distribution expenses as it builds its brand and markets its new business model and expands its CO-Tech business.

Caravelle’s ability to become profitable in the future will not only depend on its ability to successfully market its products and services, but also to control costs. Ultimately, Caravelle may not be able to adequately control costs associated with its operations for reasons outside its control, including the cost of raw materials and fuel costs. Substantial increases in such costs could increase Caravelle’s cost of revenue and its operating expenses, and could reduce its margins. Additionally, unforeseen events such as the current ongoing global pandemic could adversely affect supply chains, impacting Caravelle’s ability to control and manage costs. Additionally, currency fluctuations, tariffs or shortages in petroleum and other economic or political conditions could result in significant increases in freight charges and raw material costs. If Caravelle fails to continue to design, develop, manufacture, market, sell and service its CO-Tech business sector, including providing service in a cost-efficient manner, its margins, profitability, and prospects would be materially and adversely affected.

The rate at which Caravelle may incur costs and losses in future periods compared to current levels may increase significantly, as it:

•        continues to develop the CO-Tech system and remote-control platform;

•        develops and equips the vessels it employs with the CO-Tech system, and to secure manufacturing capabilities;

•        builds up inventories of parts and components for the CO-Tech system;

•        develops and expands its design, development, maintenance, servicing and repair capabilities; and

•        increases its sales and marketing activities.

These efforts may be more expensive than Caravelle currently anticipates, and these efforts may not result in increases in revenues. Any cost overruns that deviate from Caravelle’s estimates may materially and adversely affect its business prospects, financial condition and results of operations.

Caravelle is dependent upon its proprietary intellectual properties.

Caravelle considers its patents, copyrights, trademarks, trade names, internet domain names, patents and other intellectual property assets crucial to its ability to develop and protect new technology, grow its business and enhance Caravelle’s brand recognition. Caravelle has invested significant resources to develop its intellectual property assets. Failure to successfully maintain or protect these assets could harm Caravelle’s business. The steps Caravelle has taken to protect its intellectual property rights may not be adequate or prevent theft and use of its trade secrets by others or prevent competitors from copying its newly developed technology. If Caravelle is unable to protect its proprietary rights or if third parties independently develop or gain access to similar technology, Caravelle’s business, revenue, reputation and competitive position could be harmed. For example, the measures Caravelle takes to protect its intellectual property from unauthorized use by others may not be effective for various reasons, including the following:

•        any patent applications Caravelle submits may not result in the issuance of patents;

•        the scope of Caravelle’s issued patents may not be broad enough to protect its proprietary rights;

•        Caravelle’s issued patents may be challenged and/or invalidated by its competitors or others;

•        the costs associated with enforcing patents, confidentiality and invention agreements and/or other intellectual property rights may make aggressive enforcement impracticable;

•        current and future competitors may circumvent Caravelle’s patents;

•        Caravelle’s in-licensed patents may be invalidated, or the owners of these patents may breach their license arrangements; and

•        even if Caravelle obtains a favorable outcome in litigation asserting its rights, Caravelle may not be able to obtain an adequate remedy, especially in the context of unauthorized persons copying or reverse engineering Caravelle’s products or technology.

Caravelle may need to resort to litigation to enforce its intellectual property rights if its intellectual property rights are infringed or misappropriated, which could be costly and time-consuming. Additionally, the protection of Caravelle’s intellectual property rights in different jurisdictions may vary in their effectiveness. Caravelle has little patent coverage anywhere in the world except China. Implementation and enforcement of Chinese intellectual property-related laws historically has been considered to be deficient and ineffective. Moreover, with Caravelle’s licensed-in patents limited mostly to those issued in China, Caravelle may find it impossible to prevent competitors from copying its patented advancements in vehicles manufactured and sold elsewhere.

Despite Caravelle’s efforts to protect its proprietary rights, third parties may still attempt to copy or otherwise obtain and use its intellectual property or seek court declarations that such third parties’ intellectual property does not infringe upon Caravelle’s intellectual property rights, or they may be able to independently develop technologies that are the same as or similar to Caravelle’s technologies.

Caravelle purchases its CO-Tech equipment from New Galion Group (HK) Co Ltd (“New Galion”), and will rent vessels for the CO-Tech business from Topsheen Shipping Limited, both controlled by Mr. Dong Zhang, Caravelle’s Chief Shipping Officer, and purchased a vessel from Beijing Hanpu Technology Co., Ltd., a company controlled by Dr. Guohua Zhang, Caravelle’s Chief Executive Officer.

Caravelle purchases its CO-Tech equipment from New Galion, and will rent vessels for the CO-Tech business from Topsheen Shipping Limited, both controlled by Mr. Dong Zhang, Caravelle’s chief shipping officer. If New Galion or Topsheen Group Limited terminates its business relationship with or fails to deliver on time the equipment or vessels for Caravelle, Caravelle might not be able to secure adequate replacement equipment or vessels in a timely manner or may be required to pay a higher price for such replacement, which could have a material adverse effect on Caravelle’s business, financial condition, cash flows and the results of the CO-Tech business operations. Dong Zhang may have conflicts of interest with Caravelle or its shareholders, and Mr. Dong Zhang and New Galion may not act in the best interests of Caravelle or may not perform their obligations under these contracts. For example, New Galion could breach it contractual arrangements with Caravelle by, among other things, failing to provide the equipment at the price or timing previously agreed upon, or failing the technical standards as agreed upon. It is unclear whether Caravelle could find an alternative provider for the CO-Tech equipment. Caravelle also purchased a vessel for testing and trial operation of the CO-Tech business from Beijing Hanpu Technology Co., Ltd. (“Hanpu”), a company controlled by Dr. Guohua Zhang, Caravelle’s Chief Executive Officer. Caravelle believes such transactions were entered into at a fair market price.

More generally, since Mr. Dong Zhang is a related party to Caravelle, the agreement between Caravelle and the entities he control might not have been negotiated at arm’s length. It is possible the agreement is more favorable to Mr. Dong Zhang’s controlled entities than is industry standard, due to the possible conflicts of interest described above. On the other hand, it is also possible that the agreement is more favorable to Caravelle than is industry standard, in which case Caravelle may be unable to enter into agreements on similarly favorable terms with other vessel suppliers if Mr. Dong Zhang’s controlled entities terminate or change the agreement terms.

Caravelle’s CO-Tech model is in the early stages and it may not become profitable within twelve months after the closing of the Business Combination, if at all.

Caravelle’s CO-Tech business has not yet commenced operation as of May 2022 and has not recognized any revenue as of the date of this proxy statement/prospectus. Caravelle’s future business depends in large part on its ability to execute its plans to develop, manufacture, market, sell and deliver desiccated wood using its CO-Tech model.

Although Caravelle originally planned to commence operation of its first vessel using the CO-Tech model in early 2022, it experienced delays caused by China’s COVID-related lockdown measures, and it may experience further significant delays due to reasons such as lack of funding, supply shortages, design defects, talent gaps, and/or force majeure. For example, Caravelle relies on third-party suppliers for the provision of wet wood to be processed. To the extent Caravelle’s suppliers experience any delays in providing or developing necessary raw materials, or if they experience quality issues, Caravelle could experience delays in delivering on its timelines.

Supply and distribution chain disruptions could adversely affect Caravelle’s business.

Caravelle’s ability to generate revenue from either selling dried wood or providing wood desiccation services in its new CO-Tech business may be materially adversely impacted by supply chain disruptions. Such disruptions include the shutdown of forest farms, shortage of labor, and increased price of timber. Although the CO-Tech business has a short supply chain consisting of upstream timber seller and forest farms, and the supply chain has recovered to pre-pandemic levels, there is no guarantee that Caravelle will not be subject to impact caused by future shutdowns or other disruptions. To secure wood supply and reduce impact of price volatilities, Dr. Guohua Zhang has established cordial long-term relationships with timber suppliers in Africa and Southeast Asia. For example, Singapore Garden has entered into an agreement with Honest Timber Gabon Co. Ltd. securing its wood supply, under which Honest Timber Gabon Co. Ltd. agrees to sell an aggregate of 400,000 cubic meter of wood between 2022 and 2026.

Caravelle depends on third parties for logging and transportation services and increases in the costs or decreases in the availability of quality service providers could adversely affect its business.

The upstream and downstream business chain of its CO-Tech sector depends on logging and transportation services provided by third parties, both domestically and internationally, including by railroad, trucks, or ships. If any of its transportation providers were to fail to deliver timber supply or logs to Caravelle or its clients, or fails to deliver in a timely manner, or were to damage timber supply or logs during transport, Caravelle may be unable to reach the expected profit level. During the global financial crisis and subsequent downturn in U.S. housing starts, timber harvest volumes declined significantly. As a result, many logging contractors, particularly cable logging operators in the western U.S., permanently shut down their operations. As harvest levels have returned to higher levels with the recovery in housing starts, this shortage of logging contractors has resulted in sharp increases in logging costs and more limited availability of logging contractors. It is expected that the supply of qualified logging contractors will be affected by the availability of debt financing for equipment purchases as well as the availability of adequately trained loggers. As housing starts continue to recover, harvest levels are expected to increase, placing more pressure on the existing supply of logging contractors. Any significant failure or unavailability of third-party logging or transportation providers, or increases in transportation rates or fuel costs, may result in higher logging costs, the inability to capitalize on stronger log prices to the extent logging contractors cannot be secured at a competitive cost, or decreased demand for Caravelle’s desiccation service. Such events could harm its reputation, negatively affect its customer relationships and adversely affect its business.

In the new CO-Tech wood desiccation business, the revenue and profit may be subject to high volatility because the need for wood desiccation service is determined by the market’s supply of timber and demand for wood products, and such markets operates are cyclical and competitive.

The performance of Caravelle’s CO-Tech sector depends on the state of the housing, construction, and home improvement markets. The pricing of its products is dependent on customers’ perceptions of the market and therefore can be volatile.

At times, the price for any one or more of the products Caravelle produces or to which Caravelle’s desiccation services contribute may fall below its cash production costs, requiring Caravelle to either incur short-term losses on product sales, decreased income generated by services, or suspend operations. Therefore, its profitability with respect to these wood products depends, in significant part, on the market’s supply of timber and demand for wood products, and managing its cost structure, particularly raw materials and ship chartering costs, which represent the largest components of its operating costs. Caravelle has limited control of the foregoing, and as a result, its profitability and cash flow may fluctuate materially in response to changes in the supply and demand of the wood product industry.

Caravelle’s growth depends on the continued growth of the need for wood desiccation, wood vinegar, and further development of the carbon trading market.

Currently, a substantial portion of Caravelle’s projected income in the CO-Tech business comes from the provision of wood desiccation service and sale of desiccated wood, the sale of wood vinegar, and the trade of Carbon Emission Abatement (“CEA”) on the coming carbon trading markets. However, there is no guarantee that the need for desiccated wood will remain or grow beyond the current level, nor is there a guarantee that the productivity of desiccated wood will remain bottlenecked under the traditional model. The projected income from the sale of wood vinegar is premised upon the wider application of wood vinegar in agriculture, healthcare, and other industries. Caravelle also expects to derive a substantial amount of future revenue from the CEA generated from the CO-Tech business model. If any of the previous assumptions fail to realize, Caravelle’s profitability may be substantially undermined.

Caravelle may not be able to obtain the necessary certification from the classification societies.

Caravelle has obtained an Approval in Principle from one of the leading classification societies, Det Norske Veritas (DNV), on the design of a waste heat recovery and utilization system. However, Caravelle must obtain Product Approval from DNV for its on-board wood desiccation system as well as Ship Inspection Approval for each of the vessels on-board wood desiccation system is installed before such a vessel may start its maritime voyage. Caravelle expects to receive these approvals for its first vessel with the on-board wood desiccation system in the fourth quarter of 2022. However, there is no guarantee that Caravelle will receive such approvals, or obtain these approvals in a timely manner for it to launch its CO-Tech business in the fourth quarter of 2022.

Caravelle depends on the core technologies licensed by Dr. Guohua Zhang, in the CO-Tech business, thus, if Dr. Zhang revokes such license, Caravelle’s business will be substantially affected.

The CO-Tech business model under which Caravelle currently operates is reliant upon the 14 patents held or under prosecution by Dr. Guohua Zhang, as well as other know-how and trade secrets originally invented by Dr. Guohua Zhang. If Dr. Zhang discontinues such license of patents or provision of trade secrets to Caravelle, Caravelle’s CO-Tech business sector will be substantially affected.

Caravelle currently lacks employees with adequate training and experience to carry out the CO-Tech business on-board.

To operate the CO-Tech wood desiccation during maritime shipping, Caravelle needs crews and employees on-board. As the CO-Tech wood desiccation is a new business that involves novel technologies, Caravelle must provide adequate training to its crews and employees to operate. While Caravelle believes it has sufficient number of crews and employees with the required skills and experience when it launches its CO-Tech wood desiccation business in the fourth quarter of 2022, there is a risk that Caravelle may not able to recruit new crews and employees, or to provide adequate training for newly recruited crews and employees, to carry out the on-board operations when Caravelle expands its CO-Tech business, which takes financing, time, and other resources to achieve. If Caravelle fails to obtain and train an adequate number of such qualified employees, the CO-Tech business may not be as successful as Caravelle anticipates.

Risk related to Caravelle’s Overall Business

It is not certain if Caravelle will be classified as a Singapore tax resident.

Caravelle and its subsidiaries may be subject to tax in the jurisdictions in which they are organized or operate, reducing the amount of cash available for distribution. In computing Caravelle’s tax obligation in these jurisdictions, it is required to take various tax accounting and reporting positions on matters that are not entirely free from doubt and for which Caravelle has not received rulings from the governing authorities. Caravelle cannot assure that upon review of these positions the applicable authorities will agree with its positions. A successful challenge by a tax authority could result in additional tax imposed on Caravelle or its subsidiaries, further reducing the cash available for distribution. In addition, changes in Caravelle’s operations or ownership could result in additional tax being imposed on Caravelle or its subsidiaries in jurisdictions in which operations are conducted.

For instance, in exceptional situations, under the Income Tax Act 1947 of Singapore, or the Singapore Income Tax Act, a company established outside Singapore but whose governing body, being the board of directors, exercises control and management of its business in Singapore could be considered a tax resident in Singapore. Some examples of scenarios where the control and management of a company is considered not exercised in Singapore include:

•        There is no board of directors meeting held in Singapore. Instead, the directors’ resolutions are merely passed by circulation

•        The local director is a nominee director while the rest of the directors are based outside Singapore

•        No strategic decisions are made by the local director in Singapore

•        No key employees are based in Singapore

Caravelle does not believe itself to be a Singapore tax resident for Singapore income tax purposes. However, if the Inland Revenue Authority of Singapore determines that Caravelle is a Singapore tax resident for Singapore income tax purposes, the portion of Caravelle’s single company income on an unconsolidated basis that is received or deemed by the Singapore Income Tax Act to be received in Singapore, where applicable, may be subject to Singapore income tax at the prevailing tax rate of 17% before applicable income tax exemptions or relief. If Caravelle is regarded as a Singapore tax resident, any dividends received or deemed received by Caravelle in Singapore from subsidiaries located in a foreign jurisdiction with a rate of income tax or tax of a similar nature of no more than 15% may generally be subject to additional Singapore income tax where there is no other applicable tax treaty between such foreign jurisdiction and Singapore.

The ability of Caravelle’s subsidiaries and consolidated affiliated entities in Singapore and Samoa to distribute dividends to Caravelle may be subject to restrictions under Singapore and Samoa laws.

Caravelle is a holding company, and its subsidiaries are located in Singapore and Samoa. All or substantially all of Caravelle’s primary internal sources of funds to meet its cash needs will be its share of the dividends, if any, paid by its subsidiaries and consolidated affiliated entities. The distribution of dividends to Caravelle from the subsidiaries and consolidated affiliated entities in these markets as well as other markets where Caravelle operates is subject to restrictions imposed by the applicable laws and regulations in these markets, which may include foreign exchange controls.

For example, Caravelle’s subsidiaries, Topsheen Shipping Singapore Pte. Ltd., Topsheen Bulk Singapore Pte. Ltd. and Singapore Garden Technology Pte. Ltd. (each company a “Singapore Subsidiary” and collectively, the “Singapore Subsidiaries”), are incorporated in Singapore. Under Singapore law, dividends, whether in cash or in specie, must be paid out of such Singapore Subsidiary’s profits available for distribution. The Singapore Subsidiaries may earn distributable profits when they receive dividends or other income, including management fees or interest, if any. The availability of distributable profits is assessed on the basis of each Singapore Subsidiary’s standalone unconsolidated accounts, which are based upon IFRS. There is no assurance that the Singapore Subsidiaries will not incur losses, that they will become profitable, or that they will have sufficient distributable income that might be distributed to Caravelle as a dividend or other distribution in the foreseeable future. Therefore, the Singapore Subsidiaries will be unable to pay dividends to Caravelle unless and until they have generated sufficient distributable reserves. Accordingly, it may not be legally permissible for the Singapore Subsidiaries to pay dividends to Caravelle.

Notwithstanding that sufficient profits may be available for distribution, there are other conditions which may limit the Singapore Subsidiaries’ ability to pay dividends. The Singapore Subsidiaries’ board of directors may, without the approval of their shareholder, Caravelle, under Singapore law, declare interim dividends during a fiscal year and any final dividends declared by a Singapore Subsidiary’s board of directors after the close of a fiscal year must be approved by the shareholder, Caravelle, at a general meeting. As such, any determination to pay dividends will be at the discretion of the Singapore Subsidiary’s board of directors, which may exercise its discretion to retain such Singapore Subsidiary’s future earnings for use in the development of such Singapore Subsidiary’s business, in reducing such Singapore Subsidiary’s indebtedness and for general corporate purposes.

Caravelle may require additional capital to implement its business strategy, including to develop its business in Carbon-neutral shipping and to expand its traditional international shipping business, and it may need to raise additional funds in the future.

Caravelle’s future funding requirements will depend on many factors, including continuing to develop the carbon-neutral shipping business and expanding its existing traditional international maritime shipping business. In order to fund Caravelle’s capital expenditures, it may be required to incur borrowings or raise capital through the sale of debt or equity securities. Caravelle’s ability to borrow money and access the capital markets through future offerings may be limited by a number of factors, including:

•        Caravelle’s financial performance;

•        Caravelle’s credit ratings;

•        the liquidity of the overall capital markets;

•        general economic conditions and other contingencies and uncertainties; and

•        the state of the international maritime shipping industry.

There is no assurance that Caravelle will be able to obtain additional funds on acceptable terms, or at all. In the event that Caravelle fails to obtain the funds for necessary future capital expenditures, Caravelle may not be able to implement its business strategies to develop its carbon-neutral shipping business and to expand its existing traditional shipping, and Caravelle’s business, financial condition, cash flows and results of operations could be adversely impacted.

Caravelle’s business depends upon certain employees who may not necessarily continue to work for us.

Caravelle’s future success depends to a significant extent upon Dr. Guohua Zhang, its founder and chief executive officer, Mr. Dong Zhang, its chief shipping officer, and certain members of its senior management. Dr. Zhang and Mr. Zhang have substantial experience in the international maritime shipping industry. Dr. Zhang, Mr. Zhang and other senior management of Caravelle are crucial to the execution of Caravelle’s business strategies and to the growth and development of its business. If these certain individuals were no longer to be affiliated with Caravelle, or if Caravelle was to otherwise cease to receive advisory services from them, Caravelle may be unable to recruit other employees with equivalent talent and experience, and its business and financial condition may suffer as a result.

Caravelle might not obtain and maintain sufficient insurance coverage, which could expose Caravelle to significant costs and business disruption.

To the extent Caravelle operates its business, Caravelle may only obtain and maintain a charterers’ liability insurance coverage and a freight, demurrage, and defense insurance coverage for its business operations. A successful liability claim against Caravelle due to injuries suffered by the users of its products or services could materially and adversely affect Caravelle’s business, prospects, financial condition, results of operations and reputation. In addition, Caravelle does not have any business disruption insurance. Any business disruption event could result in substantial cost and diversion of resources.

Caravelle may be subject to litigations that, if not resolved in its favor, could have a material adverse effect on its business, financial condition, cash flows and results of operations.

Although there is no pending litigation against Caravelle as of the date of this proxy statement/prospectus, there is no assurance that Caravelle will not be subject to any litigation, including, among other things, contract disputes, personal injury claims, employment matters, governmental claims for taxes or duties, and other litigation that arises in the ordinary course of its business. In the event that any litigation arises in the future, unfavorable outcomes of such litigation or the costs and time to resolve them could have a material adverse effect on Caravelle’s business, financial condition, cash flows and results of operations.

The requirements of being a public company have increased certain of Caravelle’s costs and require significant management focus.

After this listing, Caravelle will incur increased legal, accounting, and other expenses associated with compliance-related and other activities as a public company. For example, costs to obtain director and officer liability insurance contribute to the increased costs. As a result of the associated liability, it may be more difficult for Caravelle to attract and retain qualified persons to serve on the board of directors or as executive officers. Advocacy efforts by stockholders and third parties may also prompt even more changes in governance and reporting requirements, which could further increase the compliance costs.

Because Caravelle generates most of the revenues in United States dollars but incurs a portion of the expenses in other currencies, exchange rate fluctuations could hurt the results of operations.

Caravelle generates most of its revenues in United States dollars, but may incur some of the vessels’ expenses in currencies other than United States dollars, mainly Euros. This difference could lead to fluctuations in net income due to changes in the value of the United States dollar relative to the other currencies, in particular the Euro. Expenses incurred in foreign currencies against which the United States dollar falls in value could increase, thereby decreasing its net income. Caravelle has not hedged its currency exposure.

Security breaches and disruptions to Caravelle’s information technology infrastructure (cyber-security) could interfere with its operations and expose it to liability, which could have a material adverse effect on its business, financial condition, cash flows and results of operations.

In the ordinary course of business, Caravelle relies heavily on information technology networks and systems to process, transmit, and store information electronically, and to manage or support a variety of business processes and activities. Additionally, Caravelle collects and stores certain data, including proprietary business information and customer and employee data, and may have access to other confidential information in the ordinary course of its business. Despite Caravelle’s cybersecurity measures (including monitoring of networks and systems, and maintenance of backup and protective systems) which are continuously reviewed and upgraded, its information technology networks and infrastructure may still be vulnerable to damage, disruptions, or shutdowns due to attacks by hackers or breaches, employee error or malfeasance, data leakage, power outages, computer viruses and malware, telecommunication or utility failures, systems failures, natural disasters, or other catastrophic events. Any such events could result in legal claims or proceedings, liability or penalties under privacy or other laws, disruption in operations, and damage to its reputation, which could have a material adverse effect on its business, financial condition, cash flows and results of operations.

Global inflationary pressures could negatively impact Caravelle’s results of operations and cash flows.

Worldwide economies have experienced inflationary pressures. Indicatively, the U.S. consumer price index rose 7% in December 2021 compared to the prior year and further rose to 7.9% in February 2022. Global inflationary pressures have increased in Q2 2022 due to trading pattern disruptions attributable to the armed conflict in Ukraine. Supply chain and transportation problems, as well as added volatility and rising energy, food and commodity prices, are accelerating global price growth. In the event that inflation becomes a significant factor in the global economy generally and in the shipping industry more specifically, inflationary pressures would result in increased operating, voyage and administrative costs which could in turn negatively impact Caravelle’s operating results, and in particular, Caravelle’s cash flows. Although historically the ocean shipping industry has been able to largely offset the inflationary pressure by passing the costs of inflation onto its customers, the industry as a whole and Caravelle in particular may not be able to offset such costs sufficiently, in which case Caravelle’s cash flows and results would be negatively impacted.

Specifically, Caravelle faces two types of possible inflationary pressures: a general pressure from inflation-related economic slowdown and a specific pressure from inflation of the prices of fuel. First, inflation could slow down the global economy and thus disrupt global trade and ocean shipping, and thus negatively impact Caravelle’s ocean shipping business line. In particular, since different countries face different rates of inflation, the country facing relatively higher inflation rates, such as the United States, would likely reduce its imports which may not be completely offset by the increase in its exports, thus resulting in a net reduction of global trade. Second, since the 2022 inflation episode was triggered by the conflict in Ukraine and the resulting increase in fossil fuel prices, it particularly impacts the ocean shipping industry which relies on fossil fuel to power its ships. Thus, the entire industry, including Caravelle, would face increased cost of operation even more significant than the global economy as a whole, in the form of increased fuel prices. Although historically the ocean shipping industry has been able to largely offset the inflationary pressure by passing the costs of inflation onto its customers, the industry as a whole and Caravelle in particular may not be able to offset such costs sufficiently, in which case Caravelle’s cash flows and results would be negatively impacted.

Failure to comply with the U.S. sanction laws could result in fines, criminal penalties, and an adverse effect on Caravelle’s business.

Although Caravelle has not been and is not engaged in transactions with persons or entities subject to sanctions imposed by the U.S. government, Caravelle is subject to the risk that it may enter into transactions with affiliates or subsidiaries with companies subject to sanctions because Caravelle purchases equipment and technical services from Chinese companies in the shipping industry on a regular basis, and many Chinese shipbuilding and research companies are state-owned enterprises that may be subject to the Chinese Military-Industrial Complex Companies List or other similar sanctions, especially giving consideration to the constant updates and evolvement of such sanction laws. Any such violation could result in substantial fines, sanctions, civil and/or criminal penalties, or curtailment of operations in certain jurisdictions, and might adversely affect Caravelle’s business, results of operations or financial condition. In addition, actual or alleged violations could damage Caravelle’s reputation and ability to do business. Furthermore, detecting, investigating, and resolving actual or alleged violations is expensive and can consume significant time and attention of Caravelle’s senior management.

Caravelle is leveraged, which could limit its ability to execute its business strategy and Caravelle may be unable to comply with its covenants in its credit facilities that impose operating and financial restrictions on it, which could result in a default under the terms of these agreements.

As of October 31, 2021, Caravelle had $4,269,387 of outstanding indebtedness under its credit facilities and other borrowings.

Caravelle’s credit facilities impose operating and financial restrictions on Caravelle that limit its ability, or the ability of its subsidiaries party thereto, among other things, to:

•        effect a change of ownership or control of the relevant borrower group under each facility; and

•        during an accounting period, pay dividends.

Therefore, Caravelle may need to seek permission from its lenders in order to engage in some corporate actions. Caravelle’s lenders’ interests may be different from Caravelle’s and it may not be able to obtain its lenders’ permission when needed. This may limit Caravelle’s ability to pay dividends on the ordinary shares if the board determines to do so in the future, pay interest on its indebtedness, finance its future operations or capital requirements, make acquisitions or pursue business opportunities.

In addition, Caravelle’s credit facilities require it and its guarantor to satisfy certain conditions and covenants. Should the net worth of the guarantor materially decline in the future or for other reasons, Caravelle may seek to obtain waivers or amendments from its lenders with respect to such requirements, or the guarantor may be required to take action to reduce its debt or to act in a manner contrary to its business objectives to meet any such requirements.

Events beyond Caravelle’s control, including changes in the economic and business conditions in the shipping markets in which it operates, may affect its ability to satisfy these requirements. Caravelle cannot assure you that it will meet these ratios or satisfy these covenants or that its lenders will waive any failure to do so or amend these requirements. A breach of any of the covenants in, or Caravelle’s inability to maintain the compliance with the requirements, its credit facilities would prevent it from borrowing additional money under its credit facilities and could result in a default under its credit facilities. If a default occurs under its credit facilities, the lenders could elect to declare the outstanding debt, together with accrued interest and other fees, to be immediately due and payable and foreclose on the collateral securing that debt. Additionally, if not repaid the interest rate on the outstanding debt can be increased. Moreover, in connection with any waivers or amendments to Caravelle’s credit facilities that it may obtain, its lenders may impose additional operating and financial restrictions on it or modify the terms of its existing credit facilities including an increase in the interest rate. These restrictions may further restrict its ability to, among other things, pay dividends, repurchase its ordinary shares, make capital expenditures, or incur additional indebtedness.

In the ordinary course of business, Caravelle relies heavily on information technology networks and systems to process, transmit, and store information electronically, and to manage or support a variety of business processes and activities. Additionally, Caravelle collects and stores certain data, including proprietary business information and customer and employee data, and may have access to other confidential information in the ordinary course of its business. Despite Caravelle’s cybersecurity measures (including monitoring of networks and systems, and maintenance of backup and protective systems) which are continuously reviewed and upgraded, its information technology networks and infrastructure may still be vulnerable to damage, disruptions, or shutdowns due to attacks by hackers or breaches, employee error or malfeasance, data leakage, power outages, computer viruses and malware, telecommunication or utility failures, systems failures, natural disasters, or other catastrophic events. Any such events could result in legal claims or proceedings, liability or penalties under privacy or other laws, disruption in operations, and damage to its reputation, which could have a material adverse effect on its business, financial condition, cash flows, and results of operations.

Risks Related to PubCo

Currently, there is no public market for the PubCo Ordinary Shares. Pacifico stockholders cannot be sure that an active trading market will develop for or of the market price of the PubCo Ordinary Shares they will receive or that PubCo will successfully obtain authorization for listing on the Nasdaq.

As part of the Business Combination, each ordinary share of Caravelle will be converted into the right to receive one PubCo Ordinary Share. PubCo is a newly formed entity and prior to this transaction it has not issued any securities in the U.S. markets or elsewhere nor has there been extensive information about it, its businesses, or

its operations publicly available. Caravelle and PubCo have agreed to cause the PubCo Ordinary Shares to be issued in the Business Combination to be approved for listing on the Nasdaq prior to the effective time of the Business Combination. However, the listing of shares on the Nasdaq does not ensure that a market for the PubCo Ordinary Shares will develop or the price at which the shares will trade. No assurance can be provided as to the demand for or trading price of the PubCo Ordinary Shares following the Closing and the PubCo Ordinary Shares may trade at a price less than the current market price of the Pacifico Common Stock.

Even if PubCo is successful in developing a public market, there may not be enough liquidity in such market to enable shareholders to sell their ordinary shares. If a public market for the PubCo Ordinary Shares does not develop, investors may not be able to re-sell their ordinary shares, rendering their shares illiquid and possibly resulting in a complete loss of their investment. PubCo cannot predict the extent to which investor interest in PubCo will lead to the development of an active, liquid trading market. The trading price of and demand for the PubCo Ordinary Shares following completion of the Business Combination and the development and continued existence of a market and favorable price for the PubCo Ordinary Shares will depend on a number of conditions, including the development of a market following, including by analysts and other investment professionals, the businesses, operations, results and prospects of PubCo, general market and economic conditions, governmental actions, regulatory considerations, legal proceedings and developments or other factors. These and other factors may impair the development of a liquid market and the ability of investors to sell shares at an attractive price. These factors also could cause the market price and demand for the PubCo Ordinary Shares to fluctuate substantially, which may limit or prevent investors from readily selling their shares and may otherwise affect negatively the price and liquidity of the PubCo Ordinary Shares. Many of these factors and conditions are beyond the control of PubCo or PubCo shareholders.

PubCo’s share price may be volatile and could decline substantially.

The market price of the PubCo Ordinary Shares may be volatile, both because of actual and perceived changes in the company’s financial results and prospects, and because of general volatility in the stock market. The factors that could cause fluctuations in PubCo’s share price may include, among other factors discussed in this section, the following:

•        actual or anticipated variations in the financial results and prospects of the company or other companies in the digital asset-related industry;

•        changes in economic and financial market conditions;

•        changes in the market valuations of other companies in the digital asset-related industry;

•        announcements by PubCo or its competitors of new services, expansions, investments, acquisitions, strategic partnerships or joint ventures;

•        mergers or other business combinations involving PubCo;

•        additions and departures of key personnel and senior management;

•        changes in accounting principles;

•        the passage of legislation or other developments affecting PubCo or its industry;

•        the trading volume of the PubCo Ordinary Shares in the public market;

•        the release of lockup, escrow or other transfer restrictions on PubCo’s outstanding equity securities or sales of additional equity securities;

•        potential litigation or regulatory investigations;

•        changes in financial estimates by research analysts;

•        natural disasters, terrorist acts, acts of war or periods of civil unrest; and

•        the realization of some or all of the risks described in this section.

In addition, the stock markets have experienced significant price and trading volume fluctuations from time to time, and the market prices of the equity securities of retailers have been extremely volatile and are sometimes subject to sharp price and trading volume changes. These broad market fluctuations may materially and adversely affect the market price of the PubCo Ordinary Shares.

The sale or availability for sale of substantial amounts of PubCo Ordinary Shares could adversely affect their market price.

Sales of substantial amounts of the PubCo Ordinary Shares in the public market after the completion of the Business Combination, or the perception that these sales could occur, could adversely affect the market price of PubCo Ordinary Shares and could materially impair PubCo’s ability to raise capital through equity offerings in the future. The PubCo Ordinary Shares listed after the Business Combination will be freely tradable without restriction or further registration under the Securities Act. In connection with the Business Combination, Caravelle’s shareholders will exchange the ordinary shares of Caravelle held by them for PubCo Ordinary Shares upon the consummation of the Business Combination and its significant shareholders have agreed, subject to certain exceptions, not to sell any PubCo Ordinary Shares for six months after the Closing without the prior written consent of PubCo. There will be [•] outstanding and issued PubCo Ordinary Shares immediately after the Business Combination. Market sales of securities held by PubCo’s significant shareholders or any other holders or the availability of these securities for future sale will have a material impact on the market price of PubCo Ordinary Shares.

PubCo will issue ordinary shares as consideration for the Business Combination, and PubCo may issue additional ordinary shares or other equity or convertible debt securities without approval of the holders of PubCo ordinary shares which would dilute existing ownership interests and may depress the market price of PubCo ordinary shares.

PubCo may issue additional ordinary shares or other equity or convertible debt securities of equal or senior rank in the future without approval of the holders of the PubCo Ordinary Shares in certain circumstances.

PubCo’s issuance of additional ordinary shares or other equity or convertible debt securities of equal or senior rank would have the following effects: (1) PubCo’s existing shareholders’ proportionate ownership interest may decrease; (2) the amount of cash available per share, including for payment of dividends in the future, may decrease; (3) the relative voting power of each previously outstanding PubCo Ordinary Share may be diminished; and (4) the market price of PubCo Ordinary Shares may decline.

Volatility in PubCo’s share price could subject PubCo to securities class action litigation.

The market price of PubCo Ordinary Shares may be volatile and, in the past, companies that have experienced volatility in the market price of their shares have been subject to securities class action litigation. PubCo may be the target of this type of litigation and investigations. Securities litigation against PubCo could result in substantial costs and divert management’s attention from other business concerns, which could seriously harm PubCo/Caravelle’s business.

The requirements of being a public company may strain PubCo’s resources, divert PubCo management’s attention and affect PubCo’s ability to attract and retain qualified board members.

Upon the consummation of the Business Combination, PubCo will be subject to the reporting requirements of the Securities Exchange Act of 1934, the Sarbanes-Oxley Act, the Dodd-Frank Act, Nasdaq listing requirements and other applicable securities rules and regulations. As such, PubCo will incur relevant legal, accounting and other expenses, and these expenses may increase even more if PubCo no longer qualifies as an “emerging growth company,” as defined in Section 2(a) of the Securities Act. The Exchange Act requires, among other things, that PubCo files annual and current reports with respect to PubCo’s business and operating results. The Sarbanes-Oxley Act requires, among other things, that PubCo maintain effective disclosure controls and procedures and internal control over financial reporting. PubCo may need to hire more employees or engage outside consultants to comply with these requirements, which will increase PubCo’s costs and expenses.

Changing laws, regulations and standards relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and financial compliance costs and making some activities more time-consuming. These laws, regulations and standards are subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. Caravelle expected these laws and regulations to increase PubCo’s legal and financial compliance costs and to render some activities more time-consuming and costly, although Caravelle is currently unable to estimate these costs with any degree of certainty.

Many members of PubCo’s management team have limited experience managing a publicly traded company, interacting with public company investors and complying with the increasingly complex laws pertaining to public companies. PubCo’s management team may not successfully or efficiently manage the transition to being a public company subject to significant regulatory oversight and reporting obligations under the federal securities laws and regulations and the continuous scrutiny of securities analysts and investors. The need to establish the corporate infrastructure demanded of a public company may divert the management’s attention from implementing PubCo’s growth strategy, which could prevent the improvement of PubCo’s business, financial condition and results of operations. Furthermore, Caravelle expects these rules and regulations to make it more difficult and more expensive to obtain director and officer liability insurance for PubCo, and consequently PubCo may be required to incur substantial costs to maintain the same or similar coverage. These additional obligations could have a material adverse effect on PubCo’s business, financial condition, results of operations and prospects. These factors could also make it more difficult to attract and retain qualified members of PubCo Board, particularly to serve on PubCo’s audit committee, compensation committee and nominating committee, and qualified executive officers.

As a result of disclosure of information in this proxy statement/prospectus and in filings required of a public company, PubCo’s business and financial condition will become more visible, which Caravelle believes may result in threatened or actual litigation, including by competitors and other third parties. If such claims are successful, PubCo’s business and operating results could be adversely affected, and, even if the claims do not result in litigation or are resolved in PubCo’s favor, these claims, and the time and resources necessary to resolve them, could cause an adverse effect on PubCo’s business, financial condition, results of operations, prospects and reputation.

Recent market volatility could impact the share price and trading volume of the PubCo’s securities.

The trading market for PubCo’s securities could be impacted by recent market volatility. Recent stock run-ups, divergences in valuation ratios relative to those seen during traditional markets, high short interest or short squeezes, and strong and atypical retail investor interest in the markets may impact the demand for PubCo ordinary shares.

A possible “short squeeze” due to a sudden increase in demand of PubCo ordinary shares that largely exceeds supply may lead to price volatility in PubCo ordinary shares. Investors may purchase PubCo ordinary shares to hedge existing exposure or to speculate on the price of the PubCo ordinary shares. Speculation on the price of PubCo ordinary shares may involve both long and short exposures. To the extent aggregate short exposure exceeds the number of PubCo ordinary shares available for purchase (for example, in the event that large redemption requests dramatically affect liquidity), investors with short exposure may have to pay a premium to repurchase PubCo ordinary shares for delivery to lenders. Those repurchases may in turn, dramatically increase the price of the PubCo ordinary shares. This is often referred to as a “short squeeze.” A short squeeze could lead to volatile price movements in the PubCo ordinary shares that are not directly correlated to the operating performance of PubCo.

It is not expected that PubCo will pay dividends in the foreseeable future after the proposed Business Combination.

It is expected that PubCo will retain most, if not all, of PubCo’s available funds and any future earnings to fund the development and growth of PubCo’s business. As a result, it is not expected that PubCo will pay any cash dividends in the foreseeable future.

PubCo Board will have complete discretion as to whether to distribute dividends. Even if the board of directors decides to declare and pay dividends, the timing, amount and form of future dividends, if any, will depend on the future results of operations and cash flow, capital requirements and surplus, the amount of distributions, if any, received from PubCo’s subsidiaries, PubCo’s financial condition, contractual restrictions and other factors deemed relevant by the board of directors. There is no guarantee that PubCo’s shares will appreciate in value or that the trading price of the shares will not decline.

If securities and industry analysts do not publish research or publish inaccurate or unfavorable research or cease publishing research about PubCo, the price and trading volume of PubCo’s securities could decline significantly.

The trading market for PubCo Ordinary Shares will depend in part on the research and reports that securities or industry analysts publish about PubCo or its business. Securities and industry analysts do not currently, and may never, publish research on PubCo. If no securities or industry analysts commence coverage of PubCo, the

trading price for its ordinary shares would likely be negatively impacted. In the event securities or industry analysts initiate coverage, if one or more of the analysts who cover PubCo downgrade its securities or publish inaccurate or unfavorable research about its business, its stock price would likely decline. If one or more of these analysts cease coverage of PubCo or fail to publish reports on PubCo, demand for its ordinary shares could decrease, which might cause its ordinary share price and trading volume to decline.

PubCo will be a foreign private issuer within the meaning of the rules under the Exchange Act, and as such it is exempt from certain provisions applicable to domestic public companies in the United States.

Caravelle expects PubCo to qualify as a foreign private issuer under the Exchange Act upon the consummation of the Business Combination. As a foreign private issuer, PubCo will be exempt from certain provisions of the securities rules and regulations in the United States that are applicable to U.S. domestic issuers, including: (1) the rules under the Exchange Act requiring the filing of quarterly reports on Form 10-Q or current reports on Form 8-K with the SEC; (2) the sections of the Exchange Act regulating the solicitation of proxies, consents, or authorizations in respect of a security registered under the Exchange Act; (3) the sections of the Exchange Act requiring insiders to file public reports of their share ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and (4) the selective disclosure rules by issuers of material nonpublic information under Regulation FD.

PubCo will be required to file an annual report on Form 20-F within four months of the end of each fiscal year. In addition, PubCo will publish PubCo’s results on a quarterly basis through press releases, distributed pursuant to the rules and regulations of Nasdaq. Press releases relating to financial results and material events will also be furnished to the SEC on Form 6-K. However, the information PubCo is required to file with or furnish to the SEC will be less extensive and less timely compared to that required to be filed with the SEC by U.S. domestic issuers. Accordingly, you may receive less or different information about PubCo than you would receive about a U.S. domestic public company.

PubCo could lose its status as a foreign private issuer under current SEC rules and regulations if more than 50% of PubCo’s outstanding voting securities become directly or indirectly held of record by U.S. holders and any one of the following is true: (1) the majority of PubCo’s directors or executive officers are U.S. citizens or residents; (2) more than 50% of PubCo’s assets are located in the United States; or (3) PubCo’s business is administered principally in the United States. If PubCo loses its status as a foreign private issuer in the future, it will no longer be exempt from the rules described above and, among other things, will be required to file periodic reports and annual and quarterly financial statements as if it were a company incorporated in the United States. If this were to happen, PubCo would likely incur substantial costs in fulfilling these additional regulatory requirements and members of PubCo’s management would likely have to divert time and resources from other responsibilities to ensuring these additional regulatory requirements are fulfilled.

As an exempted company incorporated in the Cayman Islands, PubCo is permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from Nasdaq corporate governance listing standards; these practices may afford less protection to shareholders than they would enjoy if PubCo complied fully with Nasdaq corporate governance listing standards.

PubCo is a company incorporated in the Cayman Islands. Nasdaq market rules permit a foreign private issuer like PubCo to follow the corporate governance practices of PubCo’s home country. Certain corporate governance practices in the Cayman Islands, which is PubCo’s home country, may differ significantly from Nasdaq corporate governance listing standards applicable to domestic U.S. companies.

Among other things, PubCo is not required to have: (1) a majority-independent board of directors; (2) a compensation committee consisting of independent directors; (3) a nominating committee consisting of independent directors; or (4) regularly scheduled executive sessions with only independent directors each year.

If PubCo relies on any of these exemptions, you may not be provided with the benefits of certain corporate governance requirements of The Nasdaq Capital Market. PubCo may also follow the home country practice for certain other corporate governance practices after the closing of the Business Combination which may differ from the requirements of The Nasdaq Capital Market. If PubCo chooses to follow the home country practice, PubCo’s shareholders may be afforded fewer protection than they would otherwise enjoy under the Nasdaq Stock Market Rules applicable to U.S. domestic issuers.

You may face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts may be limited, because PubCo is an exempted company incorporated under the laws of the Cayman Islands, PubCo conducts substantially all of its operations and a majority of its directors and executive officers (or candidates) reside outside of the United States.

PubCo is an exempted company incorporated under the law of the Cayman Islands, PubCo conducts substantially all of its operations and a majority of its directors and executive officers (or candidates) reside outside the United States. While its director Edward Wang is a U.S. resident, its CEO candidate and director Dr. Guohua Zhang resides in Gabon, its CSO candidate and director Mr. Dong Zhang resides in Singapore, its director candidate Xiangjin Cao resides in Switzerland, its director candidate Alon Rozen resides in France and its CFO candidate Xiaohui Wang and COO candidate Lisha Ao reside in China. PubCo’s corporate affairs are governed by PubCo’s amended and restated memorandum and articles of association, the Cayman Islands Companies Act (As Revised) and the common law of the Cayman Islands. The rights of shareholders to take action against the directors, actions by noncontrolling shareholders and the fiduciary responsibilities of PubCo’s directors to PubCo under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from English common law, which has persuasive, but not binding, authority on a court in the Cayman Islands. The rights of PubCo’s shareholders and the fiduciary responsibilities of PubCo’s directors under Cayman Islands law are not as clearly established as they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands has a less developed body of securities laws than the United States and provides significantly less protection to investors. In addition, some U.S. states, such as Delaware, have more fully developed and judicially interpreted bodies of corporate law than the Cayman Islands.

Although there is no statutory enforcement in the Cayman Islands of judgments obtained in the United States (and the Cayman Islands are not a party to any treaties for the reciprocal enforcement or recognition of such judgments), a judgment obtained in the United States will be recognized and enforced in the courts of the Cayman Islands at common law, without any re-examination of the merits of the underlying dispute, by an action commenced on the foreign judgment debt in the Grand Court of the Cayman Islands, provided such judgment (a) is given by a foreign court of competent jurisdiction; (b) imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given; (c) is final; (d) is not in respect of taxes, a fine or a penalty; and (e) was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands. It may be difficult or impossible for you to bring an action against PubCo or against these individuals in the Cayman Islands in the event that you believe that your rights have been infringed under the applicable securities laws or otherwise. Even if you are successful in bringing an action of this kind, the laws of the Cayman Islands may render you unable to enforce a judgment against PubCo’s assets or the assets of PubCo’s directors and officers.

Shareholders of Cayman Islands exempted companies such as PubCo have no general rights under Cayman Islands law to inspect corporate records and accounts or to obtain copies of lists of shareholders of these companies. PubCo’s directors have discretion under PubCo’s amended and restated articles of association to determine whether or not, and under what conditions, PubCo’s corporate records may be inspected by PubCo’s shareholders, but are not obliged to make them available to PubCo’s shareholders. This may make it more difficult for you to obtain the information needed to establish any facts necessary for a shareholder motion or to solicit proxies from other shareholders in connection with a proxy contest.

As a result of all of the above, PubCo’s public shareholders may have more difficulty in protecting their interests in the face of actions taken by management, members of the board of directors or controlling shareholders than they would as public shareholders of a U.S. company. Therefore, you may not be able to effectively enjoy the protection offered by the U.S. laws and regulations that intend to protect public investors.

Cayman Islands companies may not have standing to initiate a derivative action in a federal court of the United States. As a result, your ability to protect your interests if you are harmed in a manner that would otherwise enable you to sue in a United States federal court may be limited to direct shareholder lawsuits.

PubCo will be an “emerging growth company,” as defined under the federal securities laws, and PubCo cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make the PubCo’s securities less attractive to investors.

PubCo will be an “emerging growth company” as defined in the JOBS Act, and it will remain an “emerging growth company” until the earliest to occur of (1) the last day of the fiscal year (a) following the fifth anniversary of the Closing, (b) in which PubCo has total annual gross revenue of at least $1.07 billion or (c) in which PubCo is deemed to be a large accelerated filer, which means the market value of PubCo’s Shares held by non-affiliates exceeds $700 million as of the last business day of the prior second fiscal quarter, and (2) the date on which PubCo issued more than $1.0 billion in non-convertible debt during the prior three-year period. It is expected that PubCo will take advantage of exemptions from various reporting requirements that are applicable to most other public companies, whether or not they are classified as “emerging growth companies,” including, but not limited to, an exemption from the provisions of Section 404(b) of the Sarbanes-Oxley Act requiring that PubCo’s independent registered public accounting firm provide an attestation report on the effectiveness of PubCo’s internal control over financial reporting and reduced disclosure obligations regarding executive compensation.

In addition, Section 102(b)(1) of the JOBS Act exempts “emerging growth companies” from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. If PubCo elects not to opt out of such extended transition period, which means that when a standard is issued or revised and PubCo has different application dates for public or private companies, PubCo, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of PubCo’s financial statements with certain other public companies difficult or impossible because of the potential differences in accounting standards used.

Furthermore, even after PubCo no longer qualifies as an “emerging growth company,” as long as PubCo continues to qualify as a foreign private issuer under the Exchange Act, PubCo will be exempt from certain provisions of the Exchange Act that are applicable to U.S. domestic public companies, including, but not limited to, the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act; the sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q containing unaudited financial and other specified information, or current reports on Form 8-K, upon the occurrence of specified significant events. In addition, PubCo will not be required to file annual reports and financial statements with the SEC as promptly as U.S. domestic companies whose securities are registered under the Exchange Act, and are not required to comply with Regulation FD, which restricts the selective disclosure of material information.

As a result, PubCo’s shareholders may not have access to certain information they deem important. PubCo cannot predict if investors will find PubCo Ordinary Shares less attractive because Caravelle rely on these exemptions. If some investors find PubCo Ordinary Shares less attractive as a result, there may be a less active trading market and share price for PubCo Ordinary Shares may be more volatile.

PubCo will be a “controlled company,” within the meaning of the Nasdaq Stock Market Rules and, as a result, may rely on exemptions from certain corporate governance requirements that provide protection to shareholders of other companies.

PubCo will be a “controlled company” as defined under the Nasdaq Stock Market Rules because Dr. Guohua Zhang will control more than 50% of PubCo’s voting rights. For so long as PubCo remains a controlled company under that definition, PubCo will be permitted to elect to rely, and will rely, on certain exemptions from corporate governance rules, including:

•        an exemption from the rule that a majority of our board of directors must be independent directors;

•        an exemption from the rule that the compensation of our chief executive officer must be determined or recommended solely by independent directors; and

If these rules apply to the Merger, PubCo and certain of PubCo’s shareholders may be subject to adverse tax consequences including, but not limited to, restrictions on the use of tax attributes with respect to “inversion gain” recognized over a 10-year period following the transaction, disqualification of dividends paid from preferential “qualified dividend income” rates and the requirement that any U.S. corporation owned by PubCo include as “base erosion payments” that may be subject to a minimum U.S. federal income tax any amounts treated as reductions in gross income paid to certain related foreign persons. Furthermore, certain “disqualified individuals” (including officers and directors of a U.S. corporation) may be subject to an excise tax on certain stock-based compensation held thereby at a rate of 20%.

PubCo is not currently intended to be subject to these rules under Section 7874 of the Code after the Merger. The above determination, however, is subject to detailed regulations (the application of which is uncertain in various respects and could be impacted by future changes in such U.S. Treasury regulations, with possible retroactive effect) and is subject to certain factual uncertainties. Accordingly, there can be no assurance that the IRS will not challenge whether PubCo is subject to the above rules or that such a challenge would not be sustained by a court.

Risks Related to Pacifico and the Business Combination

Pacifico will be forced to liquidate the Trust Account if it cannot consummate the Business Combination or an initial business combination by September 16, 2022 (or up to March 16, 2023, if the time period is extended as previously described herein). In the event of a liquidation, Pacifico’s public stockholders are expected to receive $10.10 per share.

If Pacifico is unable to consummate the Business Combination or an initial business combination by September 16, 2022 (or up to March 16, 2023, if the time period is extended as previously described herein) and is forced to liquidate, the per share liquidation distribution is expected to be $10.10.

There is no guarantee that a stockholder’s decision whether to redeem its Public Shares for a pro rata portion of the Trust Account will put such stockholder in a better future economic position.

Pacifico can give no assurance as to the price at which a stockholder may be able to sell its Public Shares in the future following the consummation of the Business Combination or any alternative business combination. Certain events following the consummation of any initial business combination, including the Business Combination, may cause an increase in the stock price of the Combined Company and may result in a lower value realized upon redemption than a stockholder of Pacifico might realize in the future had the stockholder not redeemed its Public Shares. Similarly, if a stockholder does not redeem its Public Shares, the stockholder will bear the risk of ownership of the PubCo Ordinary Shares after the consummation of the Business Combination, and there can be no assurance that a stockholder can sell its PubCo Ordinary Shares in the future for a greater amount than the redemption price paid in connection with the redemption of the Public Shares in connection with the consummation of the Business Combination. A stockholder should consult the stockholder’s own tax and/or financial advisor for assistance on how this may affect his, her or its individual situation.

You must tender your shares of Pacifico Common Stock in order to validly seek redemption at the Special Meeting.

In connection with tendering your shares for redemption, you must elect either to physically tender your share certificates to AST or to deliver your shares of Pacifico Common Stock to AST electronically using the DTC’s DWAC (Deposit/Withdrawal At Custodian) System, in each case, at least two business days before the Special Meeting. The requirement for physical or electronic delivery ensures that a redeeming holder’s election to redeem is irrevocable once a Business Combination is consummated. Any failure to observe these procedures will result in your loss of redemption rights in connection with the Business Combination.

If third parties bring claims against Pacifico, the proceeds held in the Trust Account could be reduced and the per share liquidation price received by the Pacifico’s stockholders may be less than $10.10.

Pacifico’s deposit of funds in the Trust Account may not protect those funds from third-party claims against Pacifico. Although Pacifico has received from many of the vendors and service providers (other than its independent registered public accounting firm) with which it does business and prospective target business executed agreements waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit of the Pacifico’s public stockholders, they may still seek recourse against the Trust Account. Additionally, a court may

not uphold the validity of such agreements. Accordingly, the proceeds held in the Trust Account could be subject to claims which could take priority over those of the Pacifico’s public stockholders. If Pacifico liquidates the Trust Account before the consummation of a Business Combination and distributes the proceeds held therein to its public stockholders, the Sponsor has contractually agreed that it will be liable to ensure that the proceeds in the Trust Account are not reduced by the claims of target business or claims of vendors or other entities that are owed money by Pacifico for services rendered or contracted for or products sold to us, but only if such a vendor or prospective target business does not execute such a waiver. However, Pacifico cannot assure you that the Sponsor will be able to meet such obligation. Therefore, the per share distribution from the Trust Account for the Pacifico’s stockholders may be less than $10.10 due to such claims.

Additionally, if Pacifico is forced to file a bankruptcy case or an involuntary bankruptcy case is filed against it which is not dismissed, the proceeds held in the Trust Account could be subject to applicable bankruptcy law, and may be included in Pacifico’s bankruptcy estate and subject to the claims of third parties with priority over the claims of the Pacifico’s stockholders. To the extent any bankruptcy claims deplete the Trust Account, Pacifico may not be able to return $10.10 to Pacifico’s public stockholders.

Any distributions received by the Pacifico’s stockholders could be viewed as an unlawful payment if it was proved that immediately following the date on which the distribution was made, Pacifico was unable to pay its debts as they became due in the ordinary course of business.

Pacifico’s current amended and restated certificate of incorporation provides that Pacifico will continue in existence only until September 16, 2022 (or up to March 16, 2023 if such period is extended by the Sponsor as described herein). If Pacifico is unable to consummate the Business Combination or an initial business combination within the required time period, upon notice from Pacifico, the trustee of the Trust Account will distribute the amount in the Trust Account to the Pacifico’s public stockholders. Concurrently, Pacifico shall pay, or reserve for payment, from funds not held in the Trust Account, its liabilities and obligations, although Pacifico cannot assure you that there will be sufficient funds for such purpose. If there are insufficient funds held outside the Trust Account for such purpose, the Sponsor have contractually agreed that, if Pacifico liquidates prior to the consummation of the Business Combination or a an initial business combination, it will be liable to ensure that the proceeds in the Trust Account are not reduced by the claims of target business or claims of vendors or other entities that are owed money by Pacifico for services rendered or contracted for or products sold to it, but only if such a vendor or prospective target business does not execute a waiver in or to any monies held in the Trust Account. However, Pacifico may not properly assess all claims that may be potentially brought against us. As such, the Pacifico’s stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of the Pacifico’s stockholders may extend well beyond the third anniversary of the date of distribution. Accordingly, third parties may seek to recover from the Pacifico stockholders’ amounts owed to them by us.

If, after Pacifico distributes the proceeds in the Trust Account to the Pacifico’s public stockholders, Pacifico files a bankruptcy petition or an involuntary bankruptcy petition is filed against Pacifico that is not dismissed, any distributions received by the Pacifico’s stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover all amounts received by the Pacifico’s stockholders. In addition, the Pacifico Board may be viewed as having breached its fiduciary duty to Pacifico’s creditors and/or having acted in bad faith, thereby exposing itself and Pacifico to claims of punitive damages, by paying the Pacifico’s public stockholders from the Trust Account prior to addressing the claims of creditors.

If Pacifico’s due diligence investigation of Caravelle was inadequate, then the Pacifico’s stockholders following the consummation of the Business Combination could lose some or all of their investment.

Even though Pacifico conducted a due diligence investigation of Caravelle, it cannot be sure that this due diligence uncovered all material issues that may be present inside the company or its business, or that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of Caravelle and its business and outside of its control will not later arise.

Because the Combined Company will become a public reporting company by means other than a traditional underwritten initial public offering, the Combined Company’s shareholders may face additional risks and uncertainties.

Because the Combined Company will become a public reporting company by means of consummating the Business Combination rather than by means of a traditional underwritten initial public offering, there is no independent third-party underwriter selling the PubCo Ordinary Shares, and, accordingly, the Combined Company’s shareholders will not have the benefit of an independent review and investigation of the type normally performed by an unaffiliated, independent underwriter in a public securities offering. Due diligence reviews typically include an independent investigation of the background of the company, any advisors and their respective affiliates, review of the offering documents and independent analysis of the plan of business and any underlying financial assumptions. Because there is no independent third-party underwriter selling the PubCo Ordinary Shares, the Pacifico’s stockholders must rely on the information included in this proxy statement/prospectus. Although Pacifico performed a due diligence review and investigation of Caravelle in connection with the Business Combination, the lack of an independent due diligence review and investigation increases the risk of investment in the Combined Company because it may not have uncovered facts that would be important to a potential investor.

In addition, because the Combined Company will not become a public reporting company by means of a traditional underwritten initial public offering, security or industry analysts may not provide, or be less likely to provide, coverage of the Combined Company. Investment banks may also be less likely to agree to underwrite secondary offerings on behalf of the Combined Company than they might if the Combined Company became a public reporting company by means of a traditional underwritten initial public offering, because they may be less familiar with the Combined Company as a result of more limited coverage by analysts and the media. The failure to receive research coverage or support in the market for the PubCo Ordinary Shares could have an adverse effect on the Combined Company’s ability to develop a liquid market for the PubCo Ordinary Shares. See “— Risks Related to the PubCo Ordinary Shares — If securities or industry analysts do not publish research or reports about the Combined Company, or publish negative reports, the Combined Company’s stock price and trading volume could decline.”

The Initial Stockholders have agreed to vote in favor of the Business Combination Proposal and the other Proposals described in this proxy statement/prospectus, regardless of how Pacifico’s public stockholders vote.

Unlike many other blank check companies in which the Initial Stockholders agree to vote their shares in accordance with the majority of the votes cast by Pacifico’s public stockholders in connection with an initial business combination, the Initial Stockholders have agreed to vote any shares of Pacifico Common Stock owned by them in favor of the Business Combination Proposal and the other Proposals described in this proxy statement/prospectus. As of the date of this proxy statement/prospectus, the Initial Stockholders own [•]% of the issued and outstanding shares of Pacifico Common Stock. The Initial Stockholders have agreed to vote any shares of Pacifico Common Stock owned by them in favor of the Business Combination Proposals and, accordingly, Pacifico would need only [•], or [•]%, of the [•] Public Shares to be voted in favor of the Business Combination Proposals in order to have them approved (assuming that only a quorum was present at the meeting). As a result, it is more likely that the necessary stockholder approval will be received for the Business Combination Proposals and the other Proposals than would be the case if the Initial Stockholders agreed to vote any shares of Pacifico Common Stock owned by them in accordance with the majority of the votes cast by Pacifico’s public stockholders.

Stockholder litigation and regulatory inquiries and investigations are expensive and could harm Pacifico’s business, financial condition and results of operations and could divert management attention.

In the past, securities class action litigation and/or stockholder derivative litigation and inquiries or investigations by regulatory authorities have often followed certain significant business transactions, such as the sale of a company or announcement of any other strategic transaction, such as the Business Combination. Any stockholder litigation and/or regulatory investigations against Pacifico, whether or not resolved in Pacifico’s favor, could result in substantial costs and divert Pacifico’s management’s attention from other business concerns, which could adversely affect Pacifico’s business, financial condition and results of operations and the ultimate value the Pacifico’s stockholders receive as a result of the consummation of the Business Combination.

The Initial Stockholders who own shares of Pacifico Common Stock and Private Units will not participate in liquidation distributions and, therefore, they may have a conflict of interest in determining whether the Business Combination is appropriate.

As of the Record Date, the Initial Stockholders owned an aggregate of [•] shares of Pacifico Common Stock and [•] Private Units. They have waived their right to redeem these shares of Pacifico Common Stock, or to receive distributions with respect to these shares of Pacifico Common Stock upon the liquidation of the Trust Account, if Pacifico is unable to consummate an initial business combination within the required time period. This arrangement was part of the agreements made by the Initial Stockholders in connection with Pacifico’s IPO. No consideration was paid by any person in exchange for the Initial Stockholders’ agreement to waive such right. Based on a market price of $[•] per share of Pacifico Common Stock on [•], 2022, the value of these shares was approximately $[•] million. The shares of Pacifico Common Stock and Private Units acquired prior to or concurrently with the consummation of the IPO will be worthless if Pacifico does not consummate an initial business combination within the required time period. Consequently, Pacifico’s executive officers’ and directors’ discretion in identifying and selecting Caravelle as a suitable target business may result in a conflict of interest when determining whether the terms, conditions and timing of the Business Combination are appropriate and in the Pacifico’s public stockholders’ best interest.

The Sponsor and Pacifico’s directors and executive officers who hold Founder Shares, and/or Private Units may receive a positive return on the Founder Shares and/or Private Units even if Pacifico’s public stockholders experience a negative return on their investment after consummation of the Business Combination.

If Pacifico is able to complete a business combination within the required time period, the Sponsor and Pacifico’s directors and executive officers who hold Founder Shares and/or Private Units may receive a positive return on their investments which were acquired prior to the IPO, or concurrently with completion of the IPO, even if Pacifico’s public stockholders experience a negative return on their investment in Pacifico Common Stock after consummation of the Business Combination.

The Sponsor, Pacifico’s executive officers and directors and certain affiliates of Pacifico may have certain conflicts in connection with the Business Combination, since certain of their interests are different from, or in addition to, your interests as a stockholder of Pacifico.

The Sponsor and Pacifico’s executive officers and directors have interests in each of the Proposals that are different from, or in addition to, and which may conflict with, your interest as a stockholder of Pacifico. These interests include, among other things:

•        If the proposed Business Combination is not completed by September 16, 2022 (or up to March 16, 2023, if the time period is extended as previously described herein), Pacifico will be required to liquidate. In such event, the 1,437,500 shares of Pacifico Common Stock held by the Initial Stockholders, which were acquired prior to the IPO for an aggregate purchase price of $25,000, will be worthless. Such shares had an aggregate market value of approximately $[•] million based on the closing price of Pacifico Common Stock of $[•] on Nasdaq as of [•], 2022;

•        If the proposed Business Combination is not completed by September 16, 2022 (or March 16, 2023 if the time period is extended as previously described herein), the 281,250 Private Units purchased by the Sponsor and Chardan for a total purchase price of $2,812,500, will be worthless. Such Private Units had an aggregate market value of approximately $[•] million based on the closing price of Pacifico Units of $[•] on Nasdaq as of [•], 2022;

•        The exercise of Pacifico’s directors’ and officers’ discretion in agreeing to changes or waivers in the terms of the transaction may result in a conflict of interest when determining whether such changes or waivers are appropriate and in Pacifico’s stockholders’ best interest;

•        Pacifico’s officers and directors, the Sponsor and its affiliates will be reimbursed for any reasonable fees and out-of-pocket expenses incurred in connection with activities on Pacifico’s behalf such as identifying potential target businesses and performing due diligence on suitable business combinations (including the Business Combination). As of [•], 2022, an aggregate of $Nil had been incurred or accrued in respect of such expense reimbursement obligation;

•        In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, Pacifico’s insiders, officers and directors or their affiliates may, but are not obligated to, loan Pacifico funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion. If Pacifico completes a Business Combination, Pacifico may repay such loaned amounts out of the proceeds of the Trust Account released to us. In the event that a Business Combination does not close, Pacifico may use a portion of the working capital held outside the Trust Account to repay such loaned amounts, but no proceeds from Pacifico’s Trust Account would be used for such repayment. Up to $600,000 of such loans may be convertible into private units, at a price of $10.00 per Unit, at the option of the lender. These private units would be identical to the Private Units. As of [•], 2022, the Sponsor loaned to Pacifico an aggregate of $250,000;

•        The Sponsor will benefit from the completion of a business combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to shareholders rather than liquidate; and

•        If the proposed Business Combination is completed, there will be five members of the board of directors, Caravelle will designate four members and Pacifico has designated Edward Wang, Pacifico’s current CEO.

These interests may influence the Pacifico Board in making its recommendation that you vote in favor of the approval of the Business Combination Proposal, Redomestication Proposal and the other Proposals.

Pacifico is requiring the Pacifico’s stockholders who wish to redeem their Public Shares in connection with the Business Combination to comply with specific requirements for redemption that may make it more difficult for them to exercise their redemption rights prior to the deadline for exercising their redemption rights.

Pacifico is requiring the Pacifico’s stockholders who wish to redeem their Public Shares to either tender their certificates to AST or to deliver their shares to AST electronically using the DTC’s DWAC (Deposit/Withdrawal At Custodian) System at least two business days prior to the Special Meeting. In order to obtain a physical certificate, a stockholder’s broker and/or clearing broker, DTC and AST will need to act to facilitate this request. It is Pacifico’s understanding that stockholders should generally allot at least two weeks to obtain physical certificates from AST. However, because Pacifico does not have any control over this process or over the brokers or DTC, it may take significantly longer than two weeks to obtain a physical stock certificate. While Pacifico has been advised that it takes a short time to deliver shares through the DTC’s DWAC (Deposit/Withdrawal At Custodian) System, Pacifico cannot assure you of this fact.

Accordingly, if it takes longer than Pacifico anticipates for stockholders to deliver their Public Shares, stockholders who wish to redeem their Public Shares may be unable to meet the deadline for exercising their redemption rights and thus may be unable to redeem their Public Shares.

Redeeming Pacifico’s stockholders may be unable to sell their Public Shares when they wish in the event that the Business Combination is not consummated.

If Pacifico requires public stockholders who wish to redeem their Public Shares in connection with the consummation of a Business Combination to comply with specific requirements for redemption as described in this proxy statement/prospectus and a Business Combination is not consummated, Pacifico will promptly return such certificates to its public stockholders. Accordingly, public stockholders who attempted to redeem their Public Shares in such a circumstance will be unable to sell their Public Shares in the event that a Business Combination is not consummated until Pacifico has returned their Public Shares to them. The market price for shares of Pacifico Common Stock may decline during this time and you may not be able to sell your Public Shares when you wish, even while other stockholders that did not seek redemption may be able to sell their shares of Pacifico Common Stock.

If Pacifico’s security holders exercise their registration rights with respect to the Founder Shares, the Private Units and the underlying securities, it may have an adverse effect on the market price of Pacifico’s securities.

The Initial Stockholders are entitled to make a demand that Pacifico register the resale of the Founder Shares, the Private Units and the underlying securities at any time commencing three months prior to the date on which the Founder Shares may be released from escrow. Additionally, the Initial Stockholders are entitled to

demand that Pacifico register the resale of the shares of Pacifico Common Stock underlying any securities the Initial Stockholders may be issued in payment of working capital loans made to Pacifico at any time after Pacifico consummates the Business Combination. If the Initial Stockholders exercise their registration rights with respect to all of their securities, then there will be an additional [•] shares of Pacifico Common Stock eligible for trading in the public market. The presence of these additional shares of Pacifico Common Stock trading in the public market may have an adverse effect on the market price of Pacifico’s securities.

Pacifico will not obtain an opinion from an unaffiliated third party as to the fairness of the Business Combination to Pacifico’s stockholders.

Pacifico is not required to obtain an opinion from an unaffiliated third party that the price it is paying in the Business Combination is fair to Pacifico’s public stockholders from a financial point of view. Pacifico’s public stockholders therefore must rely solely on the judgment of the Pacifico Board.

If the Business Combination’s benefits do not meet the expectations of financial or industry analysts, the market price of Pacifico’s securities may decline.

The market price of Pacifico’s securities may decline as a result of the consummation of the Business Combination if:

•        Pacifico does not achieve the perceived benefits of the Business Combination as rapidly as, or to the extent anticipated by, financial or industry analysts; or

•        the effect of the Business Combination on the financial statements is not consistent with the expectations of financial or industry analysts.

Accordingly, investors may experience a loss as a result of decreasing market price of Pacifico Common Stock.

Pacifico has incurred and expects to incur significant costs associated with the Business Combination. Whether or not the Business Combination is consummated, the incurrence of these costs will reduce the amount of cash available to be used for other corporate purposes by the Combined Company if the Business Combination is consummated or by Pacifico if the Business Combination is not consummated.

Pacifico has incurred significant costs associated with the Business Combination. Whether or not the Business Combination is consummated, Pacifico expects to incur approximately $[•] million in expenses. These expenses will reduce the amount of cash available to be used for other corporate purposes by the Combined Company if the Business Combination is consummated or by Pacifico if the Business Combination is not consummated.

The unaudited pro forma condensed combined financial information contained in this proxy statement/prospectus may not be indicative of what the Combined Company’s actual financial condition or results of operations would have been.

The unaudited pro forma condensed combined financial information contained in this proxy statement/prospectus is presented for illustrative purposes only and is not necessarily indicative of what the Combined Company’s actual financial condition or results of operations would have been had the Business Combination been consummated on the dates indicated. The preparation of the unaudited pro forma condensed combined financial information was based upon available information and certain estimates and assumptions that Pacifico and Caravelle believe are reasonable. The unaudited pro forma condensed combined financial information reflects adjustments, which are based upon preliminary estimates. See “Unaudited Pro Forma Condensed Combined Financial Information” for more information.

Termination of the Merger Agreement could negatively impact Pacifico.

If the Business Combination is not consummated for any reason, including as a result of the Pacifico’s stockholders declining to approve the Proposals required to effect the Business Combination, the ongoing business of Pacifico may be adversely impacted and, without realizing any of the anticipated benefits of the consummation of the Business Combination, Pacifico would be subject to a number of risks, including the following:

•        Pacifico may experience negative reactions from the financial markets, including negative impacts on the stock price of Pacifico Common Stock, including to the extent that the current market price reflects a market assumption that the Business Combination will be consummated;

•        Pacifico will have incurred substantial expenses and will be required to pay certain costs relating to the Business Combination, whether or not the Business Combination is consummated; and

•        since the Merger Agreement restricts the conduct of Pacifico’s business prior to consummation of the Business Combination, Pacifico may not have been able to take certain actions during the pendency of the Business Combination that would have benefitted it as an independent company, and the opportunity to take such actions may no longer be available.

If the Merger Agreement is terminated and the Pacifico Board seeks another business combination, Pacifico’s stockholders cannot be certain that Pacifico will be able to find another target business or that such other business combination will be consummated. See “Proposal No. 1 — The Business Combination Proposal — Termination.”

The obligations associated with being a public company will involve significant expenses and will require significant resources and management attention, which may divert from Caravelle’s business operations.

As a result of the Business Combination, the Combined Company will become subject to the reporting requirements of the Exchange Act and the Sarbanes-Oxley Act. The Exchange Act requires that the Combined Company file annual, quarterly and current reports with respect to its business, financial condition and results of operations. The Sarbanes-Oxley Act requires, among other things, that the Combined Company establish and maintain effective internal control over financial reporting. As a result, the Combined Company will incur significant legal, accounting and other expenses that it did not previously incur. The Combined Company’s entire management team and many of its other employees will need to devote substantial time to compliance and may not effectively or efficiently manage its transition into a public company.

In addition, the need to establish the corporate infrastructure demanded of a public company may also divert management’s attention from implementing the Combined Company’s business strategy, which could prevent it from improving its business, financial condition, cash flows and results of operations. The Combined Company has made, and will continue to make, changes to its internal control over financial reporting, including information technology controls, and procedures for financial reporting and accounting systems to meet its reporting obligations as a public company. However, the measures the Combined Company takes may not be sufficient to satisfy its obligations as a public company. If the Combined Company does not continue to develop and implement the right processes and tools to manage its changing enterprise and maintain its culture, its ability to compete successfully and achieve its business objectives could be impaired, which could negatively impact its business, financial condition, cash flows and results of operations. In addition, the Combined Company cannot predict or estimate the amount of additional costs it may incur to comply with these requirements. The Combined Company anticipates that these costs will materially increase its general and administrative expenses.

These rules and regulations result in the Combined Company’s incurring legal and financial compliance costs and will make some activities more time-consuming and costly. For example, the Combined Company expects these rules and regulations to make it more difficult and more expensive for it to obtain director and officer liability insurance, and the Combined Company may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for the Combined Company to attract and retain qualified people to serve on the Combined Company’s board of directors, or committees thereof, or as executive officers of the Combined Company.

As a public reporting company, the Combined Company will be subject to rules and regulations established from time to time by the SEC regarding its internal control over financial reporting. If the Combined Company fails to establish and maintain effective internal control over financial reporting and disclosure controls and procedures, it may not be able to accurately report its financial results or report them in a timely manner.

Upon consummation of the Business Combination, the Combined Company will become a public reporting company subject to the rules and regulations established from time to time by the SEC and Nasdaq. These rules and regulations will require, among other things, that the Combined Company establish and periodically evaluate procedures with respect to its internal control over financial reporting. Reporting obligations as a public company are likely to place a considerable strain on the Combined Company’s financial and management systems, processes and controls, as well as on its personnel. In addition, as a public company, the Combined Company will be required to document and test its internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act so that its management can certify as to the effectiveness of its internal control over financial reporting.

In the event that a significant number of the Public Shares are redeemed, the PubCo Ordinary Shares may become less liquid following the consummation of the Business Combination.

If a significant number of the Public Shares are redeemed, Pacifico may be left with a significantly smaller number of stockholders. As a result, trading in the shares of the Combined Company may be limited and your ability to sell your PubCo Ordinary Shares in the market could be adversely affected. The Combined Company has applied to list its shares on the Nasdaq, and Nasdaq may not list the PubCo Ordinary Shares on its exchange, which could limit investors’ ability to make transactions in the PubCo Ordinary Shares and subject the Combined Company to additional trading restrictions.

The Combined Company will be required to meet the initial listing requirements to be listed on Nasdaq. However, the Combined Company may be unable to maintain the listing of its securities in the future.

If the Combined Company fails to meet the continued listing requirements and Nasdaq delists the PubCo Ordinary Shares, the Combined Company could face significant material adverse consequences, including:

•        a limited availability of market quotations for the PubCo Ordinary Shares;

•        a limited amount of news and analyst coverage for the Combined Company; and

•        a decreased ability to issue additional securities or obtain additional financing in the future.

Pacifico may waive one or more of the conditions to the consummation of the Business Combination without resoliciting stockholder approval for the Business Combination Proposal.

Pacifico may agree to waive, in whole or in part, some of the conditions to its obligations to consummate the Business Combination, to the extent permitted by applicable laws. The Pacifico Board will evaluate the materiality of any waiver to determine whether amendment of this proxy statement/prospectus and resolicitation of proxies is warranted. In some instances, if the Pacifico Board determines that a waiver is not sufficiently material to warrant resolicitation of stockholders, Pacifico has the discretion to consummate the Business Combination without seeking further stockholder approval. For example, it is a condition to Pacifico’s obligations to consummate the Business Combination that there be no restraining order, injunction or other order restricting Caravelle’s conduct of its business. However, if the Pacifico Board determines that any such order or injunction is not material to the business of the Combined Company, then the Pacifico Board may elect to waive that condition without stockholder approval and consummate the Business Combination.

Pacifico’s stockholders will experience immediate dilution as a consequence of the Business Combination, and having a minority share position may reduce the influence that the Pacifico’s current stockholders have on the management of Pacifico.

Following the consummation of the Business Combination, assuming no redemptions of the Public Shares for cash the Pacifico’s current public stockholders will own approximately 9.8% of non-redeemable PubCo Ordinary Shares and the Sponsor and Pacifico’s current executive officers, directors and affiliates will own approximately 2.9% of non-redeemable PubCo Ordinary Shares. Assuming redemption by holders of 2,875,000 outstanding Public Shares,

the Pacifico’s current public stockholders will own approximately 5.2% of non-redeemable PubCo Ordinary Shares and the Sponsor and Pacifico’s current executive officers, directors and affiliates will own approximately 3.1% of non-redeemable PubCo Ordinary Shares. The minority position of the Pacifico’s stockholders will give them limited influence over the management and operations of the Combined Company.

It is anticipated that, upon completion of the Business Combination, the ownership interests in PubCo as the public company will be as set forth in the table below:

____________

(1)      Assumes that holders of 2,875,000 Public Shares, or 50% of the maximum redemption, exercise their redemption rights in connection with the Business Combination.

(2)      Assumes that holders of 5,750,000 Public Shares exercise their redemption rights in connection with the Business Combination.

(3)      Excludes the 35,000,000 Earnout Shares.

(4)      Excludes PubCo Ordinary Shares underlying any Pacifico Units that the Sponsor chooses to be repaid for the loan it has extended to Pacifico, assuming the Sponsor chooses to be repaid fully in cash.

(5)      Includes (a) 63,250 PubCo Ordinary Shares to be received by Chardan exchanged by/converted from Pacifico Shares and Rights purchased in the private placement closed simultaneously with the consummation of the IPO, (b) 43,125 PubCo Ordinary Shares as 0.75% of the gross proceeds of the IPO as deferred underwriting discounts and commissions in the form of Pacifico shares at a price of $10.00 per share, to be issued if the Business Combination is consummated, and (c) 300,625 PubCo Ordinary Shares, as 65% of M&A fee, assuming PubCo not issuing the 35,000,000 Earnout Shares.

The Combined Company may not be able to generate sufficient cash to service all of its indebtedness and may be forced to take other actions to satisfy obligations under its indebtedness, which may not be successful.

The Combined Company’s ability to make scheduled payments on or to refinance its debt obligations will depend on its future operating performance and on economic, financial, competitive, legislative and other factors and any legal and regulatory restrictions on the payment of distributions and dividends to which the Combined Company and its subsidiaries may be subject. Many of these factors may be beyond the Combined Company’s control. The Combined Company cannot assure you that its business will generate sufficient cash flow from operations, that currently anticipated cost savings and operating improvements will be realized or that future borrowings will be available to the Combined Company in an amount sufficient to enable it to satisfy its obligations under its indebtedness or to fund its other needs. If the cash flows and capital resources of the Combined Company are insufficient to service its indebtedness, it may be forced to reduce or delay acquisitions, sell assets, seek additional capital or restructure or refinance its indebtedness. These alternative measures may not be successful and may not permit the Combined Company to meet its scheduled debt service obligations. The Combined Company’s ability to restructure or refinance its indebtedness will depend on the condition of the capital markets and its financial condition at such time. Any refinancing of its indebtedness could be at higher interest rates and may require it to comply with more onerous covenants, which could further restrict the business operations of the Combined Company. In addition, the terms of any future debt agreements may restrict the Combined Company from adopting some of these alternatives. In the absence of such operating results and resources, the Combined Company could face substantial liquidity problems and might be required to dispose of material assets or operations to meet its debt service and other obligations. The Combined Company may not be able to consummate those dispositions for fair market value or at all. Furthermore, any proceeds that the Combined Company could realize from any such dispositions may not be adequate to meet its debt service obligations then due. The Combined Company’s inability

to generate sufficient cash flow to satisfy its debt service or other obligations, or to refinance its indebtedness on commercially reasonable terms or at all, could have a material adverse effect on its business, cash flows, financial condition and results of operations.

Anti-takeover provisions contained in the PubCo’s proposed amended and restated memorandum and articles of association that will become effective immediately prior to the completion of the Business Combination, as well as provisions of Cayman law, could impair a takeover attempt.

In connection with the Business Combination, PubCo will adopt an amended and restated memorandum and articles of association that will become effective immediately prior to the consummation of the Business Combination. PubCo’s amended and restated memorandum and articles of association will contain provisions to limit the ability of others to acquire control of PubCo or cause PubCo to engage in change-of-control transactions. These provisions could have the effect of depriving PubCo’s shareholders of an opportunity to sell their shares at a premium over prevailing market prices by discouraging third parties from seeking to obtain control of PubCo in a tender offer or similar transaction. For example, PubCo Board will have the authority, subject to any resolution of the shareholders to the contrary, to issue preferred shares in one or more classes or series and to fix their designations, powers, preferences, privileges, and relative participating, optional or special rights and the qualifications, limitations or restrictions, including dividend rights, conversion rights, voting rights, terms of redemption and liquidation preferences, any or all of which may be greater than the rights associated with PubCo Ordinary Shares. Preferred shares could be issued quickly with terms calculated to delay or prevent a change in control of PubCo or make removal of management more difficult. If PubCo Board decides to issue preferred shares, the price of the ordinary shares of PubCo may fall and the voting and other rights of the holders of the ordinary shares of PubCo may be materially and adversely affected.

Activities taken by Pacifico’s affiliates to purchase, directly or indirectly, Public Shares will increase the likelihood of approval of the Business Combination Proposal, the Redomestication Proposal and the other Proposals and may affect the market price of the Pacifico’s securities.

The Sponsor or Pacifico’s executive officers, directors and advisors, or their respective affiliates, may purchase shares of Pacifico Common Stock in privately negotiated transactions either prior to or following the consummation of the Business Combination. None of the Sponsor or Pacifico’s executive officers, directors and advisors, or their respective affiliates, will make any such purchases when such parties are in possession of any material non-public information not disclosed to the seller or during a restricted period under Regulation M under the Exchange Act. Although none of the Sponsor or Pacifico’s executive officers, directors and advisors, or their respective affiliates, currently anticipates paying any premium purchase price for such Public Shares, in the event such parties do, the payment of a premium may not be in the best interest of those stockholders not receiving any such additional consideration. There is no limit on the number of shares that could be acquired by the Sponsor or Pacifico’s executive officers, directors and advisors, or their respective affiliates, or the price such parties may pay.

If such transactions are effected, the consequence could be to cause the Business Combination to be approved in circumstances where such approval could not otherwise be obtained. Purchases of shares of Pacifico Common Stock by the persons described above would allow them to exert more influence over the approval of the Business Combination Proposal, the Redomestication Proposal and the other Proposals and would likely increase the chances that the Business Combination would be approved. If the market does not view the Business Combination positively, purchases of the Public Shares may have the effect of counteracting the market’s view, which would otherwise be reflected in a decline in the market price of Pacifico’s securities. In addition, the termination of the support provided by these purchases may materially adversely affect the market price of Pacifico’s securities.

As of the date of this proxy statement/prospectus, no agreements with respect to the private purchase of the Public Shares by Pacifico or the persons described above have been entered into. Pacifico will file a Current Report on Form 8-K with the SEC to disclose private arrangements entered into or significant private purchases made by any of the Sponsor or Pacifico’s executive officers, directors and advisors, or their respective affiliates. To the extent that any public shares are purchased, such public shares will not be voted as required by Tender Offers and Schedules Compliance and Disclosure Interpretations Question 166.01 promulgated by the SEC.

Risks Related to the PubCo Ordinary Shares

The market price of the PubCo Ordinary Shares is likely to be highly volatile, and you may lose some or all of your investment.

Following the consummation of the Business Combination, the market price of PubCo Ordinary Shares is likely to be highly volatile and may be subject to wide fluctuations in response to a variety of factors, including the following:

•        the impact of the COVID-19 pandemic on the Combined Company’s business, financial condition and results of operations;

•        the Combined Company’s quarterly or annual earnings or those of other companies in its industry compared to market expectations;

•        the size of the Combined Company’s public float;

•        the inability to obtain or maintain the listing of the PubCo Ordinary Shares on Nasdaq;

•        the inability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, the Combined Company’s ability to grow and manage growth profitably and retain its key employees;

•        coverage by or changes in financial estimates by securities or industry analysts or failure to meet their expectations;

•        changes in accounting standards, policies, guidance, interpretations or principles;

•        changes in senior management or key personnel;

•        changes in applicable laws or regulations;

•        risks relating to the uncertainty of the Combined Company’s projected financial information;

•        risks related to the organic and inorganic growth of the Combined Company’s business and the timing of expected business milestones;

•        the amount of redemption requests made by Pacifico’s stockholders; and

•        changes in general market, economic and political conditions in the United States and global economies or financial markets, including those resulting from natural disasters, terrorist attacks, acts of war and responses to such events.

In addition, the stock markets have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies. These fluctuations have often been unrelated or disproportionate to the operating performance of those companies. Broad market and industry factors, as well as general economic, political, regulatory and market conditions, may negatively affect the market price of the PubCo Ordinary Shares, regardless of the Combined Company’s actual operating performance. Furthermore, due to their cost of acquiring the Founder Shares being significantly less than the effective price per share of Pacifico Common Stock paid by investors in the IPO, the ability of the Initial Stockholders to sustain the negative effects of any such volatility will be much greater than such investors in the IPO or investors that acquired Pacifico Common Stock in the open market following the consummation of the IPO.

Volatility in the Combined Company’s stock price could subject the Combined Company to securities class action litigation.

In the past, securities class action litigation has often been brought against a company following a decline in the market price of its securities. If the Combined Company faces such litigation, it could result in substantial costs and a diversion of management’s attention and resources, which could harm its business.

THE SPECIAL MEETING OF PACIFICO STOCKHOLDERS

General

Pacifico is furnishing this proxy statement/prospectus to the Pacifico stockholders as part of the solicitation of proxies by the Pacifico Board for use at the Special Meeting to be held on [•], 2022 and at any adjournment or postponement thereof. This proxy statement/prospectus is first being furnished to Pacifico’s stockholders on or about [•], 2022 in connection with the vote on the Business Combination Proposal, the Redomestication Proposal, the Nasdaq Proposal, and the Adjournment Proposal. This document provides you with the information you need to know to be able to vote or instruct your vote to be cast at the Special Meeting.

Date, Time and Place

The Special Meeting will be held on [•], 2022 at 10:00 a.m. Eastern Time, or such other date, time and place to which such meeting may be adjourned or postponed. Due to the public health concerns relating to the coronavirus pandemic, and Pacifico’s concerns about protecting the health and well-being of its stockholders, the Pacifico Board has determined to convene and conduct the Special Meeting in a virtual meeting format at [http://www.astproxy.com/[•]]. Stockholders will NOT be able to attend the Special Meeting in person. This proxy statement includes instructions on how to access the virtual Special Meeting and how to listen and vote from home or any remote location with Internet connectivity.

Purpose of the Special Meeting

At the Special Meeting, Pacifico is asking holders of Pacifico Common Stock to approve the following Proposals:

•        The Redomestication Proposal to approve the Redomestication;

•        The Business Combination Proposal to approve the Acquisition Merger;

•        The Nasdaq Proposal to approve, for purposes of complying with applicable Nasdaq Listing Rules, the issuance of more than 20% of the current total issued and outstanding PubCo Ordinary Shares pursuant to the terms of the Merger Agreement; and

•        The Adjournment Proposal to approve the adjournment of the Special Meeting in the event Pacifico does not receive the requisite stockholder vote to approve the above Proposals.

Recommendation of the Pacifico Board

The Pacifico Board:

•        has determined that each of the Business Combination Proposal, the Redomestication Proposal, the Nasdaq Proposal, and the Adjournment Proposal, are fair to, and in the best interests of, Pacifico and its stockholders;

•        has approved the Business Combination Proposal, the Redomestication Proposal, the Nasdaq Proposal, and the Adjournment Proposal; and

•        recommends that the Pacifico stockholders vote “FOR” each of the Business Combination Proposal, the Redomestication Proposal, the Nasdaq Proposal, and the Adjournment Proposal.

The Pacifico Board members have interests that may be different from or in addition to your interests as a stockholder. See “The Business Combination — Interests of Certain Persons in the Business Combination” in this proxy statement/prospectus for further information.

Record Date; Who is Entitled to Vote

Pacifico has fixed the close of business on [•], 2022, as the record date for determining those Pacifico stockholders entitled to notice of and to vote at the Special Meeting. As of the close of business on [•], 2022, there were [•] shares of Pacifico Common Stock outstanding and entitled to vote. Each holder of Pacifico Common Stock

is entitled to one vote per share on each of the Business Combination Proposal, the Redomestication Proposal, the Nasdaq Proposal, and the Adjournment Proposal. As of [•], 2022, the Initial Stockholders and Chardan collectively own and are entitled to vote [•] shares of Pacifico Common Stock, or approximately [•]% of the issued and outstanding shares of Pacifico Common Stock. With respect to the Business Combination, the Sponsor and Chardan, whom collectively own approximately [•]% of the outstanding shares of Pacifico Common Stock as of the record date, have agreed to vote their Pacifico Common Stock acquired by them in favor of the Business Combination Proposal and the Redomestication Proposal. Each of the Sponsor and Chardan has indicated that it intends to vote its shares, as applicable, “FOR” the other Proposals, although there is no agreement in place with respect to the other Proposals.

Quorum and Required Vote for the Proposals

A quorum of Pacifico stockholders is necessary to hold a valid meeting. A quorum will be present at the Special Meeting if a majority of the shares of capital stock issued and outstanding as of the record date and entitled to vote at the Special Meeting is represented in person or by proxy. An Pacifico stockholder present in person or by proxy and abstaining from voting at the Special Meeting will count as present for the purposes of establishing a quorum but broker non-votes will not.

Approval of each of the Proposals will require the affirmative vote of the holders of a majority of the issued and outstanding ordinary shares of Pacifico present and entitled to vote at the Special Meeting; provided, however, that if the holders of [•] or more shares of Pacifico Common Stock exercise their redemption rights then the Business Combination may not be completed. Attending the Special Meeting either in person or by proxy and abstaining from voting will have the same effect as voting against all the Proposals and, assuming a quorum is present, broker non-votes will have no effect on the voting on Proposals.

Voting Your Shares

Each share of Pacifico Common Stock that you own in your name entitles you to one vote for each Proposal on which such shares are entitled to vote at the Special Meeting. Your proxy card shows the number of shares of Pacifico Common Stock that you own.

There are two ways to ensure that your shares of Pacifico Common Stock are voted at the Special Meeting:

•        You can cause your shares to be voted by signing and returning the enclosed proxy card. If you submit your proxy card, your “proxy,” whose name is listed on the proxy card, will vote your shares as you instruct on the proxy card. If you sign and return the proxy card but do not give instructions on how to vote your shares, your shares will be voted, as recommended by the Pacifico Board, “FOR” the adoption of the Business Combination Proposal, the Redomestication Proposal, the Nasdaq Proposal, and the Adjournment Proposal. Votes received after a matter has been voted upon at the Special Meeting will not be counted.

•        You can attend the Special Meeting in a virtual meeting format at [http://www.astproxy.com/[•]]. Stockholders will NOT be able to attend the Special Meeting in person. This proxy statement includes instructions on how to access the virtual Special Meeting and how to listen and vote from home or any remote location with Internet connectivity. However, if your shares are held in the name of your broker, bank or another nominee, you must get a proxy from the broker, bank or other nominee. That is the only way Pacifico can be sure that the broker, bank or nominee has not already voted your shares.

IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF THE BUSINESS COMBINATION PROPOSAL AND THE REDOMESTICATION PROPOSAL (AS WELL AS THE OTHER PROPOSALS). IN ORDER TO REDEEM YOUR SHARES, YOU MUST TENDER YOUR SHARES TO OUR TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE SPECIAL MEETING. YOU MAY TENDER YOUR SHARES FOR REDEMPTION BY EITHER DELIVERING YOUR STOCK CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE TENDERED SHARES WILL NOT BE REDEEMED FOR CASH AND WILL BE RETURNED TO THE APPLICABLE

STOCKHOLDER. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BROKER OR BANK TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

Revoking Your Proxy

If you give a proxy, you may revoke it at any time before it is exercised by doing any one of the following:

•        you may send another proxy card with a later date;

•        if you are a record holder, you may notify Pacifico’s proxy solicitor, Morrow Sodali LLC, in writing before the Special Meeting that you have revoked your proxy; or

•        you may attend the Special Meeting in virtual meeting format, revoke your proxy, and vote your shares, as indicated above.

Who Can Answer Your Questions About Voting Your Shares?

If you have any questions about how to vote or direct a vote in respect of your shares of Pacifico Common Stock, you may call Morrow Sodali LLC, our proxy solicitor, with individual call toll-free at (800) 662-5200 and banks and brokers call at (203) 658-9400.

No Additional Matters May Be Presented at the Special Meeting

This Special Meeting has been called only to consider the approval of the Proposals.

Redemption Rights

Pursuant to Pacifico’s amended and restated certificate of incorporation, a holder of Pacifico Common Stock has the right to have its public shares redeemed for cash equal to its pro rata share of the Trust Account (net of taxes payable) in connection with the Business Combination.

If you are a public stockholder and you seek to have your shares redeemed, you must (i) demand, no later than 5:00 p.m., Eastern time on [•], 2022 (two (2) business days before the Special Meeting), that Pacifico redeem your shares into cash; and (ii) submit your request in writing to Pacifico’s transfer agent, at the address listed at the end of this section and deliver your shares to Pacifico’s transfer agent physically or electronically using the DWAC system at least two (2) business days prior to the vote at the Special Meeting. In order to validly request redemption, you must send a request in writing to Pacifico’s transfer agent. The request must be signed by the applicable stockholder in order to validly request redemption. A stockholder is not required to submit a proxy card or vote in order to validly exercise redemption rights.

You may tender the Pacifico Common Stock for which you are electing redemption by two (2) business days before the Special Meeting by either:

•        Delivering certificates representing the shares of Pacifico Common Stock to Pacifico’s transfer agent, or

•        Delivering the Pacifico Common Stock electronically through the DWAC system.

Pacifico stockholders will be entitled to redeem their Pacifico Common Stock for a full pro rata share of the Trust Account (currently anticipated to be no less than approximately $10.10 per share) net of taxes payable.

Any corrected or changed written demand of redemption rights must be received by Pacifico’s transfer agent no later than two (2) business days prior to the Special Meeting. No demand for redemption will be honored unless the holder’s shares have been delivered (either physically or electronically) to the transfer agent at least two (2) business days prior to the vote at the Special Meeting.

Public stockholders may seek to have their shares redeemed regardless of whether they vote for or against the Business Combination and whether or not they are holders of Pacifico Common Stock as of the record date. Any public stockholder who holds Pacifico Common Stock on or before [•], 2022 (two (2) business days before the Special Meeting) will have the right to demand that his, her or its shares be redeemed for a pro rata share of the

aggregate amount then on deposit in the Trust Account, less any taxes then due but not yet paid, at the consummation of the Business Combination. If you choose to deliver Pacifico Common Stock electronically through the DWAC system, this electronic delivery process can be accomplished by contacting your broker and requesting delivery of your shares through the DWAC system. Delivering shares physically may take significantly longer. In order to obtain a physical stock certificate, a stockholder’s broker and/or clearing broker, DTC, and Pacifico’s transfer agent will need to act together to facilitate this request. There is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC system. The transfer agent will typically charge the tendering broker this cost and the broker would determine whether or not to pass this cost on to the redeeming holder. It is Pacifico’s understanding that Pacifico stockholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. Pacifico does not have any control over this process or over the brokers or DTC, and it may take longer than two weeks to obtain a physical stock certificate. Pacifico stockholders who request physical stock certificates and wish to redeem may be unable to meet the deadline for tendering their shares before exercising their redemption rights and thus will be unable to redeem their shares.

In the event that a stockholder tenders its shares and decides prior to the consummation of the Business Combination that it no longer wants to redeem its shares, the stockholder may withdraw the tender. In the event that a stockholder tenders shares and the Business Combination is not completed, these shares will not be redeemed for cash and the physical certificates representing these shares will be returned to the stockholder promptly following the determination that the Business Combination will not be consummated. Pacifico anticipates that a stockholder who tenders shares for redemption in connection with the vote to approve the Business Combination would receive payment of the redemption price for such shares soon after the completion of the Business Combination.

If properly demanded by Pacifico public stockholders, Pacifico will redeem each share into a pro rata portion of the funds available in the Trust Account, calculated as of two business days prior to the anticipated consummation of the Business Combination. As of the record date, this would amount to approximately $10.10 per share. If you exercise your redemption rights, you will be exchanging your Pacifico Common Stock for cash and will no longer own the shares. If Pacifico is unable to complete the Business Combination by September 16, 2022 (or up to March 16, 2023 if such period is extended by Pacifico’s insiders as described herein)), it will liquidate and dissolve and public stockholders would be entitled to receive approximately $10.10 per share upon such liquidation.

Holders of outstanding Pacifico Units must separate the underlying Pacifico Common Stock and Pacifico Rights prior to exercising redemption rights with respect to the Pacifico Common Stock. If Pacifico Units are registered in a holder’s own name, the holder must deliver the certificate for its Pacifico Units to the transfer agent with written instructions to separate the Pacifico Units into their individual component parts. This must be completed far enough in advance to permit the mailing of the certificates back to the holder so that the holder may then exercise his, her or its redemption rights upon the separation of the Pacifico Common Stock from the Pacifico Units.

If a broker, dealer, commercial bank, trust company or other nominee holds Pacifico Units for an individual or entity (such individual or entity, the “beneficial owner”), the beneficial owner must instruct such nominee to separate the beneficial owner’s Pacifico Units into their individual component parts. The beneficial owner’s nominee must send written instructions by facsimile to the transfer agent. Such written instructions must include the number of Pacifico Units to be separated and the nominee holding such Pacifico Units. The beneficial owner’s nominee must also initiate electronically, using DTC’s DWAC system, a withdrawal of the relevant Pacifico Units and a deposit of an equal number of Pacifico Common Stock and Pacifico Rights. This must be completed far enough in advance to permit the nominee to exercise the beneficial owner’s redemption rights upon the separation of the Pacifico Common Stock from the Pacifico Units. While this is typically done electronically the same business day, beneficial owners should allow at least one full business day to accomplish the separation. If beneficial owners fail to cause their Pacifico Common Stock to be separated in a timely manner, they will likely not be able to exercise their redemption rights.

Tendering Common Stock Certificates in connection with Redemption Rights

Pacifico is requiring the Pacifico public stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to either tender their certificates to Pacifico’s transfer agent, or to deliver their shares to the transfer agent electronically using Depository Trust Company’s DWAC System, at the holder’s option at least two (2) business days prior to the Special Meeting. There is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC System. The transfer agent will typically charge the tendering broker this cost and it would be up to the broker whether to pass this cost on to the redeeming holder. However, this fee would be incurred regardless of whether Pacifico requires holders seeking to exercise redemption rights to tender their ordinary shares. The need to deliver ordinary shares is a requirement of exercising redemption rights regardless of the timing of when such delivery must be effectuated.

Any request for redemption, once made, may be withdrawn at any time up to the business day immediately preceding the consummation of the proposed Business Combination. Furthermore, if a stockholder delivered his certificate for redemption and subsequently decided prior to the date immediately preceding the consummation of the proposed Business Combination not to elect redemption, he may simply request that the transfer agent return the certificate (physically or electronically).

A redemption payment will only be made in the event that the proposed Business Combination is consummated. If the proposed Business Combination is not completed for any reason, then public stockholders who exercised their redemption rights would not be entitled to receive the redemption payment. In such case, Pacifico will promptly return the share certificates to the public stockholder.

Proxies and Proxy Solicitation Costs

Pacifico is soliciting proxies on behalf of the Pacifico Board. This solicitation is being made by mail but also may be made by telephone or in person. Pacifico and its directors, officers and employees may also solicit proxies in person, by telephone or by other electronic means. Any solicitation made and information provided in such a solicitation will be consistent with the written proxy statement/prospectus and proxy card. Morrow Sodali LLC, a proxy solicitation firm that Pacifico has engaged to assist it in soliciting proxies, will be paid its customary fee and out-of-pocket expenses.

Pacifico will ask banks, brokers and other institutions, nominees and fiduciaries to forward its proxy materials to their principals and to obtain their authority to execute proxies and voting instructions. Pacifico will reimburse them for their reasonable expenses.

If you send in your completed proxy card, you may still vote your shares in person if you revoke your proxy before it is exercised at the Special Meeting.

PROPOSAL NO. 1
THE BUSINESS COMBINATION PROPOSAL

The discussion in this proxy statement/prospectus of the Business Combination and the principal terms of the Merger Agreement, is subject to, and is qualified in its entirety by reference to, the Merger Agreement. The full text of the Merger Agreement is attached hereto as Annex A, which is incorporated by reference herein.

General Description of the Business Combination and Merger Agreement

The Merger Agreement

On April 5, 2022, Pacifico entered into that certain Agreement and Plan of Merger which was amended by the Amended and Restated Agreement and Plan of Merger dated August 15, 2022 (as may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among Caravelle International Group, a Cayman Islands exempted company (“PubCo”), Pacifico International Group, a Cayman Islands exempted company and a direct wholly-owned subsidiary of PubCo (“Merger Sub 1”), Pacifico Merger Sub 2 Inc., a Delaware corporation and a direct wholly-owned subsidiary of PubCo (“Merger Sub 2” and, together with PubCo and Merger Sub 1, each, individually, an “Acquisition Entity” and, collectively, the “Acquisition Entities”), and Caravelle Group Co., Ltd, a Cayman Islands exempted company (“Caravelle”), pursuant to which (a) Merger Sub 1 will merge with and into Caravelle (the “Initial Merger”), and Caravelle will be the surviving corporation of the Initial Merger and a direct wholly owned subsidiary of PubCo, and (b) following confirmation of the effectiveness of the Initial Merger, Merger Sub 2 will merge with and into Pacifico (the “SPAC Merger” and together with the Initial Merger, the “Merger”), and Pacifico will be the surviving corporation of the SPAC Merger and a direct wholly owned subsidiary of PubCo (collectively, the “Business Combination”). Following the Business Combination, PubCo will be a publicly traded holding company listed on a national stock exchange in the United States. As used herein, the “Combined Company” refers to PubCo and its consolidated subsidiaries after the consummation of the Business Combination.

Consideration

As a result of the Merger, among other things, (i) all outstanding ordinary shares of Caravelle will be cancelled in exchange for 50,000,000 ordinary shares of PubCo (the “PubCo Ordinary Shares”), (ii) each outstanding unit of Pacifico (the “Pacifico Units”) will be automatically detached, (iii) each unredeemed outstanding share of common stock of Pacifico (the “Pacifico Common Stock”) will be cancelled in exchange for the right to receive one (1) PubCo Ordinary Share, (iv) every ten (10) outstanding rights of Pacifico (the “Pacifico Rights”) will be contributed in exchange for one (1) PubCo Ordinary Share, cancelled and cease to exist, and (v) each unit purchase option of Pacifico (the “Pacifico UPO”) will automatically be cancelled and cease to exist in exchange for one (1) unit purchase option of PubCo (the “PubCo UPO”).

Earnout

Following the Closing, and as additional contingent consideration for the Merger, within ten (10) business days after the occurrence of certain events, PubCo shall issue or cause to be issued to certain shareholders of Caravelle the following additional PubCo Ordinary Shares (which shall be equitably adjusted for share subdivisions, share consolidations, share dividends, reorganizations, recapitalizations, reclassifications, combination, exchange of shares or other like change or transaction): (i) a one-time issuance of 15,000,000 PubCo Ordinary Shares (the “Initial Earnout Shares”) upon PubCo reporting consolidated revenue of no less than $200,000,000 for the six months ending June 30, 2023, provided that such financial statements have been reviewed by PubCo’s independent auditors; and (ii) a one-time issuance of 20,000,000 PubCo Ordinary Shares (the “Subsequent Earnout Shares” and together with the “Initial Earnout Shares,” the “Earnout Shares”) upon PubCo reporting audited consolidated revenue of no less than $450,000,000 for the year ending December 31, 2023.

The Closing

Pacifico and Caravelle have agreed that the Closing shall occur no later than September 13, 2022 (the “Agreement End Date”). The Agreement End Date may be extended upon the written agreement of Pacifico and Caravelle.

Representations and Warranties

In the Merger Agreement, Caravelle makes certain representations and warranties (with certain exceptions set forth in the disclosure schedule to the Merger Agreement) relating to, among other things: (a) proper corporate existence and power of Caravelle and its subsidiaries (together, the “Caravelle Companies”) and similar corporate matters; (b) capitalization; (c) authorization, execution, delivery and enforceability of the Merger Agreement and other transaction documents; (c) financial statements; (d) material contracts; (e) intellectual property; (f) title to assets and properties; (g) real property; (h) environmental matters; (i) compliance with other instruments; (j) compliance with law; (k) absence of changes; (l) litigation; (m) insurance; (n) governmental consents; (o) permits; (p) registration and voting rights; (q) brokers or finders and transaction expenses; (r) related-party transactions; (s) labor agreements and actions; (t) employee benefit plans; (u) tax matters; (v) books and records; (w) Foreign Corrupt Practices Act; (x) anti-money laundering; (y) OFAC; (z) sanctions; (aa) export controls; (bb) takeover statutes and charter provisions; (cc) proxy/registration statement; (dd) board approval; and (ee) no additional representations and warranties. In the Merger Agreement, Pacifico makes certain representations and warranties relating to, among other things: (a) proper corporate existence and power of Caravelle and similar corporate matters; (b) capitalization; (c) authorization, execution, delivery and enforceability of the Merger Agreement and other transaction documents; (d) financial statements; (e) compliance with other instruments; (f) absence of changes; (g) litigation; (h) governmental consents; (i) brokers or finders and transaction expenses; (j) tax matters; (k) takeover statutes and charter provisions; (l) proxy/registration statement; (m) SEC filings; (n) Trust Account; (o) Investment Company Act and JOBS Act; (p) business activities; (q) Nasdaq listing; (r) board approval; (s) anti-money laundering; (t) OFAC; and (u) no additional representations and warranties.

In the Merger Agreement, the Acquisition Entities jointly and severally make certain representations and warranties relating to, among other things: (a) proper corporate existence and power of Caravelle and similar corporate matters; (b) capitalization and voting rights; (c) authorization, execution, delivery and enforceability of the Merger Agreement and other transaction documents; (d) compliance with other instruments; (e) absence of changes; (f) actions; (g) brokers or finders and transaction expenses; (h) proxy/registration statement; (i) Investment Company Act and JOBS Act; (j) business activities; (k) intended tax treatment; and (l) foreign private issuer.

Conduct Prior to Closing; Covenants Pending Closing

Pacifico, Caravelle and the Acquisition Entities have agreed to operate their respective business in the ordinary course, consistent with past practices, prior to the closing of the transactions (with certain exceptions) and not to take certain specified actions without the prior written consent of the other parties.

In addition, Caravelle agreed to deposit in (i) the Trust Account by September 6, 2022, $575,000, which shall reach the Trust Account by September 13, 2022, to extend the existence of Pacifico for three (3) months beyond the initial twelve (12) months and (ii) an escrow account established by Loeb & Loeb LLP as the escrow agent by November 16, 2022, an additional $575,000 to extend the existence of Pacifico for another three (3) months (the “Company Extension Obligation”).

The Merger Agreement also contains customary closing covenants.

Conditions to Closing

General Conditions to Closing

Consummation of the Merger Agreement and the transactions contemplated therein is conditioned on, among other things, (i) approval of the stockholders of Pacifico and shareholders of Caravelle; (ii) all consents and regulatory approvals shall have been obtained; (iii) the SEC having declared the registration statement with respect to the Business Combination effective, and no stop order suspending the effectiveness of the registration statement or any part thereof having been issued; (iv) PubCo’s initial listing application with Nasdaq or NYSE in connection with the Business Combination shall have been conditionally approved; (v) the PubCo Ordinary Shares to be issued in connection with the Transactions shall have been approved for listing on Nasdaq or NYSE; (vi) no provisions of any

applicable law and no order prohibiting or preventing the consummation of the Business Combination; (vii) there not being any action brought by a third party that is not an affiliate of the parties to the Merger Agreement to enjoin or otherwise restrict the consummation of the Business Combination; (viii) each of the other transaction documents shall have been entered into and the same shall be in full force and effect; and (ix) after giving effect to the closing, the Purchaser shall have at least $5,000,001 in net tangible assets.

Caravelle’s Conditions to Closing

The obligations of Caravelle to consummate the transactions contemplated by the Merger Agreement, in addition to the conditions described above, are conditioned upon each of the following, among other things:

•        the representations and warranties of Pacifico being true on and as of the date of the Merger Agreement and the closing date of the transactions except as would not be expected to have a material adverse effect;

•        Pacifico and the Acquisition Entities complying with all of covenants and obligations under the Merger Agreement in all material respects;

•        there has not been any event that has had, or would reasonably be expected to have, individually or in the aggregate, a material adverse effect on Pacifico;

•        Pacifico shall have obtained executed counterparts to the Sponsor Support Agreement from the Sponsor; and

•        Pacifico and PubCo shall have been in material compliance with the applicable reporting requirements under the Securities Act and the Exchange Act, as applicable.

Pacifico’s Conditions to Closing

The obligations of Pacifico to consummate the transactions contemplated by the Merger Agreement, in addition to the conditions described above in the first paragraph of this section, are conditioned upon each of the following, among other things:

•        the representations and warranties of Caravelle being true on and as of the date of the Merger Agreement and the closing date of the transactions except as would not be expected to have a material adverse effect;

•        Caravelle complying with all of the covenants and obligations under the Merger Agreement in all material respects;

•        there has not been any event that has had, or would reasonably be expected to have, individually or in the aggregate, a material adverse effect on Caravelle;

•        all approvals, waivers or consents from any third parties shall have been obtained;

•        Caravelle shall have obtained executed counterparts to the Shareholder Support Agreement from all the Key Company Shareholders;

•        Caravelle’s existing voting agreements shall have been terminated; and

•        PubCo shall have obtained executed counterparts to the Lock-Up Agreement from Caravelle shareholders holding at least 3.5% of the fully diluted outstanding shares of Caravelle in addition to all directors, officers and affiliates of Caravelle who own any shares of Caravelle.

Termination

The Merger Agreement may be terminated and/or abandoned at any time prior to the closing, whether before or after approval of the proposals being presented to Pacifico’s stockholders, by:

(a)     mutual written consent of Pacifico and Caravelle;

(b)    by written notice from Caravelle or Pacifico to the other(s) if any governmental authority shall have enacted, issued, promulgated, enforced or entered any governmental order which has become final and nonappealable and has the effect of making consummation of the transactions illegal or otherwise preventing or prohibiting consummation of the Business Combination;

(c)     by written notice from Caravelle to Pacifico within ten (10) business days after the Pacifico board of directors or any committee thereof withholds, withdraws, qualifies, amends or modifies, or publicly proposes or resolves to withhold, withdraw, qualify, amend or modify, the recommendation of the Pacifico board of directors to vote in favor of the Merger Agreement and the Business Combination;

(d)    by written notice from Pacifico to Caravelle within ten (10) business days after Caravelle board of directors or any committee thereof withholds, withdraws, qualifies, amends or modifies, or publicly proposes or resolves to withhold, withdraw, qualify, amend or modify, the recommendation of Caravelle board of directors to vote in favor of the Merger Agreement and the Business Combination;

(e)     by written notice from Caravelle or Pacifico to the other(s) if the approval of the Pacifico stockholders shall not have been obtained by reason of the failure to obtain the required vote at the Special Meeting or at any adjournment or postponement thereof;

(f)     by written notice from Pacifico to Caravelle if the approval of Caravelle’s shareholders shall not have been obtained within ten (10) business days after this proxy statement/prospectus becomes effective;

(g)    by Pacifico (provided that Pacifico is not in material breach of the Merger Agreement at such time) if (i) any of the representations or warranties of Caravelle shall not be true and correct, or if Caravelle has failed to perform any covenant which, if capable of being cured is not cured (or waived by Pacifico) within 15 days after written notice thereof is delivered to Caravelle; (ii) the Closing has not occurred on or before the Agreement End Date, unless Pacifico is in material breach of the Merger Agreement; or (iii) Caravelle has breached the Company Extension Obligation as required under Section 6.12 of the Merger Agreement; or

(h)    by Caravelle (provided that Caravelle is not in material breach of the Merger Agreement at such time) if (i) any of the representations or warranties of Pacifico or any Acquisition Entity shall not be true and correct, or if Pacifico or any Acquisition Entity has failed to perform any covenant which, if capable of being cured is not cured (or waived by Caravelle) within 15 days after written notice thereof is delivered to Pacifico; or (ii) the Closing has not occurred on or before the Agreement End Date, unless Caravelle is in material breach of the Merger Agreement.

Break-up Fee

In the event of the termination of the Merger Agreement pursuant to the provisions contained in (g) or (h) above, the non-terminating party shall be obligated to pay the terminating party a break-up fee of $500,000 (the “Break-up Fee”), promptly after termination of the Merger Agreement. Notwithstanding the foregoing, in the event of the termination by Pacifico due to Caravelle’s breach of the Company Extension Obligation as required under Section 6.12 of the Merger Agreement, Caravelle shall be obligated to pay $1,000,000 to Pacifico within five (5) business days after termination of the Merger Agreement by Pacifico.

Indemnification

The Merger Agreement does not provide for indemnification obligations for any party. All representations and warranties contained in the Merger Agreement shall terminate as of the closing date.

The foregoing description of the Merger Agreement describes the material provisions of the Merger Agreement, but does not purport to describe all of the terms of the Merger Agreement, which is attached hereto as Annex A.

Additional Agreements Executed at the Signing of the Merger Agreement

Shareholder Support Agreement

Contemporaneously with the execution of the Merger Agreement, certain holders of Caravelle ordinary shares entered into a support agreement (the “Shareholder Support Agreement”), pursuant to which such holders agreed to, among other things, approve the Merger Agreement and the proposed Business Combination.

The foregoing description of the Shareholder Support Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the actual agreement, a copy of which is included as Exhibit A to the Merger Agreement, Exhibit 10.1 to this proxy statement/prospectus, and is incorporated herein by reference.

Sponsor Support Agreement

Contemporaneously with the execution of the Merger Agreement, certain holders of Pacifico Common Stock entered into a support agreement (the “Sponsor Support Agreement”), pursuant to which such holders agreed to, among other things, approve the Merger Agreement and the proposed Business Combination.

The foregoing description of the Sponsor Support Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the actual agreement, a copy of which is included as Exhibit B to the Merger Agreement, Exhibit 10.2 to this proxy statement/prospectus, and is incorporated herein by reference.

Lock-Up Agreements

Contemporaneously with the execution of the Merger Agreement, certain holders of Caravelle ordinary shares and certain holders of Pacifico Common Stock executed lock-up agreements (the “Lock-up Agreements”). Pursuant to the Lock-Up Agreements, such holders have agreed, subject to certain customary exceptions, not to (i) sell, offer to sell, contract or agree to sell, pledge or otherwise dispose of, directly or indirectly, any PubCo Ordinary Shares to be received by such holders as consideration in the Merger, and further including any other securities held by such holders immediately following the Merger which are convertible into, or exercisable, or exchangeable for, PubCo Ordinary Shares (such shares, together with any securities convertible into or exchangeable for or representing the rights to receive shares of Pacifico Common Stock if any, acquired during the Lock-Up Period (as defined below), the “Lock-up Shares”), (ii) enter into a transaction that would have the same effect, (iii) enter into any swap, hedge or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Lock-Up Shares or otherwise or engage in any short sales or other arrangement with respect to the Lock-Up Shares or (iv) publicly announce any intention to effect any transaction specified in clause (i) or (ii) until the date that is the earlier of (A) the six-month anniversary of the closing date of the Business Combination; and (B) subsequent to the Closing, the date on which PubCo consummates a liquidation, merger, capital stock exchange, reorganization, or other similar transaction that results in all of PubCo’s shareholders having the right to exchange their PubCo Ordinary Shares for cash, securities or other property (the “Lock-Up Period”).

The foregoing description of the Lock-Up Agreements does not purport to be complete and are qualified in their entirety by the terms and conditions of the actual agreements, a form of which is included as Exhibit C to the Merger Agreement and as Exhibit 10.3, and incorporated herein by reference.

Amended and Restated Registration Rights Agreement

At the Closing, PubCo, certain holders of ordinary shares of Caravelle, certain holders of Pacifico Common Stock, and the holders of the Private Units will enter into an amended and restated registration rights agreement (the “Amended and Restated Registration Rights Agreement”) pursuant to which, among other things, PubCo agrees

to provide the above holders with certain rights relating to the registration for resale of the PubCo Ordinary Shares they own at the Closing. The Amended and Restated Registration Rights Agreement will provide certain demand and piggyback registration rights to the shareholders, subject to underwriter cutbacks and issuer blackout periods. PubCo will agree to pay certain fees and expenses relating to registrations under the Amended and Restated Registration Rights Agreement.

The foregoing description of the Amended and Restated Registration Rights Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the actual agreement, a form of which is included as Exhibit D to the Merger Agreement and as Exhibit 10.4, and incorporated herein by reference.

Interests of Certain Persons in the Business Combination

When you consider the recommendation of the Pacifico Board in favor of adoption of the Business Combination Proposal, the Redomestication Proposal and the other related Proposals, you should keep in mind that Pacifico’s directors and officers have interests in the Business Combination that are different from, or in addition to, your interests as a stockholder, including the following:

•        If the proposed Business Combination is not completed by September 16, 2022 (or up to March 16, 2023, if the time period is extended as previously described herein), Pacifico will be required to liquidate. In such event, the 1,437,500 shares of Pacifico Common Stock held by the Initial Stockholders, which were acquired prior to the IPO for an aggregate purchase price of $25,000, will be worthless. Such shares had an aggregate market value of approximately $[•] million based on the closing price of Pacifico Common Stock of $[•] on Nasdaq as of [•], 2022;

•        If the proposed Business Combination is not completed by September 16, 2022 (or up to March 16, 2023 if the time period is extended as previously described herein), the 281,250 Private Units purchased by the Sponsor and Chardan for a total purchase price of $2,812,500, will be worthless. Such Private Units had an aggregate market value of approximately $[•] million based on the closing price of Pacifico Units of $[•] on Nasdaq as of [•], 2022;

•        The exercise of Pacifico’s directors’ and officers’ discretion in agreeing to changes or waivers in the terms of the transaction may result in a conflict of interest when determining whether such changes or waivers are appropriate and in Pacifico’s stockholders’ best interest;

•        Pacifico’s officers and directors, the Sponsor and its affiliates will be reimbursed for any reasonable fees and out-of-pocket expenses incurred in connection with activities on Pacifico’s behalf such as identifying potential target businesses and performing due diligence on suitable business combinations (including the Business Combination). As of [•], 2022, an aggregate of $Nil had been incurred or accrued in respect of such expense reimbursement obligation;

•        In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, Pacifico’s insiders, officers and directors or their affiliates may, but are not obligated to, loan Pacifico funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion. If Pacifico completes a Business Combination, Pacifico may repay such loaned amounts out of the proceeds of the Trust Account released to us. In the event that a Business Combination does not close, Pacifico may use a portion of the working capital held outside the Trust Account to repay such loaned amounts, but no proceeds from Pacifico’s Trust Account would be used for such repayment. Up to $600,000 of such loans may be convertible into private units, at a price of $10.00 per Unit, at the option of the lender. These private units would be identical to the Private Units. As of [•], 2022, the Sponsor loaned to Pacifico an aggregate of $250,000;

•        The Sponsor will benefit from the completion of a business combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to shareholders rather than liquidate; and

•        If the proposed Business Combination is completed, there will be five members of the board of directors, Caravelle will designate four members and Pacifico has designated Edward Wang, Pacifico’s current CEO.

Anticipated Accounting Treatment

The Business Combination will be accounted for as a reverse merger in accordance with U.S. GAAP. Under this method of accounting, Pacifico will be treated as the “acquired” company for financial reporting purposes. This determination was primarily based on the current shareholders of Caravelle having a majority of the voting power of the post-combination company, Caravelle senior management comprising all of the senior management of the post-combination company, the relative size of Caravelle compared to Pacifico, and Caravelle operations comprising the ongoing operations of the post-combination company. Accordingly, for accounting purposes, the Business Combination will be treated as the equivalent of Caravelle issuing stock for the net assets of Pacifico, accompanied by a recapitalization. The net assets of Pacifico will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination will be those of Caravelle.

Regulatory Approvals

The Business Combination, the Redomestication and the other transactions contemplated by the Merger Agreement are not subject to any additional U.S. federal or state regulatory requirements or approvals, or any regulatory requirements or approvals under the laws of the Cayman Islands, except for the registration by the Registrar of Companies in the Cayman Islands of the Plan of Merger.

Background of the Business Combination

The terms of the Business Combination are the result of negotiations between the representatives of Pacifico and Caravelle. The following is a brief description of the background of these negotiations and the resulting Business Combination.

Pacifico Acquisition Corp. is a blank check company incorporated as a Delaware corporation on March 2, 2021. Pacifico was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities. Pacifico’s intention was to capitalize on the substantial deal sourcing, investing and operating expertise of Pacifico’s management team to identify and combine with one or more businesses with high growth potential.

On September 16, 2021, Pacifico sold 5,000,000 Public Units at a price of $10.00 per Public Unit, generating gross proceeds of $50,000,000 related to its IPO. Each Public Unit consists of one Public Share and one Public Right. Each Public Right will convert into one-tenth (1/10) of one PubCo Ordinary Share upon the consummation of the Business Combination. Pacifico granted the underwriters a 45-day option to purchase up to 750,000 Public Units to cover over-allotments, if any. On September 22, 2021, the underwriters fully exercised the option and purchased 750,000 Over-allotment Units, generating gross proceeds of $7,500,000. Concurrently with the closing of Pacifico’s IPO, the Sponsor and Chardan (and/or their designees) purchased an aggregate of 281,250 Private Units at a price of $10.00 per Private Unit for an aggregate purchase price of $2,812,500 in a private placement. Upon the closing of the Over-allotment Units on September 22, 2021, Pacifico consummated the private placement sale of 26,250 Additional Private Units to the Sponsor and Chardan at a price of $10.00 per Additional Private Unit, generating gross proceeds of $262,500. Upon closing of the IPO, the Private Units, the sale of the Over-allotment Units and the sale of the Additional Private Units, a total of $58,075,000 ($10.10 per Public Unit) was placed in the Trust Account with AST acting as trustee.

Prior to the consummation of the IPO, neither Pacifico, nor anyone on its behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with Pacifico. After the IPO, Pacifico’s officers and directors commenced an active search for prospective businesses or assets to acquire in an initial business combination. Representatives of Pacifico were contacted by, and representatives of Pacifico contacted, numerous individuals, financial advisors and other entities who offered to present ideas for business combination opportunities. Pacifico’s officers and directors and their affiliates also brought to Pacifico’s attention target business candidates. From the closing of the IPO through the signing of the Merger Agreement, representatives of Pacifico contacted and were contacted by numerous individuals and entities with respect to business combination opportunities and engaged in discussions with several possible target businesses . In all, prior to the execution of the Merger Agreement, representatives of Pacifico evaluated over 10 potential target

businesses. Pacifico executed over 3 non-disclosure agreements during the course and had active discussions with over 7 potential target businesses. Pacifico issued 1 term sheet to potential target business. Below is a summary list of several potential target businesses and the reasons Pacifico did not pursue a business combination with them:

•        Target No. 1:    In October 2021, Pacifico was introduced to a company developing and commercializing aseptic air filtration solutions utilizing its proprietary aseptic technology. Following an initial discussion, Pacifico decided not to pursue further discussions as the business target was in the early stages of development and, in Pacifico’s estimation, would not be appropriate for a business combination.

•        Target No. 2:    In October 2021, Pacifico was introduced to a biomass processing innovation company. The company had developed a next-generation biomass machine module that converts residual forestry biomass to renewable diesel, biochar, wood vinegar and graphene. However, following the discussions and analysis, Pacifico determined that the company’s initial capital needs were sizable relative to its initial valuation and thus determined that the company would not be appropriate for a business combination.

•        Target No. 3:    In October 2021, Pacifico received a corporate presentation from a hydrogen supply station. The company intends to build North America’s largest onsite blue hydrogen fueling network. Although the company had a clear business plan, its station and construction permits were still pending. Pacifico decided not to pursue further discussions as the risk in lacking these critical permits was high and, in Pacifico’s estimation, would not be appropriate for a business combination.

•        Target No. 4:    In October 2021, Pacifico was contacted by an application-driven technology company providing nanodiamond enhanced industrial solutions. Target No. 4 claims that its solutions offer a new standard of thermal management and toughness for both conventional and disruptive production technologies such as electronics and automotive polymer compounds, metal coatings and compounds, and 3D printing. Pacifico reviewed the company’s business and financial information before requesting additional due diligence materials. Pacifico decided not to pursue this opportunity further as Target No. 4 didn’t provide responses to Pacifico’s requests despite repeated follow-up.

•        Target No. 5:    In October 2021, Pacifico team was introduced an ESG-focused company by a U.S.-based investment bank. The company is involved in wastewater treatment and had established partners in the Asia-Pacific region with plans to enter the UK and U.S. markets. However, the company’s factory in China generated a majority of its sales. Pacifico decided not to pursue further discussions as it had previously stated in its IPO prospectus that it would not undertake Pacifico’s initial business combination with any entity with its principal business operations in China (including Hong Kong and Macau).

•        Target No. 6:    In October 2021, Pacifico was introduced to an engineering firm developing and commercializing proprietary grow light designs. Pacifico decided not to pursue further as the company’s valuation expectations were high relative to comparable companies and, in Pacifico’s estimation, would not be appropriate for a business combination.

•        Target No. 7:    In January 2022, Pacifico was introduced an industrial video and audio solutions provider. The company had developed several core technologies, brands and patents targeting audio and video solutions for applications in education, finance, healthcare and information technology. Pacifico desired a target with carbon-neutral characteristics and, therefore, Pacifico decided not to pursue this opportunity further.

•        Target No. 8:    In January 2022, Pacifico was introduced to an online career education and training platform utilizing an annual subscription model to connect teachers and students with a primary focus on Asia. After preliminary due diligence, the Pacifico team was concerned about the financial performance and future profitability of Target No. 7 and decided not to proceed with it.

•        Target No. 9:    In February 2022, Pacifico was introduced to an academic spin-off focused on ideating and translating new diagnostics technologies to address unmet needs in women’s and fetal health. Pacifico decided not to pursue further as the company is still in the early clinical stage and, in Pacifico’s estimation, would not be appropriate for a business combination.

•        Target No. 10:    In February 2022, Pacifico was introduced to a tech-enabled home furnishing retailer by a private equity fund. Target No. 10 follows an asset-light model by leveraging software and data to improve business processes, customer experience, and decision making. Although the firm achieved outstanding financial performance, the industry is not in Pacifico’s focus area thus it decided not to pursue the opportunity further.

On September 22, 2021, Pacifico was introduced to Caravelle by Mr. Guojian Zhang, who controls Apollo Blue Investment Limited (“Apollo”), Caravelle’s M&A consultant, and is a friend to both of Edward Cong Wang, Pacifico’s CEO, and Sai Wang, Caravelle’s Co-Founder and CSO. Edward Cong Wang met with Guohua Zhang, Sai Wang, and Co-Founder and COO Lisha Ao in Shanghai on September 22, 2021. Dr. Zhang gave a presentation on Caravelle and its plan to conduct a business combination with a blank check company. Pacifico and Caravelle both expressed their interests in discussing further.

On September 23, 2021, Pacifico, represented by its CEO Edward Cong Wang, and Caravelle, represented by its CEO Guohua Zhang, executed a mutual non-disclosure agreement.

Between September 23, 2021 and September 30, 2021, Mr. Edward Cong Wang, CEO of Pacifico, and Ms. Yi Zhong, CFO of Pacifico, received investor presentation, videos and other due diligence materials from Mr. Sai Wang and Ms. Lisha Ao.

On October 1, 2021, Mr. Edward Cong Wang and Ms. Yi Zhong had a conference call with Dr. Guohua Zhang, Mr. Sai Wang, and Ms. Lisha Ao. The parties discussed the progress of Caravelle’s audited financial reports, financial projections and intellectual property. After the meeting, Pacifico provided Caravelle with a preliminary list of due diligence questions.

On October 2, 2021, Pacifico received an initial response to its diligence requests from Caravelle.

Between October 3, 2021 and November 20, 2021, Mr. Edward Cong Wang, Pacifico’s CEO and Ms. Yi Zhong, Pacifico’s CFO and Dr. Guohua Zhang, Caravelle’s CEO, Mr. Sai Wang, Caravelle’s Co-Founder and CSO, and Ms. Lisha Ao, Caravelle’s Co-Founder and COO held several conference calls to review Caravelle’s projections, due diligence requests and the potential transaction structure. Based on the information received, Ms. Yi Zhong, CFO of Pacifico, led a team to conduct various analysis in review of Caravelle and a potential transaction structure. Pacifico estimated the potential valuation of Caravelle as between $830 million and $1.0 billion based on 2023 estimated revenue and EBITDA.

On November 17, 2021, Pacifico engaged Chardan to act as its M&A and capital markets advisor.

On November 22, 2021, after internal considerations by the Board of Directors, Pacifico decided to terminate communications with all other targets under review at that point and focus on the discussions with Caravelle because of Caravelle’s following aspects:

1.      Business Model

A two-wheel driving model combining traditional shipping and wood transport/process.

Moving the wood drying scene on land to the ocean-going vessels to reduce emissions and obtain carbon credits.

2.      High Profitability

Wood drying/side products and carbon credits are highly profitable. From 2022 – 2024, Pacifico expects Caravelle to maintain an annual growth rate of greater than 100%.

3.      Carbon Neutrality Concept

The Carbon neutral business which Caravelle is in the process of launching as of 2022 fits Pacifico’s stated interest in targeting a carbon neutral company.

4.      Barriers of Entry

All business activities take place on the ocean, requiring advanced knowledge of ocean transportation and nautical engineering, and are governed by classification societies.

Caravelle believes that it is the first enterprise to use tail gas collection for wood drying applications. Although it is a new technology, after review and feasibility testing, Det Norske Veritas (“DNV”) decided to accelerate its certification process. DNV is an international accredited registrar and classification society headquartered in Høvik, Norway.

On December 3, 2021, Pacifico sent Caravelle a diligence request list from Pacifico’s legal counsel, Loeb. Mr. Edward Cong Wang, Pacifico’s CEO also had a call with representatives from Chardan to review Caravelle’s projections and public comparables.

On December 7, 2021, Mr. Edward Cong Wang and representatives of Chardan held a conference call with Ms. Lisha Ao to discuss Caravelle’s projections, after which Caravelle provided a draft of its financial statements that was under audition process to Pacifico.

On December 9, 2021, Pacifico sent Caravelle a financial due diligence checklist.

On December 16, 2021, Pacifico received a non-binding letter of intent from Caravelle. Caravelle proposed a transaction consideration of $850 million.

On December 17, 2021, Mr. Edward Cong Wang, Pacifico’s CEO and representatives from Chardan had a conference call to discuss a transaction structure that would include initial consideration and earnouts, the issuance of additional shares to Caravelle’s shareholders in the event that certain revenue-based performance milestones were achieved by Caravelle in 2023. Pacifico proposed the below merger consideration to Caravelle:

•        Initial merger consideration: 50 million ordinary shares of the Combined Company;

•        Earnout 1:    15 million ordinary shares of the Combined Company should it achieve revenues of $200 million in the first half of 2023;

•        Earnout 2:    20 million ordinary shares of the Combined Company should it achieve audited revenues of $450 million for 2023.

Between December 17, 2021 and December 30, 2021, Mr. Edward Cong Wang from Pacifico and Dr. Guohua Zhang and Mr. Sai Wang from Caravelle held several conference calls to discuss and negotiate the transaction structure and consideration. Pacifico suggested that a valuation of less than $850 million would be appropriate because:1) Caravelle’s business of wood drying/side products/carbon credit did not have a significant history; and 2) Caravelle’s main business is ocean transportation and the market needs time to understand Caravelle’s new business model. Pacifico proposed the earnout structure described above, which still left opportunity for the current Caravelle stockholders to achieve additional value. Pacifico and Caravelle agreed on the earnout structure and that if the PIPE Investment amount is high enough, the parties would consider modifying the structure to provide Caravelle with up-front transaction consideration of $850 million. Over the course of these discussions, Caravelle agreed to a 1-month exclusivity period and Pacifico agreed that the amount of the PIPE specified in the letter of intent would be set at $20 million to $50 million.

On December 31, 2021, Pacifico and Caravelle signed the letter of intent.

On January 4, 2022, Pacifico, Loeb, Chardan, Caravelle, and Jun He Laws Offices LLP (“JunHe”) as Caravelle’s counsel, had a conference call to discuss drafting the Merger Agreement and other documents.

Between January 5, 2022 and March 18, 2022, Pacifico, Caravelle, JunHe and Loeb held several calls on legal and financial due diligence. In addition, Pacifico engaged Quahe Woo & Palmer (Hong Kong) to conduct lien searches on Caravelle’s subsidiaries in Singapore. On March 15, 2022, Pacifico received the preliminary due diligence report from Loeb, and then Pacifico, Loeb, Caravelle and JunHe held a call to discuss the outstanding due diligence requests, mainly related to Caravelle’s major customers, and to clarify the list of Caravelle’s customers.

Between January 11, 2022 and March 15, 2022, Mr. Edward Wang, Ms. Yi Zhong, representatives from Chardan, Mr. Sai Wang and Ms. Lisha Ao held several conference calls to review the business model, the financial projections, and capital needs of the combined company. Chardan and Pacifico updated their financial, operational and transaction analysis.

On January 12, 2022, Pacifico received the first draft of the Merger Agreement from Loeb.

On January 20, 2022, Loeb emailed the first draft of the Merger Agreement to JunHe. Pursuant to the draft, the transaction consideration was $500,000,000, with an earnout of $350,000,000. All the consideration would be paid in shares of common stock at a price of $10.00 per share. Post the Closing, the draft provided for the PubCo Board to consist of five directors, one of which would be designated by Pacifico, and four of which would be designated by Caravelle. The draft did not provide for any break-up fees or provide for the payment of Pacifico’s extension fees.

On January 26, 2022, Mr. Edward Cong Wang and Ms. Lisha Ao, Mr. Sai Wang held a call to discuss the progress of the reviewing of the Merger Agreement, and decided to have bi-weekly calls every Wednesday.

On February 14, 2022, Mr. Edward Cong Wang, Loeb, Caravelle and JunHe held a call to discuss a potential dual-class structure in PubCo.

On February 18, 2022, Mr. Edward Cong Wang, Dr. Guohua Zhang and Mr. Sai Wang held a call to discuss a potential dual-class structure in PubCo and the timing of the Merger Agreement, as well as potential modifications to Pacifico’s unit structure and the number of board seats to be designated by Pacifico.

On February 23, 2022, Mr. Edward Cong Wang, representatives from Chardan held a call to discuss PubCo’s board seat composition, Pacifico’s unit structure, Pacifico’s sponsor loan, PubCo’s PIPE financing, and Caravelle’s latest responses to financial diligence questions.

On February 24, 2022, Mr. Edward Wang, Ms. Yi Zhong, Mr. Sai Wang and Ms. Lisha Ao, Loeb, and JunHe held a call to discuss the proposed dual-class structure, board seat composition, modifications to Pacifico’s unit structure, Pacifico’s sponsor loan and PubCo’s PIPE financing. Caravelle agreed to a single-class structure, one board seat of PubCo to be designated by Pacifico, and maintaining the existing unit structure. Pacifico and Caravelle agreed to continue discussions on Pacifico’s sponsor loan and PubCo’s PIPE financing on another date.

On March 1, 2022, Mr. Edward Cong Wang, Ms. Yi Zhong Mr. Sai Wang and Ms. Lisha Ao held a conference call to discuss the status of a $60 million PIPE financing. Mr. Sai Wang advised that he expected to have a $60,000,000 PIPE commitment shortly and would like to change the initial merger consideration to $850,000,000 (with no earn-outs). Pacifico, Loeb and Chardan held a conference call to discuss the possibility of removing the earnout structure in favor of increasing the initial consideration.

On March 2, 2022, Pacifico and Loeb held a call to discuss the Merger Agreement and discussed the following changes:

•        The initial merger consideration was changed to $850,000,000 in common stock;

•        The earnout structure was eliminated;

•        PubCo Board would be comprised of nine directors in total, with one being designated by Pacifico;

•        The Merger Agreement End Date is August 31, 2022;

•        Caravelle bears all SPAC extension fees, to the extent any are incurred;

•        Caravelle has two months to secure at least $60,000,000 in a PIPE investment.

Between March 4, 2022 and March 7, 2022, Mr. Edward Wang, representatives from Chardan had several calls to discuss PIPE financing structures. Pacifico recommended that Caravelle approach Subscribers with a convertible preferred structure.

On March 21, 2022, Mr. Edward Wang and representatives from Chardan held a call to review Caravelle’s investor deck, the potential transaction consideration including a reimplementation of the upfront and earnout structure, and Caravelle’s progress on the PIPE financing. Following the conference call, Mr. Edward Wang called Dr. Guohua Zhang to propose the re-implementation of the earnout structure and the initial merger consideration as follows:

•        Initial merger consideration: 50 million ordinary shares of the Combined Company;

•        Earnout 1:    15 million ordinary shares of the Combined Company should it achieve revenues of $200 million in the first half of 2023;

•        Earnout 2:    20 million ordinary shares of the Combined Company should it achieve audited revenues of $450 million for 2023.

On March 22, 2022, Mr. Edward Wang, representatives from Loeb and Chardan held a conference call to discuss the Merger Agreement. The Merger Agreement was revised to include initial merger consideration of $500,000,000 in ordinary shares, an earnout of up to $350 million in ordinary shares, and the requirement that Caravelle deposits any extension fees into Loeb’s escrow account 45 days before September 14, 2022, or Pacifico would receive a break-up fee of $500,000.

Between March 2, 2022 and March 25, 2022, Mr. Edward Wang, representatives from Loeb and Chardan held several conference calls with Caravelle and JunHe to discuss the extension fee, timing to deposit the extension fee and break-up fee. Caravelle accepted the requirement to pay all extension fees and deposit the fee into Loeb’s escrow account 15 days before the extension due dates.

On March 26, 2022, Pacifico sent the Merger Agreement and Caravelle’s investor deck to its board members.

On March 27, 2022, Raymond Gibbs, one of Pacifico’s independent directors, sent 10 due diligence requests to Pacifico relating to the transaction.

On March 28, 2022, Pacifico provided the requested diligence materials to Raymond Gibbs. Later, Pacifico circulated its financial, operational and transaction analysis to its board members.

On April 2, 2022, Mr. Edward Cong Wang, Mr. Sai Wang and Ms. Lisha Ao held a conference call to discuss the size of board of directors of the combined company. Pacifico and Caravelle agreed to reduce the seats of board of directors from 9 to 7, including one board member to be proposed by Pacifico.

On April 3, 2022, Pacifico, Loeb, Chardan, Caravelle, and JunHe held a pre-signing status call. Pacifico and Caravelle reviewed the outstanding items required prior to executing the merger agreement and determined that the signing would take place at 10:00 pm EST on April 5, 2022.

On April 4, 2022, Pacifico held a board meeting to review and consider the transaction. Mr. Cong introduced the background of Caravelle and detailed the key transaction terms. After discussing Caravelle and the key terms of the potential transaction, Pacifico Board voted and unanimously to approve the transaction.

On April 5, 2022, Pacifico executed the Merger Agreement and relevant agreements with Caravelle.

Between June 18 and July 23, 2022, Mr. Edward Wang, Dr. Guohua Zhang, Ms. Lisha Ao and Mr. Sai Wang held several conference calls to discuss the status of the PIPE, and possibility to remove the PIPE as a closing condition. Mr. Edward Wang and Dr. Guohua Zhang agreed to continue the negotiations with potential PIPE investors until a later point, and then revisit whether to eliminate the PIPE closing condition.

On August 4, 2022, Caravelle terminated its relationship with JunHe, and engaged Pryor Cashman LLP (“PC”) as its legal advisor regarding this transaction.

On August 6, 2022, Mr. Edward Wang and Dr. Guohua Zhang held a conference call to discuss eliminating the PIPE closing condition. Both parties agreed to eliminate the PIPE closing condition given market conditions and to seek financing after the Business Combination when conditions improved.

Between August 12 to August 14, 2022, Mr. Edward Wang and Dr. Guohua Zhang discussed to change the August 16, 2022 as the deadline for Caravelle to deposit $575,000 into the Escrow Account to September 6, 2022 as the deadline for Caravelle to deposit the $575,000 into the Trust Account and September 13, 2022 as the deadline for the same $575,000 to reach the Trust Account. Mr. Edward Wang and Dr. Guohua Zhang also agreed to change the Agreement End Date from August 31, 2022 to September 13, 2022 accordingly.

Pacifico Board approved the Amended and Restated Agreement and Plan of Merger reflecting the above changes, among other changes, on August 14, 2022.

On August 15, 2022, Pacifico executed the Amended and Restated Agreement and Plan of Merger which removed PIPE as a closing condition and changed the deadline and account for Caravelle to deposit the first $575,000, among other changes.

The Pacifico Board’s Reasons for Approving the Business Combination

Prior to reaching the decision to approve the Merger Agreement, Pacifico’s directors reviewed Caravelle’s results of the business and financial due diligence conducted by Pacifico’s management and third party legal and financial advisors, which included:

1.      Discussion with Caravelle’s management on business model and the impact of COVID-19 on the business.

2.      Analysis and review of Caravelle’s historical financial statements.

3.      Review of Caravelle’s revenue model.

4.      Interviews with senior executives from various business departments of Caravelle.

5.      Multiple rounds of discussion with CEO and the senior management of Caravelle on future organic growth strategy.

6.      Discussions with the founders of Caravelle on investor support and future capital markets strategy.

7.      Background checks on Caravelle’s current and past key stakeholders.

8.      Review of Caravelle’s material business contracts.

9.      Review of Caravelle’s related party transactions.

10.    Review of prevailing industry changes and challenges in the COVID-19 era for ocean transportation and wood drying business and the possible strategies in facing these changes and challenges.

11.    Legal due diligence review conducted by Pacifico’s legal counsel.

12.    Assessment of total addressable market, its key competitors, competitive advantages, and barriers of entry.

13.  �� Review of revisions to Caravelle’s financial projections. The first draft of financial projections didn’t include revenue from Caravelle’s shipping division, so Pacifico asked Caravelle to revise its financial projections to include the revenue from Caravelle’s shipping division.

When considering the Business Combination with Caravelle, Pacifico Board reviewed the information available, and considered, among other things, the following:

-        Business Model Innovation.    Caravelle is a global marine transportation technology company that expects to combine ocean transportation with carbon neutrality, making full use of the shipping time and space available in marine transportation by recycling exhaust heat to dry the wood during the marine transportation process and completing the wood drying processing during ocean transportation. Octaneseating’s statistics showed that, regardless of the shipping period, the traditional air-drying method takes approximately 8 – 6 months to dry timber naturally, and 6 – 8 weeks for kiln drying. It is worth noting that many countries are gradually closing traditional wood drying kilns which are considered to be high in energy consumption and pollution, resulting in a much lower supply of wood. However, Caravelle’s innovative model, which combines the transport and drying process, significantly reduces the delivery time for each project to approximately 45 days, significantly saving the time compared to traditional kiln drying and natural air drying.

-        Rapid Growth in the Timber Market and Dependence on Maritime Transport.    According to Wood Products Global Market Report 2022, lumber market is expected to grow rapidly from $631.1 billion in 2021 to $684.2 billion in 2022. The market is expected to grow to $903.3 billion by 2026, offering tremendous growth prospects. Marine transportation is the most widely used in international logistics transportation, accounting for more than two-thirds of total international trade volume.

-        Blue Ocean of Demand.    According to the Wood Resources Quarterly (WRQ), Europe and North America increased lumber imports during the first nine months of 2021 by about 3% year-on-year. In ranking order, the fastest-growing export countries in terms of shipments included Finland, Canada, Germany and the Czech Republic.

-        High Customer Viscosity.    Caravelle has stable and long-term customers. Most of its clients are well-known timber buyers in Asia and the world. Such strong relationships have been established for more than 10 years.

-        Other Value-added Opportunities.    A by-product of Caravelle’s kiln drying process is wood vinegar. According to a recent report published by Reports and Data, the wood vinegar market will reach $8 billion by 2028 and is expected to grow at a CAGR of 7.4% from 2020 to 2028. Caravelle expects an annual profit of $3.4 million based on current prices, but according to global price trends, the value of wood vinegar is expected to increase significantly. Caravelle estimates that it will realize $42 million revenue from wood vinegar in 2023 and $160 million in 2025.

-        Carbon Trading Value-added.    Caravelle, through its marine shipping exhaust waste heat recycling process, will use by-products of marine transportation to complete the drying of wood. Compared with the traditional method, Caravelle’s technology can save 0.98 tons of emissions per 1 cubic meter per trip, which would achieve Net-Zero emissions in the supply chain and carbon reduction, allowing it to collect a large number of tradable carbon sinks. It is estimated that by 2024 and 2028, the cumulative savings in emissions will reach 5.2 million tons and 57 million tons respectively.

-        Reasonable Consideration with Earnout Structure.    Because Caravelle’s wood drying, wood vinegar and carbon credits trading businesses will only begin to earn revenues in 2022, the Board believed it was appropriate to defer a portion of the transaction consideration by using an earnout structure. The earnout structure will motivate Caravelle’s management and therefore create more value for Pacifico’s shareholders. Based on such analysis, the post-money valuation of the combined entity taking into account the earnout consideration to be paid is not only fair, but also represents a discount to what Pacifico believes to be the fair market value of the combined entity.

-        The orientation of Caravelle’s development is keeping pace with global progress.    From a macro perspective, after the Kyoto Protocol came into force in 2005, the global market of carbon trading experienced an explosive growth, while governments around the world are actively adapting the low-carbon policies. According to the Climate Action Tracker, an independent scientific analysis, Singapore released a low-emission development long-term strategy in 2020. Emissions will be reduced to about 30 million tons by half in 2025, achieving “net zero emissions” in the second half of this century. The report of The Long-term Strategy of the United States, showed that the United States officially claimed in 2021 that it will achieve net zero emissions by 2025 through a long-term political strategy. According to website of Nature, China, the world’s largest emitter of carbon dioxide, has pledged to be carbon neutral by 2060 and begin to reduce emissions within the next decade. It is also China’s first long-term climate target. In February 2022, crude oil prices increased to a new seven-year high impacted by the Russia-Ukraine conflict and the sanctions and other measures imposed on Russia by the United Kingdom, European Union, the United States and other countries. For the traditional shipping industry, especially in Europe, and those vessels which are powered by heavy oil, there is a great need for new technologies to increase energy conversion efficiency and improve revenue.

-        Experienced Core Team.    The management team is a unique combination of carbon-neutral and ocean transportation field and business experience, led by the CEO Dr. Guohua Zhang, who has more than 20 years of experience in the wood industry, and is the founder of the Honest Timber Group in Gabon, which set up 14 branches worldwide. Moreover, he has participated in the Paris Agreement conference and has a unique insight into industrial carbon neutrality. Mr. Dong Zhang, Chief Shipping Officer, has control over 50 vessels and has deep experience in shipping operation and ship management.

-        Intelligent Platform and systems.    Caravelle has an intelligent platform, including the implementation of ship management data and the monitoring of indicators, and provides real-time carbon-neutral quantitative data (carbon reduction data of each process unit and data collected on wood vinegar). Caravelle implements a 3D dynamic ship monitoring system to realize three-dimensional visualization of the hull WEB can help companies more intuitively view business operation scenarios such as hull exhausted heat recovery and wood drying, ensuring reduced costs and improve efficiency for the company.

The Pacifico Board did not obtain a third-party valuation or fairness opinion in connection with its determination to approve the Business Combination. As noted above, Pacifico’s officers and directors have substantial experience in evaluating the operating and financial merits of companies from a wide range of industries and have concluded that their experience and backgrounds enabled them to make the necessary analyses and determinations regarding the business combination with Caravelle. In addition, Pacifico’s officers and directors and its advisors have substantial experience with mergers and acquisitions. Accordingly, investors will be relying solely on the judgment of the Pacifico Board in valuing Caravelle’s business and assuming the risk that the Caravelle Board may not have properly valued such business.

Pacifico entered into an agreement with Chardan, a U.S.-based investment bank, on November 27, 2021, pursuant to which Chardan was engaged as merger and acquisition advisor and capital markets advisor in connection with the identification of and negotiation with potential targets and other financial advisory services as agreed

upon. Chardan will receive a business combination fee for the Business Combination of Pacifico and Caravelle as based on the aggregate value of the Business Combination in accordance with its agreement. Pursuant to the Merger and Acquisition and Capital Markets Advisory Agreement with Pacifico dated November 17, 2021 and the email confirmation between Pacifico and Chardan, upon the Closing, Chardan will be entitled to $4,625,000 as an M&A fee ($1,618,750 to be paid in cash and $3,006,250 to be paid in PubCo Ordinary Shares at $10.00 per share). Assuming PubCo issues all of the 35,000,000 Earnout Shares after the Closing, Chardan will be entitled to additional $875,000 M&A fee ($306,250 to be paid in cash and $568,750 to be paid by PubCo Ordinary Shares at $10 per share). Chardan is also entitled to reimbursable expenses of up to $25,000. No fee has been paid or will be paid to Chardan for any services related to the valuation of Caravelle.

Caravelle entered into a commission agreement with Apollo on March 24, 2022 and an amendment on July 13, 2022 (collectively the “Commission Agreement”), pursuant to which Caravelle engaged Apollo to act as the consultant in connection with financing investment/public offering/SPAC merger, effective as of August 17, 2021. Pursuant to the Commission Agreement, at the closing of a SPAC merger, Apollo will be entitled to a commission of $750,000.

Summary of Caravelle Financial Analysis and Pacifico Internal Valuation Discussion

The purpose of the summary set forth below does not purport to be a complete description of the financial analysis performed or factors considered by Pacifico nor does the order of the financial analysis described represent the relative importance or weight given to those financial analysis by Caravelle.

The following is a summary of the financial analyses prepared by Pacifico management and reviewed by the board of Pacifico in connection with the valuation of Caravelle. The summary set forth below does not purport to be a complete description of the analysis performed or factors considered by Pacifico nor does the order of the analysis described represent the relative importance or weight given to those analysis by the board of Pacifico. Pacifico may have deemed various assumptions more or less probable than other assumptions, so the implications of the analysis summarized below should not be taken to be Pacifico’s view of the actual value of Caravelle.

Certain Projected Financial Information

The projections set out below were requested by, and disclosed to, Pacifico for use as a component of its overall evaluation of Caravelle and are included in this proxy statement/prospectus because they were provided to the Pacifico Board for its evaluation of the Business Combination. Neither the management of Caravelle nor any of its representatives, advisors or affiliates has made or makes any representation to any person regarding the ultimate performance of Caravelle compared to the information contained in the projections. Although the assumptions and estimates on which the forecasts for revenue and costs are based are believed by Caravelle’s management to be reasonable and based on the best then-currently available information, the financial forecasts are forward-looking statements that are based on assumptions that are inherently subject to significant uncertainties and contingencies, many of which are beyond Caravelle’s control. While all forecasts are necessarily speculative, Caravelle believes that the prospective financial information covering periods beyond twelve months from its date of preparation carries increasingly higher levels of uncertainty and should be read in that context. There will be differences between actual and forecasted results, and actual results may be materially greater or materially less than those contained in the forecasts. Readers of this proxy statement/prospectus, including investors or holders, are cautioned not to place undue reliance on this information. Caravelle will not refer back to the financial projections in its future periodic reports filed under the Exchange Act.

Caravelle made the following preliminary projection on the actual operation of Caravelle and its subsidiaries and the future plan. The projection has considered the current condition of fleet which be consisted with owned or leased transportation ships (including the profited ship). The projection combined several conditions of the fleet, which mainly focus on but not limiting to scale or amount of ships, transportation capacity, main operation routes, transportation fee rate, timber and lumber market price, carbon permits trading market price and other related derivatives market conditions.

The original time scale of projection is from 2022 to 2025. While the projections still reflect the views of Caravelle’s management on future performance, there could be changes in geo-political factors, macro-economic conditions, cyclical nature of the international shipping business, new technology innovations in the wood desiccation business and other factors. As a result of these unpredictable changes, Caravelle believes that the prospective financial information covering periods beyond twelve months from its date of preparation carries

increasingly higher levels of uncertainty. Consequently, Caravelle believes that financial projections for the years 2022 and 2023 should be given greater weight than the financial information for later years. Caravelle will further revise the forecasts to reflect the occurrence of future events prior to the Business Combination.

In order to fully understand the preliminary financial projection, the data must be read together with the text of the summary, as the data alone does not constitute a complete description of the financial analysis performed by Caravelle. Considering the data below without considering all financial projection or factors or the full narrative description of such analysis or factors, including the methodologies and assumptions underlying such analysis or factors, could create a misleading or incomplete view of the processes underlying the financial analysis and Pacifico’s board recommendation.

The following table sets forth the summarized prospective financial information regarding Caravelle for the years 2022, 2023, 2024, and 2025 that was presented to the Pacifico Board:

____________

(1)      Caravelle’s wood drying service contracts are expected to provide wood drying services to its customer during the maritime shipping period at a fixed service fee charge based on the quantity of dried wood produced. The contracts are generally short term. Caravelle’s performance obligation related to providing wood drying services will generally be satisfied over time during the shipment period; therefore revenue related to wood drying service revenue is generally recognized over time using an output measure based upon the quantity of dried wood produced. This measure is used to best depict the Caravelle’s performance.

(2)      Caravelle will produce wood vinegar as a byproduct of its wood drying process and it is expected to have full title and ownership of wood vinegar produced through the wood drying process. Wood vinegar that the Caravelle produces as an output of its wood drying process are able to be separated and sold independent from wood drying service. Therefore, no cost is allocated to the wood vinegar when it is generated. Caravelle expects to sell the wood vinegar to its customer at a fixed price. Revenue on the sale of wood vinegar contract is recognized at the point in time when Caravelle delivers wood vinegar to its customer.

(3)      Caravelle is expected to generate carbon credits through its wood-drying process and it is expected to have full title and ownership of the related carbon credits generated. Carbon credits that Caravelle generates as an output of its wood drying process are able to be separated and sold independently from wood drying service. Therefore, no cost is allocated to carbon credits when it is generated. Revenue is expected to be recognized on these carbon credits when there is an agreement in place to monetize the credits at a determinable price. The Company recognizes Carbon credits revenue at the point in time in which the customer obtains control of the carbon credits, which is generally when the title of the carbon credits passes to the customer.

(4)      Caravelle’s fire protection service contracts are expected to provide wood surface processing (fire protection) service to its customer during maritime shipping period at a fixed service fee charge based on the quantity of processed wood produced. The contracts are generally short term. Caravelle’s performance obligation related to providing wood surface processing will generally be satisfied over time during the shipment period; therefore revenue related to fire protection service revenue is generally recognized over time using an output measure based upon the quantity of processed wood produced. This measure is used to best depict the Caravelle’s performance.

(5)      Under a voyage contract, Caravelle is engaged to provide the transportation of cargo between specific ports in return for ocean freight payment of an agreed upon freight per ton of cargo. Caravelle’s voyage contracts generally do not contain cancelable provisions. A voyage is deemed to commence when a vessel was available for loading and was deemed to end upon the completion of the discharge of the cargo. For voyage contracts, the customer simultaneously receives and consumes the benefits provided by Caravelle performance over the voyage period because of the continuous transfer of control to the customer. Customers receive the benefit of Caravelle’s services as the goods are transported from one

location to another. As control transfers over time, Caravelle recognizes revenue ratably from port of loading to when the charterer’s cargo is discharged based on the relative transit time completed in each reporting period. Estimated losses on voyages are provided for in full at the time such losses become evident.

Below are the financial projections for the years 2022 and 2023, which Caravelle believes are more reliable that the subsequent years presented to Pacifico Board. These projections are the same as those presented to the Pacifico Board of Directors.

____________

(1)      Caravelle’s wood drying service contracts are expected to provide wood drying services to its customer during the maritime shipping period at a fixed service fee charge based on the quantity of dried wood produced. The contracts are generally short term. Caravelle’s performance obligation related to providing wood drying services will generally be satisfied over time during the shipment period; therefore revenue related to wood drying service revenue is generally recognized over time using an output measure based upon the quantity of dried wood produced. This measure is used to best depict the Caravelle’s performance.

(2)      Caravelle will produce wood vinegar as a byproduct of its wood drying process and it is expected to have full title and ownership of wood vinegar produced through the wood drying process. Wood vinegar that the Caravelle produces as an output of its wood drying process are able to be separated and sold independent from wood drying service. Therefore, no cost is allocated to the wood vinegar when it is generated. Caravelle expects to sell the wood vinegar to its customer at a fixed price. Revenue on the sale of wood vinegar contract is recognized at the point in time when Caravelle delivers wood vinegar to its customer.

(3)      Caravelle is expected to generate carbon credits through its wood-drying process and it is expected to have full title and ownership of the related carbon credits generated. Carbon credits that Caravelle generates as an output of its wood drying process are able to be separated and sold independently from wood drying service. Therefore, no cost is allocated to carbon credits when it is generated. Revenue is expected to be recognized on these carbon credits when there is an agreement in place to monetize the credits at a determinable price. The Company recognizes Carbon credits revenue at the point in time in which the customer obtains control of the carbon credits, which is generally when the title of the carbon credits passes to the customer.

(4)      Caravelle’s fire protection service contracts are expected to provide wood surface processing (fire protection) service to its customer during maritime shipping period at a fixed service fee charge based on the quantity of processed wood produced. The contracts are generally short term. Caravelle’s performance obligation related to providing wood surface processing will generally be satisfied over time during the shipment period; therefore revenue related to fire protection service revenue is generally recognized over time using an output measure based upon the quantity of processed wood produced. This measure is used to best depict the Caravelle’s performance.

(5)      Under a voyage contract, Caravelle is engaged to provide the transportation of cargo between specific ports in return for ocean freight payment of an agreed upon freight per ton of cargo. Caravelle’s voyage contracts generally do not contain cancelable provisions. A voyage is deemed to commence when a vessel was available for loading and was deemed to end upon the completion of the discharge of the cargo. For voyage contracts, the customer simultaneously receives and consumes the benefits provided by Caravelle performance over the voyage period because of the continuous transfer of control to the customer. Customers receive the benefit of Caravelle’s services as the goods are transported from one location to another. As control transfers over time, Caravelle recognizes revenue ratably from port of loading to when the charterer’s cargo is discharged based on the relative transit time completed in each reporting period. Estimated losses on voyages are provided for in full at the time such losses become evident.

Caravelle’s financial forecasts are based on the continued growth of the shipping market due to the global capacity constraints caused by the pandemic, the market growth in timber imports and the continued prosperity of the carbon trading market in the context of global net zero emissions goal. The detailed transportation shipping fee and timber drying fee revenue include shipping fee of $120-150/cubic meter for Africa routes and $50/cubic meter

for Indonesia routes. The end of the year and the beginning of the year are low seasons, generally in March and April, and June and July are the peak season. Caravelle expects the timber drying revenue will be $100-150/cubic meter for African routes and $80-100/cubic meter for Indonesia routes. At the same time, from the perspective of cost items, Caravelle’s costs mainly comprise transportation costs, vessel rental and purchase cost, operating costs, Co-tech equipments implementation costs, and continuous research and development investment.

Caravelle’s current business operations are in ocean transportation. In the coming years, it expects to initiate operations in wood drying, wood vinegar manufacturing, carbon credits and fire protection. The ocean transportation segment is the base business of transporting cargo on Caravelle’s fleet. Caravelle’s technologies allow for wood drying, wood vinegar manufacturing and fire protection to occur during the ocean transportation of timber which, in turn, enables the generation of carbon credits. Caravelle does not have definitive sales agreements in place for wood drying, wood vinegar, carbon credits trading or fire protection. However, Singapore Garden, a subsidiary of Caravelle, has entered into certain framework agreements with China Forestry Materials (Zhangjiagang) Corporation Limited, China Plaited Products Imp. & Exp. Corp. Ltd., Shanghai Junhao Imp. & Exp. Corp. Ltd., and Shanghai Fujie Imp. & Exp. Corp. Ltd. Under the agreement with China Forestry Materials (Zhangjiagang) Corporation Limited, Singapore Garden agrees to provide 180,000 cubic meter of desiccated wood between January 1, 2022 and December 31, 2024, with the price and other terms and conditions to be finalized in the definitive purchase agreements. Under the agreement with China Plaited Products Imp. & Exp. Corp. Ltd., Singapore Garden agrees to sell or provide desiccation service for 180,000 cubic meter of wood between December 29, 2022 and December 28, 2024 at an aggregate price of 60 million US Dollars, with the terms and conditions to be finalized in the definitive purchase agreements. Under the agreement with Junhao Imp. & Exp. Corp. Ltd, Singapore Garden agrees to sell or provide desiccation service for 200,000 cubic meter wood between January 24, 2022 and January 23, 2024 at an aggregate price of 72 million US Dollars, with terms and conditions to be finalized in the definitive purchase agreements. Under the agreement with Junhao Imp. & Exp. Corp. Ltd, Singapore Garden agreed to sell or provide desiccation service for 200,000 cubic meter of wood between January 20, 2022 and January 19, 2024 at an aggregate price of 90 million US Dollars, with the other terms and conditions to be finalized in the definitive purchase agreements.

Although currently, the CO-Tech business line has yet to launch, several strategic purchase agreements were already collected from China, due to China’s currently active policy push for carbon neutral companies. However, Caravelle believes the most significant market for its CO-Tech business is in Europe. In February 2022, crude oil prices increased to a new seven-year high impacted by the Russia-Ukraine conflict and the sanctions and other measures imposed on Russia by the United Kingdom, European Union, the United States and other countries. For the traditional shipping industry, especially in Europe, and those vessels which are powered by heavy oil, there is a great need for new technologies to increase energy conversion efficiency and improve revenue. As of the date of this proxy statement/prospectus, since the CO-Tech business line has yet to launch, Caravelle can only collect limited purchase agreements, which has not yet included customers from Europe.

In preparation of the projections, Caravelle considered a number of factors and made various material assumptions based on best estimates at the time the projections were prepared and that speak only as of that time. These factors and various material assumptions include:

•        Market forecasts of continued demand for the global transportation of timber;

•        Market forecasts of continued demand for dried and fireproofed timber and the by-products of its timber processing including wood vinegar;

•        Market forecasts of continued demand for carbon credits;

•        Projected revenue is based on a variety of operational assumptions, including average transportation and selling prices for its timer and related goods. Additionally, the forecast assumes that Caravelle will continue to generate revenues from its continued participation in the ocean-based transportation of timber, launch its wood drying business in 2022, and launch its wood vinegar manufacturing and fire protection in 2023. Additionally, Caravelle has assumed that it will achieve VVB certification in 2023 which will allow it to begin trading carbon credits in that same year. Caravelle management estimated that total revenue would be $239.05 million, $501 million and $1,085 million in 2022, 2023 and 2024, respectively.

•        Projected expenditures are driven in part by the costs associated with Caravelle’s ability to own or lease ships and the refitting of those ships to support its revenue generating activities. Due to the port congestion, Caravelle focused on Indonesian routes in the first half of 2022 and then expanded to African routes gradually. Holding other items constant, the increase in fleet scale would be the key assumption relating to Caravelle’s future growth. The detailed fleet expansion plan is as follows:

(a)     At present and in the future, the routes of Caravelle Group and its subsidiaries engaged in ocean transportation are mainly concentrated in two major routes: African routes and Indonesian routes. The ships run about 5-6 times a year; the loading capacity of ships used in African routes is about 45,000 cubic meters, and the loading capacity of ships used in Indonesian routes is about 5,000 cubic meters;

(b)     The number of ships owned and leased by Caravelle Group and its subsidiaries will be 5 in 2022 and Caravelle expects and this number to increase to over 50 by 2025, assuming that it maintains its favorable net profit and cash flow positions which would allow it to keep expanding its fleet of ships;

(c)     The owned ship will account for around 30%-35% in 2022 and stable in 20%-30% in future years.

The detail of fleet scale forecast is following:

•        Caravelle expects to acquire 8 vessels by the end of 2023. In 2024 and 2025, it expects to further acquire 2 to 3 vessels each year, depending on the market condition and its business needs. Caravelle tends to purchase older vessel as a more reasonable option, since the lower fuel efficiency of the older vessel can be more effectively improved by CO-Techs’s modifications. This projection is based on the projected revenues of Caravelle’s CO-Tech business line, and fact that following the standard of the shipping industry, Caravelle is typically only obligated to pay around 20% of the total purchase price as down payment to obtain ownership of ships, with the later installments paid over several years in a negotiable schedule analogous to real estate mortgage payment schedules. Currently, as of the third quarter of 2022, traditional ocean shipping fees and profitability are close to a historical high water mark. In accordance, vessel purchase and charter costs are both at historically high levels. Based on internal projections, Caravelle expects these to drop to lower levels in 2023, which would then present a more suitable opportunity to launch its CO-Tech business. Caravelle believes that a reasonable total purchase price (which is paid on an installment schedule) for an older vessel unit required for CO-Tech business line is around $5 million – $10 million per vessel.

•        Singapore Garden, a subsidiary of Caravelle, has purchased a vessel from Hanpu for testing and trial operation purposes at CNY 3,500,000 (approximately $522,388). Singapore Garden has also entered into an agreement with TSS, leasing one vessel. Singapore Garden also expects to lease three additional vessels after the Business Combination as the initial fleet for the CO-Tech business.

•        Caravelle will increase its number of controllable ships via lease or purchasing according to the then current market conditions and needs. Other key assumptions impacting Caravelle’s projected expenditures including headcount, engineering and product development expenses, but excluding costs associated with public company operations, marketing, and compliance.

Caravelle does not as a matter of course make public projections as to future sales, earnings or other results. However, Caravelle’s management has prepared the prospective financial information set forth in this section, Summary of Caravelle Financial Analysis and Pacifico Internal Valuation Discussion, to present the key elements of the forecasts provided to Pacifico. The accompanying prospective financial information was not prepared with a view toward public disclosure or with a view toward complying with the guidelines established by the American Institute of Certified Public Accountants with respect to prospective financial information, but, in the view of Caravelle’s management, was prepared on a reasonable basis, reflected the best currently available estimates and judgments at the time the information was delivered to Caravelle, and presented, to the best of management’s knowledge and belief, the expected course of action and the expected future financial performance of Caravelle at the time the information were delivered to Pacifico. However,

PROPOSAL NO. 2
THE REDOMESTICATION PROPOSAL

The discussion in this proxy statement/prospectus of the Business Combination and the principal terms of the Merger Agreement, is subject to, and is qualified in its entirety by reference to, the Merger Agreement. The full text of the Merger Agreement is attached hereto as Annex A, which is incorporated by reference herein.

Purpose of the Redomestication Proposal

The purpose of the Redomestication is to establish a Cayman Islands exempted company as the parent entity of Caravelle and Pacifico that would be a “foreign private issuer” as that term is defined under the Exchange Act. As a result of the Redomestication, the Pacifico stockholders will no longer be stockholders of Pacifico and (other than the Pacifico stockholders who exercise their redemption rights) will become shareholders of PubCo, a foreign private issuer. As a foreign private issuer, PubCo is exempt from compliance with certain of the rules under the Exchange Act.

As a foreign private issuer, PubCo will be exempt from the rules under the Exchange Act, prescribing the furnishing and content of proxy statements, and its officers, directors and principal shareholders will be exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. In addition, PubCo will not be required under the Exchange Act to file quarterly periodic reports and financial statements with the SEC, and will not be required to disclose in its periodic reports all of the information that U.S. domestic issuers are required to disclose. PubCo will also be permitted to follow corporate governance practices in accordance with Cayman Islands law in lieu of most of the corporate governance rules set forth by Nasdaq. As a result, PubCo’s corporate governance practices differ in some respects from those required to be followed by U.S. companies listed on a national securities exchange.

Summary of the Redomestication

Pursuant to the terms of the Merger Agreement, (a) Merger Sub 1 will merge with and into Caravelle pursuant to the Initial Merger, the separate existence of Merger Sub 1 will cease and Caravelle will be the surviving corporation of the Initial Merger and a direct wholly owned subsidiary of PubCo, and (b) following confirmation of the effective filing of the Initial Merger but on the same day, Merger Sub 2 will merge with and into Pacifico pursuant to the SPAC Merger, the separate existence of Merger Sub 2 will cease and Pacifico will be the surviving corporation of the SPAC Merger and a direct wholly owned subsidiary of PubCo. Accordingly, once the Merger is effective, a “redomestication” from Delaware to Cayman Islands will have taken place (sometimes referred to herein as the “Redomestication”). In connection with the Merger and Redomestication, all outstanding Pacifico Units will separate into their individual components of Pacifico Common Stock and Pacifico Rights and will cease separate existence and trading. Upon the consummation of the Business Combination, the current equity holdings of the Pacifico stockholders shall be exchanged as follows:

(i)     Each share of Pacifico Common Stock, issued and outstanding immediately prior to the effective time of the Merger (other than any redeemed shares), will automatically be cancelled and cease to exist and for each share of such Pacifico Common Stock, PubCo shall issue to each Pacifico stockholder (other than Pacifico stockholders who exercise their redemption rights in connection with the Business Combination) one validly issued PubCo Ordinary Share, which, unless explicitly stated herein, shall be fully paid; and

(ii)    The holders of Pacifico Rights issued and outstanding immediately prior to the effective time of the Merger will receive one-tenth (1/10) of one PubCo Ordinary Share in exchange for the cancellation of each Pacifico Right; provided, however, that no fractional shares will be issued and all fractional shares will be rounded to the nearest whole share.

Differences between PubCo’s Amended and Restated Memorandum and Articles of Association that will become effective immediately prior to the completion of the Business Combination and Pacifico’s Certificate of Incorporation

Following is a summary of the material differences between the Amended and Restated Memorandum and Articles of Association of PubCo to be in effect immediately prior to the completion of the Business Combination and Pacifico’s amended and restated certificate of incorporation:

•        The name of the new public entity will be “Caravelle International Group” as opposed to “Pacifico Acquisition Corp.”;

•        PubCo has [500,000,000] ordinary shares authorized, as opposed to Pacifico having 10,000,000 authorized shares of common stock;

•        PubCo’s corporate existence is perpetual as opposed to Pacifico’s corporate existence terminating if a business combination is not consummated by Pacifico within a specified period of time; and

•        PubCo’s constitutional documents do not include the various provisions applicable only to special purpose acquisition corporations that Pacifico’s amended and restated certificate of incorporation contains.

Authorized but unissued ordinary shares may enable PubCo Board to render it more difficult or to discourage an attempt to obtain control of PubCo and thereby protect continuity of or entrench its management, which may adversely affect the market price of PubCo’s shares. For example, if, in the due exercise of its fiduciary obligations, for example, PubCo Board were to determine that a takeover proposal were not in the best interests of PubCo, such shares could be issued by the board of directors without shareholder approval in one or more private placements or other transactions that might prevent or render more difficult or make more costly the completion of any attempted takeover transaction by diluting voting or other rights of the proposed acquirer or insurgent stockholder group, by creating a substantial voting bloc in institutional or other hands that might support the position of the incumbent board of directors, by effecting an acquisition that might complicate or preclude the takeover, or otherwise. The authorization of additional shares will, however, enable PubCo to have the flexibility to authorize the issuance of shares in the future for financing its business, for acquiring other businesses, for forming strategic partnerships and alliances and for dividends and share splits. PubCo currently has no such plans, proposals, or arrangements, written or otherwise, to issue any of the additional authorized shares for such purposes.

A copy of PubCo’s Amended and Restated Memorandum and Articles of Association, as will be in effect immediately prior to the completion of the consummation of the Business Combination, is attached to this proxy statement/prospectus as Annex B. See also the Section titled “Comparison of Shareholder’s Rights” on page 179 of this proxy statement/prospectus.

Material U.S. Federal Income Tax Consequences

The following is a general discussion of the material U.S. federal income tax consequences of (i) the Business Combination to U.S. Holders of Pacifico Common Stock (excluding any redeemed shares) and Pacifico Rights (collectively, the “Pacifico securities”), (ii) the subsequent ownership and disposition of PubCo Ordinary Shares received in the Business Combination and (iii) the exercise of redemption rights by Pacifico stockholders that are U.S. Holders. In addition, the following includes a general discussion of certain U.S. federal income tax consequences of the Business Combination to Pacifico and PubCo.

This discussion is based on provisions of the Code, the Treasury Regulations promulgated thereunder (whether final, temporary, or proposed), administrative rulings of the IRS, and judicial decisions, all as in effect on the date hereof, and all of which are subject to differing interpretations or change, possibly with retroactive effect. This discussion does not purport to be a complete analysis or listing of all potential U.S. federal income tax considerations that may apply to a holder as a result of the Business Combination or as a result of the ownership and disposition of PubCo Ordinary Shares. In addition, this discussion does not address all aspects of U.S. federal income taxation that may be relevant to particular holders nor does it take into account the individual facts and circumstances of any particular holder that may affect the U.S. federal income tax consequences to such holder, and accordingly, is not intended to be, and should not be construed as, tax advice. This discussion does not address the U.S. federal 3.8% Medicare tax imposed on certain net investment income or any aspects of U.S. federal taxation

the characterization of the Pacifico Rights that would be adopted by the IRS or a court of law. Accordingly, U.S. Holders of Pacifico Rights are urged to consult with their tax advisors regarding the treatment of their Pacifico Rights in connection with the Merger.

If the Merger qualifies as a transaction governed by Section 351 of the Code and the requirements of Section 367(a) of the Code described above are satisfied, and subject to the discussion above regarding Pacifico Rights, a U.S. Holder that exchanges its Pacifico securities in the Business Combination for PubCo Ordinary Shares generally should not recognize any gain or loss on such exchange. In such case, the aggregate adjusted tax basis of the PubCo Ordinary Shares received in the Business Combination by a U.S. Holder should be equal to the adjusted tax basis of the Pacifico securities surrendered in the Business Combination in exchange therefor.

A U.S. Holder’s holding period for the PubCo Ordinary Shares received in the exchange should include the holding period for the Pacifico securities surrendered in the exchange.

If the Merger qualifies as a transaction governed by Section 351 of the Code, and the requirements of Section 367(a) of the Code are not satisfied, a U.S. Holder may recognize gain (but not loss) as a result of the Merger.

If the Merger fails to qualify for tax-deferred treatment for a reason other than the application of Section 367(a) of the Code, the Merger will be a fully taxable transaction for U.S. federal tax purposes. In that case, a U.S. Holder that exchanges its Pacifico securities for the consideration under the Business Combination will recognize gain or loss equal to the difference between (i) the sum of the fair market value of the PubCo Ordinary Shares received and (ii) the U.S. Holder’s adjusted tax basis in the Pacifico securities exchanged. A U.S. Holder’s aggregate tax basis in the PubCo Ordinary Shares received will be the fair market value of those securities on the date the U.S. Holder receives them. The U.S. Holder’s holding period for the PubCo Ordinary Shares received pursuant to the Business Combination will begin on the day after the date the U.S. Holder receives such PubCo Ordinary Shares. Such gain or loss will be a capital gain or loss and will be a long-term capital gain or loss if the U.S. Holder’s holding period for the Pacifico securities exceeds one year at the time of the Business Combination. Long-term capital gains of non-corporate U.S. Holders, including individuals, currently are subject to reduced rates of U.S. federal income taxation. It is unclear, however, whether the redemption rights with respect to the Pacifico securities have suspended the applicable holding period for this purpose. The deductibility of capital losses is subject to limitations under the Code. Any such gain or loss recognized by a U.S. Holder will generally be treated as U.S. source gain or loss.

U.S. Holders should consult their own tax advisors as to the particular consequences to them of the exchange of Pacifico securities for PubCo Ordinary Shares pursuant to the Business Combination, the qualification of the Merger as a tax-free exchange, and the potential application of Section 367(a) to the Merger, and the consequences of exchanging Pacifico Rights.

Material U.S. Federal Income Tax Consequences of Exercising Redemption Rights

In the event that a U.S. Holder elects to redeem its Pacifico Common Stock for cash, the treatment of the transaction for U.S. federal income tax purposes will depend on whether the redemption qualifies as sale or exchange of the Pacifico Common Stock under Section 302 of the Code or is treated as a distribution under Section 301 of the Code with respect to the U.S. Holder. If the redemption qualifies as a sale or exchange of the Pacifico Common Stock, the U.S. Holder will be treated as recognizing capital gain or loss equal to the difference between the amount realized on the redemption and such U.S. Holder’s adjusted tax basis in the Pacifico Common Stock surrendered in such redemption transaction. Any such capital gain or loss generally will be long-term capital gain or loss if the U.S. Holder’s holding period for the Pacifico Common Stock redeemed exceeds one year. Long-term capital gains recognized by non-corporate U.S. Holders will be eligible to be taxed at reduced rates. It is unclear, however, whether the redemption rights with respect to the Pacifico Common Stock may prevent a U.S. Holder from satisfying the applicable holding period requirement. The deductibility of capital losses is subject to limitations.

If the redemption does not qualify as a sale or exchange of Pacifico Common Stock, the U.S. Holder will be treated as receiving a corporate distribution. Such distributions generally will constitute dividends for U.S. federal income tax purposes to the extent paid from Pacifico’s current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Distributions in excess of current and accumulated earnings and profits will constitute a return of capital that will be applied against and reduce (but not below zero) the U.S. Holder’s adjusted tax basis in the Pacifico Common Stock. Any remaining excess will be treated as gain realized on the sale

It is a condition to the obligations of Pacifico and Caravelle to close the Business Combination that the PubCo Ordinary Shares be approved for listing on Nasdaq. As a result, if the Nasdaq Proposal is not adopted, the Business Combination may not be completed.

Vote Required for Approval

Assuming that a quorum is present at the Special Meeting, the affirmative vote of the majority of the issued and outstanding shares of Pacifico Common Stock present by virtual attendance or represented by proxy at the Special Meeting on this Proposal 3 is required to approve the Nasdaq Proposal. An abstention will have the effect of a vote “AGAINST” Proposal 3.

This Proposal 3 is conditioned on the approval of the Business Combination Proposal and the Redomestication Proposal. If the Business Combination Proposal or the Redomestication Proposal is not approved, Proposal 3 will have no effect even if approved by Pacifico’s stockholders. Because stockholder approval of this Proposal 3 is a condition to completion of the Business Combination under the Merger Agreement, if this Proposal 3 is not approved by Pacifico stockholders, the Business Combination will not occur unless Pacifico and Caravelle waive the applicable closing condition.

Recommendation of the Pacifico Board

The Pacifico Board recommends a vote “FOR” adoption of the Nasdaq Proposal.

The existence of financial and personal interests of one or more of Pacifico’s directors or officers may result in a conflict of interest on the part of such director(s) or officer(s) between what he or they may believe is in the best interests of Pacifico and its stockholders and what he or they may believe is best for himself or themselves in determining to recommend that stockholders vote for the proposals. See the section titled “Proposal No. 1 — The Business Combination Proposal — Interests of Certain Persons in the Business Combination” for a further discussion.

PROPOSAL No. 4
THE ADJOURNMENT PROPOSAL

Purpose of the Adjournment Proposal

In the event there are not sufficient votes for, or otherwise in connection with, the adoption of the Business Combination Proposal, the Redomestication Proposal, and the Nasdaq Proposal, the Pacifico Board may adjourn the Special Meeting to a later date, or dates, if necessary, to permit further solicitation of proxies.

Pacifico has until September 16, 2022 to consummate the Business Combination. In addition, if Pacifico anticipates that it may not be able to consummate the Business Combination by September 16, 2022, Pacifico’s insiders or their affiliates may, but are not obligated to, extend the period of time to consummate the Business Combination two times by an additional three months each time (until up to March 16, 2023 to complete the Business Combination). In no event will Pacifico seek adjournment which would result in soliciting of proxies, having a stockholder vote, or otherwise consummating a business combination after March 16, 2023.

Required Vote

Approval of the Adjournment Proposal requires the affirmative vote of the holders of a majority of the shares of Pacifico Common Stock as of the record date represented in person or by proxy at the Special Meeting and entitled to thereon. Adoption of the Adjournment Proposal is not conditioned upon the adoption of any of the other Proposals.

Recommendation of the Pacifico Board

The Pacifico Board recommends a vote “FOR” adoption of the Adjournment Proposal.

CARAVELLE’S BUSINESS

Brief History of Caravelle

Caravelle is a global ocean technology company. It began its business operations in the traditional ocean shipping industry with its plan to expand into the carbon neutral ocean technology (“CO-Tech”) industry. Caravelle’s CO-Tech industry has no historical operations and has not generated revenue as of the date of this proxy statement/prospectus.

Caravelle was incorporated in the Cayman Islands in 2021 as a holding company. By the end of October 2021, Caravelle had completed a reorganization of its corporate structure. On April 19, 2021, Caravelle formed a wholly-owned subsidiary SGEX Group Co., Ltd (“SGEX”) in the British Virgin Islands. On October 8, 2021, SGEX acquired 90% interest in Topsheen Shipping Group Corporation (“TSGC”), a company incorporated in Samoa in 2012. In 2016, TSGC acquired a 51% ownership interest in Topsheen Shipping Singapore Pte. Ltd., a Singapore company that has been operating in the international shipping business since 2015 (“TSS”), and further increased its ownership interest to 61% in 2019. In March 2019, Topsheen Bulk Singapore Pte. Ltd, a Singapore company (“TBS,” and together with TSGC and TSS, the “Topsheen Companies”) was formed. In June 2019, TSS obtained 60% of TBS’s shares, and subsequently, in October 2021 purchased the rest 40% of shares from Keen Best Shipping Co., Limited, a company controlled by Mr. Dong Zhang, a director and Chief Shipping Officer of Caravelle.

While setting a steady foot in the international shipping services business, Caravelle is in the process of launching its planned new carbon neutral ocean technology (“CO-Tech”) business. As part of this plan, on June 12, 2020, Singapore Garden Technology Pte. Ltd. (“Singapore Garden”) was formed to operate the CO-Tech business. On August 3, 2021, SGEX became 100% owner of Singapore Garden.

Corporate Structure of Caravelle

The following diagram depicts Caravelle’s current organizational structure. Unless otherwise indicated, equity interests depicted in this diagram are held at 100%.

Overview of Caravelle’s Business

Caravelle is an ocean technology company providing international shipping services, as well as pioneering a carbon neutral solution for wood desiccation — the company’s CO-Tech solution. Caravelle has invented the process of commercializing a novel approach towards saving time, saving space, and repurposing of engine heat and by-products to integrate the traditional industries of international shipping and wood drying into a carbon neutral solution that satisfies both sets of demands.

Caravelle’s business comprises of two sectors: the traditional business in international shipping, operated by the Topsheen Companies (Topsheen Shipping Group Corporation (Samoa) and its subsidiaries) and the new CO-Tech business under Singapore Garden. As the traditional business, Caravelle’s international shipping business has generated all revenues in Caravelle’s financial statements contained this proxy statement/prospectus. The CO-Tech business is a new development building upon the existing shipping business. It enables wood desiccation during the maritime shipping process, with full utilization of the shipping time, space, and the waste heat of exhaust gas from the shipping vessels. Caravelle expects to launch its CO-Tech business in the fourth quarter of 2022 and expects the CO-Tech sector to generate over 70% of Caravelle’s revenue by the end of 2025.

Caravelle is headquartered in Singapore. Currently, Caravelle derives the majority its revenue from shipping for customers in Asia, such as Singapore, Dubai, Korea, Japan, and India. In both fiscal years 2020 and 2021, Caravelle derived more than 60% of its revenues from customers outside of China, and more than 70% of the cash transfer payments between Caravelle and its customers are between banks outside China, Hong Kong and Macau.

Caravelle’s International Shipping Business

Currently, Caravelle derives substantially all of its revenue from its global international shipping and logistics support services, where it expects steady growth. Caravelle operates its international shipping and logistics services through its subsidiaries: Topsheen Shipping Singapore Pte. Ltd. and Topsheen Bulk Singapore Pte. Ltd. Its international shipping services generated revenues of $96,672,676 in the six months ended April 30, 2022, an increase of 59.4% compared with its revenues of $60,659,396 in the six months ended April 30, 2021. Its international shipping services generated revenues of $121,961,057 in FY 2021, an increase of 55.7% compared with its revenues of $78,351,444 in FY 2020.

Vessel Chartering

As of the date of this proxy statement/prospectus, Caravelle does not own any vessels itself and runs an asset-light business model. Through the Topsheen Companies, Caravelle charters vessels from various shipping companies and ship owners, which allows for the flexibility required by Caravelle’s diverse services. The long-term relationships between the Topsheen Companies and the shipping companies and ship owners increases the certainty of vessel availability while reducing the risks and costs of charter rate fluctuations.

By chartering more than 50 carriers each year, Caravelle currently provides an annual shipping capacity of approximately 3 million deadweight tonnage (DWT). Caravelle’s regular routes cover over 50 countries and 100 ports in Africa, Asia, and the Americas, including a route from East Asia to South America, covering the east coast of Central and South America, including most of Brazil’s major ports. Caravelle also handles bulk cargo shipping of iron ores, manganese ores, and grain from both sides of the Atlantic to East Asia.

Types of Shipping Services

As of the date of this proxy statement/prospectus, Caravelle’s international shipping revenue derives mainly from transportation services under voyage contracts and vessels service for and on behalf of ship owners.

Under a voyage contract, Caravelle is engaged to provide the transportation of cargo between specific ports for payment of an agreed-upon freight per ton of cargo. Caravelle’s voyage contracts generally do not contain cancellable provisions. A voyage generally commences when a vessel is available for loading the cargo and ends upon the completion of the discharge of the cargo. The customers of voyage contracts receive and consume the benefits provided by Caravelle’s performance over the voyage period, when the cargo is transported from one location to another. Caravelle has a flexible freight shipping model, under which Caravelle may ship in voyage either freight from one single large customer, or aggregate freight from multiple smaller customers.

Additionally, Caravelle, through the Topsheen Companies, contracts with various customers to carry out vessel services for vessels as agents for and on behalf of ship owners. These services include lease of vessels on behalf of the ship owners, and commercial management. As the operator of the vessels, Caravelle is committed to using its best efforts to provide the agreed upon vessel services as agents for and on behalf of the ship owners and to protect and promote the interest of the shipowners in all matters relating to the provision of the services. Most of the vessel service agreements span one year or less and are typically billed on a monthly basis.

Although Topsheen Shipping Limited supplies most of the ships for Caravelle’s shipping business, Caravelle also maintains long-term cordial relationships with other ship owners. Caravelle typically enters into contracts with the ship owners on a twelve-month term to reduce the risk of charter rate fluctuations. Occasionally, Caravelle charters vessels on the spot market.

The CO-Tech Solution

The CO-Tech business sector is developed based on the solid foundation of Caravelle’s international shipping business. The CO-Tech business integrates international shipping with wood drying and carbon trading. Caravelle plans to conduct its CO-Tech business through its subsidiary, Singapore Garden.

In the fourth quarter of 2022, Caravelle expects to launch its CO-Tech business in wood desiccation, an important supply chain step in the wood industry. Some of the key steps of wood processing include woodcutting, wood desiccation or drying, wood gluing, and wood surface processing. Caravelle will provide desiccation service for timber suppliers and sell the dried wood to downstream companies in the wood industry. At the launch stage of the CO-Tech business, Caravelle plans to purchase cut wood (known as green timber) from suppliers, then dry the wood during maritime shipping on the vessels Caravelle operates, and finally sell the dried wood to downstream participants in wood processing. Once this business is stabilized after its launch stage, Caravelle expects to transform into a wood desiccation service provider, drying wood for the timber suppliers and delivering the desiccated wood to the downstream customers at the shipment destination. As of the date of this proxy statement/prospectus, Caravelle has entered into a strategic agreement with Honest Timber Gabon Co. Ltd., a supplier of timber. Although as of the date of this proxy statement/prospectus, the CO-Tech business line has yet to launch, many strategic purchase agreements were already collected from China, due to China’s policy current push for carbon neutral companies. Caravelle has also entered into strategic agreements to provide dried wood or wood desiccation service to China Forestry Materials (Zhangjiagang) Corp. Ltd., China Plaid Imp. & Exp. Corp. Ltd., Shanghai Junhao Imp. & Exp. Corp. Ltd., and Shanghai Fujie Imp. & Exp. Corp. Ltd. As of the date of this proxy statement/prospectus, Caravelle has entered into a strategic agreement with New Galion, a company controlled by Caravelle’s Chief Shipping Officer Dong Zhang, to purchase wood desiccation equipment to be applied on vessels. Pursuant to the strategic agreement with New Galion, Caravelle has contracted to purchase four (4) sets of equipment satisfying the technical and quality standards as set forth in a certain 48500 Drybulk Wood Desiccation System Utilizing Waste Heat Technical Standards Agreement between Caravelle and New Galion at an aggregate price of 127,021,000 Hong Kong Dollars (approximately 16.2 million USD). The payment and delivery dates for the four sets of equipment are to be designated at Caravelle’s request. Caravelle has entered into a lease with TSS to rent one vessel to operate the CO-Tech business, and plans to rent three additional vessels for the CO-Tech business shortly after the Business Combination. The desiccation equipment will be installed on these vessels as the initial fleet carrying out the CO-Tech business. Singapore Garden has additionally purchased a wood desiccation vessel for testing and trial operation from Hanpu at approximately $522,000. Caravelle believes that the agreements with Hanpu, New Galion, and TSS were entered into at fair market prices and terms. In particular, following the standard of the shipping industry, Caravelle is only typically to pay around 20% of the total purchase price as down payment to obtain ownership of ships, with the later installments paid over several years in a negotiable schedule analogous to real estate mortgage payment schedules. Currently, as of the third quarter of 2022, traditional ocean shipping fees and profitability are close to a historical high water mark. In accordance, vessel purchase and charter costs are both at historically high levels. Based on internal projections, Caravelle expects these to drop to lower levels in 2023, which would then present a more suitable opportunity to launch its CO-Tech business. Caravelle believes that a reasonable total purchase price for an older vessel unit required for CO-Tech business line is around $5 million – $10 million per vessel.

The traditional process of onshore wood desiccation process and CO-Tech wood desiccation process.

Under the traditional wood desiccation model, a drying kiln is built on land. Green timber is placed in the kiln for desiccation by the heat generated from burning fossil fuels. According to Caravelle’s peer reviewed calculations, for each cubic meter of wood desiccated, an average coal burning kiln uses 360kg to 400 kg of standard coal, which emits approximately 0.98 tons of CO2.

Below is a photo of a traditional land-based drying kiln.

In contrast, Caravelle’s CO-Tech model transplants the drying kilns onto the vessels that ship the green timber to its destination, utilizing a power system utilizing the waste heat and gas collected from the vessel’s diesel engine to generate electricity sufficient for wood desiccation. According to Caravelle’s peer reviewed calculations based upon its operation data, the CO-Tech model can reduce the CO2 emission from the wood desiccation process by up to 93% compared with the traditional approach. Below is a diagram of Caravelle’s innovative ship-borne wood drying system.

The operating procedure for the CO-Tech wood desiccation has several steps. Upon the receipt of the green timber, the crew members place it into the drying capsules, where the desiccation process takes place. After confirming orderly placement, the crew will seal the capsule units and make sure the heating and venting system is functioning. Then the person operating the system sets the temperature, time, and other parameters needed for the timber being processed. Once the heating process starts, the capsules will also be vacuumed by an air pump. During the heating and drying process, the crew members will inspect the temperature and humidity in the capsules via sensors placed within and will also check key locations to make sure the equipment is working properly. Once the system detects that the pre-set temperature or humidity goal has been reached, the venting system will be turned on, so the vapor from the wood can be discharged. Once the process is completed, the humidity of the timber is expected to be reduced to below 20%, reaching the market standard for the next step of wood processing.

Besides the energy saving benefits, Caravelle’s CO-Tech wood desiccation is also expected to significantly reduce the time required to complete the wood drying. Under the traditional procedure, a vessel simply ships between the ports the wood that needs to be dried, and after the wood reaches the destination, it takes typically 40 days to dry the wood. In contrast, take Caravelle’s Africa – China routes as an example, the combination of shipping and drying processes enables the desiccation process to be completed within the 45-day maritime shipping process, thus cutting the need and time for onshore wood drying after wood’s arrival.

Below is an overall procedural illustration of Caravelle’s CO-Tech desiccation system.

CO-Tech Remote Monitoring System

To ensure that this process of ship-borne wood drying is carried out precisely as designed, Caravelle has developed a proprietary digital system monitoring the location of the vessels and the progress of onboard wood desiccation. Hundreds of cameras and sensors, which are connected to the monitoring system, are placed at the key joints in the onboard drying kilns to report on a real-time basis. The system is designed for monitoring only and does not control the onboard wood desiccation process. With this system, on-ship and remote operators can see through the display system the distribution and operation of the equipment of the hull in waste heat recovery, wood drying, and waste heat power generation, all in a comprehensive and intuitive manner. If the remote monitoring system detects that an energy efficiency optimization could be made, a Caravelle’s onboard crew will be contacted to make corresponding adjustments. With the information produced on a real-time basis and a reaction-collaboration model, Caravelle is able to further enhance the wood desiccation efficiency. Below are screenshots from the current version of this digital monitoring system.

Development of the CO-Tech Model

Since July 2016, Caravelle’s founder and chief executive officer, Dr. Guohua Zhang, has been working with industry experts on the research and development of wood desiccation or drying utilizing the waste heat from the exhaust gas on ocean liners during the shipping process. In 2018, the research and development team led by Dr. Zhang discovered a promising result, i.e., compared with the traditional onshore wood desiccation method conducted in a kiln, the new ship-borne model reduces the CO2 emission by 93% with the utilization of the time, space, and waste heat of exhaust gas during the shipping process. Simultaneously, the desiccation of each cubic meter of timber produces 350 kg of wood vinegar, which could be used for a variety of productive purposes such as pharmaceuticals, food additives, dyes, deodorants, pesticides, soil conditioners, and plant growth promoters. Dr. Zhang published these results in 2018 as his peer reviewed doctorate thesis at Université Paris-Dauphine.

Below is an illustration of the three-dimensional flow lines inside the ship-borne drying capsule.

Below is an illustration of the drying capsule body wood surface temperature and heat flow distribution.

Caravelle has leased a vessel and modified the onboard equipment for the CO-Tech operations. Under Caravelle’s current business plan, upon termination of the lease, the wood desiccation equipment will be removed from the leased vessel and re installed in newly leased-in vessels. Caravelle’s experiments have produced satisfactory results. Based on Caravelle’s peer reviewed experimental data, assuming four (4) voyages each year, a ship with a loading capacity of 30,000 cubic meter is expected to add $19.5 million of total per ship revenue each year. This total per ship annual revenue includes:

•        $12 million revenue from wood drying, based on a market price of drying lumber (the price increment of dry lumber over wet lumber) of $100 per cubic meter in line with the prevailing market price in 2022;

•        $3.4 million revenue from wood vinegar production, based on a market price of wood vinegar of $170 per ton in line with the prevailing market price in 2022 and a wood vinegar production rate (based on Caravelle’s peer reviewed experimental data) of 1 ton of wood vinegar production per 6 cubic meter of wood;

•        $4.1 million revenue from carbon trading, based on the average international CEA (Carbon Emission Abate) price of 30 euros/ton estimated by management in accordance with the data from the European Energy Exchange and EUA Futures, and a CO2 emissions reduction (based on Caravelle’s peer reviewed experimental data) of 0.98 tons per cubic meter of wet wood.

Plan of Growth

Caravelle expects to launch the first CO-Tech vessel by the fourth quarter of 2022. As Caravelle accumulates operating experience and obtains sufficient financing, it plans to expand the CO-Tech business to approximately 50 vessels by leasing or purchasing from shipowners in the next three years.

Previously, Caravelle had expected to launch its CO-Tech business line by the third quarter of 2022. It postponed the launch because its traditional ocean shipping business line has been too profitable, and launching the CO-Tech business would interrupt the traditional ocean shipping business because it takes time to modify ships used in the

former for use in the latter. Currently, as of the third quarter of 2022, traditional ocean shipping fees and profitability are close to a historical high water mark. Based on its internal projections, Caravelle expects these to drop to lower levels in 2023, which would then present a more suitable opportunity to launch its CO-Tech business. Because of this postponement, and because of the historical and expected fluctuations of the costs of purchasing and renting ships, Caravelle as of the third quarter of 2022 is in the process of renegotiating its strategic agreements with its CO-Tech partners including New Galion, and revising its planned timeline to purchase and rent ships for its CO-Tech business.

DNV Approval

In January 2022, one of the leading maritime classification societies, Det Norske Veritas (DNV), has granted an Approval in Principle (“AiP”) on the design of a waste heat recovery and utilization system submitted by Caravelle. Caravelle expects to receive the official DNV approval for its first CO-Tech vessel after DNV officials conduct an on-site review upon the completion of the vessel modifications.

Several steps are needed for a vessel to obtain a classification certification, which is a prerequisite for insurance policies and business operations. In the first stage, the company seeking to apply a modification or technology to a vessel needs to file an application with the classification society, stating the name, model, composition, standard and usage of such modification. After receiving the application, the classification society will require further materials providing detailed information on the company, the suppliers of the raw materials for such modification, the blueprints and handbooks to produce and operate the modification, and the procedures and qualifications for its production. Then the specialists of the classification society will review the new modification based on the materials submitted. The classification society may also provide comments to which the applicant must respond. When all the requirements are met after document review, the classification society will issue an AiP for such modification.

After obtaining an AiP, the new modification can begin with the installation process, during which the classification society’s engagement is required for the product review. To ensure the actual product is in line with the AiP, the classification society will review the qualification of the companies producing the components and contractors installing the components. The classification society may also inspect the installation process from time to time. Upon completion of the installation of the modification on the vessel, the classification society will conduct a final on-site review. If the standards are satisfied, then the product certification will be issued, and the vessel with such new modification can start its operations.

As Caravelle has already received an AiP, the company expects to receive the final product certification no later than the fourth quarter of 2022.

Competitive Advantages

International Shipping Services

•        Established Shipping Track Record in Key Geographic Markets.    With a solid presence in Asia and offices located in Singapore and Shanghai, two of the largest hubs of the international shipping business, Caravelle maintains strong presence and local business relationships with critical suppliers and customers in geographic regions that have been key to shipping demand growth.

•        Strong Balance Sheet Positioned for Additional Growth.    Caravelle has a well-capitalized balance sheet, and has maintained its liquidity position throughout the 2020 downturn in shipping markets through prudent financial and risk management. Caravelle’s moderate financial leverage, together with its current expectation of continued access to bank financing, has strongly positioned Caravelle to take advantage of further growth opportunities.

•        Experienced management team.    Caravelle has an experienced team. Each management team member of the Topsheen Companies has over ten years of experience in international shipping. Mr. Dong Zhang, a veteran in the shipping industry, serves as chief shipping officer for Caravelle. Mr. Zhang’s deep experience and extensive relationships with ship owners, shippers, lenders, insurers, and other industry participants help ensure the smooth operation of the international shipping sector.

•        Large cargo contracts base and strong relationships with key counterparties.    Caravelle has entered into a significant portfolio of cargo contracts. Caravelle has also established strong long-term global relationships with shipping companies, shipyards, trading houses, and shipping brokers. Thus, Caravelle has been able to match demands with supplies in a timely and efficient manner. In addition, a large cargo contracts portfolio helps Caravelle to better position its routes geographically to mitigate market uncertainty and volatility.

•        Endurance during the COVID-19 Crises.    Caravelle has weathered the challenges during the COVID-19 pandemic period, including lock-downs, shortages of ocean shipping capacity, traffic jams at ports, and labor shortages. Its international shipping services generated revenues of $96,672,676 in the six months ended April 30, 2022, an increase of 59.4% compared with its revenues of $60,659,396 in the six months ended April 30, 2021. Its international shipping business generated revenues of $121,961,057 in FY 2021, an increase of 55.7% as compared with its revenues of $78,351,444 in FY 2020.

CO-Tech Business (expected to launch in Q4 2022)

•        Symbiosis with the existing international shipping sector.    Caravelle developed its existing international shipping and logistics support services sector to provide a solid platform and basis to implement its CO-Tech business model. Caravelle expects to fully implement its CO-Tech business model with the vast majority of the vessels it charters and operates.

•        Environmental solution for the traditional industry.    The CO-Tech model answers to the global demand for clean, sustainable and carbon neutral technologies. Many businesses in traditional industries are struggling to hit carbon net zero targets. The pressure to come clean, caused by the gradual reduction in the use of coal and other fossil fuels, is increasingly on the wood drying industry. The oil price spike in early 2022 escalated the priority of fuel efficiency. At this juncture, Caravelle’s CO-Tech provides a path forward for the wood drying industry. Moreover, the vacuuming and fumigation process within Caravelle’s CO-Tech solution exterminates organisms in the wood, reducing environmental risks posed by invasive species.

•        Relationship with timber producers and timber purchasers.    Dr. Guohua Zhang, Caravelle’s founder and chief executive officer, has over 20 years of experience in the timber industry in Gabon, Singapore, and China. Dr. Zhang has developed and maintained long-term relationships with local forest farms in Africa and Indonesia. Building on such long-term relationships, Caravelle expects to secure wood supplies to meet the demands of its customers or as required in its expansion of CO-Tech wood desiccation. In 2022, Caravelle expects to obtain an annual supply of approximately 390,000 cubic meter of timber from local partners who conduct business sustainably and meet the Annual Allowable Cut (“AAC”) Standards which sets the limit for the amount of wood that can be harvested from forest land managed for forestry purposes in a year under sustainable yield management.

•        Innovative technology.    Caravelle believes its innovative technology provides for better efficiency and economy of the desiccation process as compared to traditional onshore wood desiccation. Dr. Zhang, Caravelle’s founder and controlling shareholder, has obtained nine (9) patents and filed applications for five (5) patents in China as of the end of 2021, and licensed these patents and patents under application to Caravelle to use in its CO-Tech business with no consideration or set term limit. It usually takes two to three years to grant or deny a patent application in China. None of these patents or patents under application is subject to the Cyberspace Administration of China or other Chinese authorities over data security because they do not involve information technology or data processing. Caravelle is committed to continue investment in research and development of ocean carbon technologies and retaining its technological edge. In the next few years, Caravelle expects to invest three to five percent of Singapore Garden’s revenue in the research and development of upgrades of its CO-Tech technologies, including the application of new thermal insulation materials, upgrading of the remote-control system, and the technological improvements needed for application of CO-Tech to a larger scale.

•        Timing and efficiency.    Caravelle’s model enhances efficiency, compared with the traditional model. Under the traditional procedure, it takes approximately 40 days to dry typical timber after it reaches its destination. In contrast, Caravelle’s combination of shipping and drying processes enables the desiccation process to be completed within 45 days while in transit, cutting the need for additional time after the timber’s arrival. By reducing the time required in wood desiccation, the overall time span for the wood processing process has been shortened correspondingly.

Business Strategies

International Shipping

Caravelle’s primary objectives are to profitably grow its business and to maintain and enhance its position as a successful operator of shipping carriers. The key elements of Caravelle’s strategies are:

•        Continue to expand routes across the globe.    Caravelle plans to further expand its routes to better meet the needs of its clients and explore new business opportunities. North America and Europe are among the largest consumer markets, and also important geographical regions for the shipping industry. Caravelle expects to continue to add additional routes and increase shipping volume in Southeast Asia, Africa, China and South America.

•        Expand Caravelle’s basis of ship chartering.    Caravelle expects to continue to seek growth opportunities in the shipping business. While Caravelle is maintaining good business relationships with a number of reputable ship owners from which Caravelle charters vessels, Caravelle expects to establish additional business relationships with more ship owners and expand Caravelle’s business horizon. When evaluating expansion plans, Caravelle will consider and analyze, among other things, its cash flow and liquidity position, the demand in the international shipping business markets, and the number of available vessels in the charter markets.

•        Continue to grow Caravelle’s client base.    Caravelle is considering to explore business opportunities in emerging markets, especially Southeast Asian countries in the next few years. Caravelle may also consider diversifying its bulk shipping categories, such as steel, to take in more clients.

•        Sharpen Caravelle’s competitive edge with the transshipment services.    Caravelle intends to solidify its inland African key node presence as basecamps for its transshipment services, which demonstrates the depth of its services and distinguishes it from its peers. Caravelle plans to pursue a similar approach in other geographic areas to strengthen its business competitiveness.

CO-Tech Business

•        Hedge the cyclical nature of international shipping industry.    The international shipping industry has long been hampered by cyclicity. Caravelle is developing a new business in CO-Tech and intends to hedge the shipping industry uncertainties with revenues generated from such new business, including the income from the wood desiccation service, the sale of wood vinegar, and the revenue generated from carbon trading. These revenue sources are de-coupled and relatively insulated from the shipping industry’s cyclicality and sources of supply shocks such as international political and pandemic risks. Caravelle expects each of these revenue sources to become a substantial component of its revenue, with shipping revenue accounting for less than 30% of the total revenue by 2025.

•        Expand the CO-Tech operation to a larger scale.    Based on the experiment results, a vessel with 30,000 cubic meter of capacity will generate annual revenue of approximately $19.5 million, assuming that such a vessel operates four (4) voyages a year. Caravelle plans to apply the CO-Tech operation to 50 vessels in the coming three years, reaching an expected $1.9 billion of total (including CO-Tech and shipping) annual revenue by the year 2025. Once a critical mass is reached, Caravelle expects improved profit margin, stronger bargaining power in the business and more available operational data to be used in its research and development of CO-Tech technologies.

•        Achieve revenue from carbon trading.    Caravelle intends to enter in 2023 into the carbon trading market to monetize its technological advances. Under the traditional method using burning fossil fuel, drying 1 cubic meter of wet wood typically emits approximately 0.98 ton of CO2 during the process. By using the waste heat generated by the vessel engines during shipping, the CO-Tech model reduces such CO2 emissions by over 80%. Based on the average international CEA price of €30/ton as of March 2020, the lowest price point in the past three years, and a voyage shipping 30,000 cubic meter of timber, the carbon trading income for each voyage can reach up to 3,500,000 Euros (approximately 4.1 million USD), assuming such a vessel operates four (4) voyages a year.

•        Advance in technology.    Caravelle plans to further digitalize its operations. Caravelle has been building in a real-time digital monitoring system for its onboard wood drying process as well as s real-time location system for its vessels. Caravelle plans to cooperate with SaaS and IOT providers to further improve the efficiency of the monitoring system in the wood desiccation process as well as the overall management. Caravelle is working on updating the monitoring system with the expectation of connecting it with one or more major carbon exchange markets so that the CEAs produced can become readily tradeable with the help of this system.

•        Research and development of the technology.    Caravelle is committed to long-term R&D investment to further expand its CO-Tech intellectual property portfolio, in addition to the 14 patents licensed from Dr. Zhang, Caravelle may obtain new IP rights under its own name.

•        Commercialization of wood vinegar.    Wood vinegar is a by-product of the CO-Tech wood desiccation process with huge potential. Wood vinegar is and can be (based on published and peer reviewed research) used widely for different purposes, such as raw materials for pharmaceuticals, food additives, dyes, deodorants, pesticides, soil conditioners, and plant growth promoters. Each voyage loading 30,000 cubic meter of wood can extract 5,000 tons of wood vinegar. According to research by Allied Market Research, the global wood vinegar market was valued at $4.5 million in 2019, and projected to reach $6.4 million by 2027, growing at a CAGR of 7%. Caravelle plans to merchandise the wood vinegar produced during the CO-Tech wood desiccation and thus broaden and diversify its business portfolio.

•        Risk related notification.    In fact, it is important to note that Caravelle’s CO-Tech Business has yet to launch, and all the revenue projections are based on business model assumptions. As of the date of this proxy statement/prospectus, As of the date of this proxy statement/prospectus, Caravelle’s current source of revenue is traditional ocean shipping. All business projections of the company are entirely based on the market research and industrial insight of the company. All potential risks such as operational risk, product defect recall risk, and system performance risk exist. The future financial forecast model makes a number of assumptions about market expectations for the CO-Tech Business, but because CO-Tech Business has yet to launch, all uncertainties ought to be considered.

•        Expand the CO-Tech model from the wood desiccation business.    Caravelle will initiate its CO-Tech business by combining wood desiccation with its international shipping business, from which Caravelle anticipates gaining and accumulating experience in dealing with carbon neutral related operations. As its CO-Tech business of wood desiccation continues to develop and evolve, Caravelle intends to commence its carbon neutral businesses in other industries beyond wood desiccation, such as pulp production.

•        Cautionary note regarding forward-looking statements. Given that Caravelle’s CO-Tech business has yet to launch, all the revenue projections of the CO-Tech business are based on business model assumptions. As of the date of this proxy statement/prospectus, Caravelle’s current source of revenue is traditional ocean shipping. All business projections of Caravelle are entirely based on the market research and industrial insights of Caravelle. Such projections take into account, and are subject to potential risks such as operational risk, product defect recall risk, and system performance risk. Such projections makes a number of assumptions about market expectations for the CO-Tech business, but because CO-Tech business has yet to launch, such assumptions may be disproven by future developments.

Management of Operations

General management

Overall responsibility for the oversight of the management of Caravelle rests with its board of directors. Caravelle Board and management team consist of experienced and versatile professionals that can meet the needs of its core business and daily operations. Caravelle conducts all of the financial and administrative management of its business by itself, and contracts for human resource, legal, tax and other specialist advice from reputable, arm’s length service providers when required.

Caravelle maintains a flat and function-oriented management structure. Mr. Dong Zhang, a veteran in the shipping industry and Caravelle’s Chief Shipping Officer, leads Caravelle’s international shipping business with his wide industry connections and rich experience in the international shipping business. Dr. Guohua Zhang, Caravelle’s founder and Chief Executive Officer, is spearheading the development of Caravelle’s CO-Tech sector with unique experience in the wood processing business and his insightful vision of carbon neutral technologies and markets.

Daily Operation Management

Daily operation decisions relating to the conduct of Caravelle’s business, including managing its shipping voyages, are made by officers and employees under guidance and authority from Caravelle Board in accordance with its governance framework.

Caravelle relies on the shipowners and the vessel crews engaged by the shipowners to operate the chartered vessels, including technical support in fuel procurement, crewing, maintenance, repairs, dry dockings, maintaining required vetting approvals, and ensuring compliance with certifications from the classification societies and all other applicable regulatory requirements.

Caravelle has an in-house management team for its CO-Tech business sector. Caravelle’s in-house team is responsible for the research and development of CO-Tech technologies. It developed a remote-control system monitoring the location of the vessels and the progress of wood desiccation on real-time basis.

Customers

The customer base of Caravelle’s international shipping business is mainly located in Asia but diversified across different Asian countries, such as Singapore, Dubai, Korea, Japan, and India. In both fiscal years 2020 and 2021, Caravelle derived more than 60% of its revenues from customers outside of China, and more than 70% of the cash transfer payments between Caravelle and its customers are between banks outside China, Hong Kong and Macau. The four largest customers by revenue in fiscal year 2021 are Navodaya Dmcc, based in Dubai, Bd Shipping Limited, based in Korea, New Highest Shipping Pte. Limited, based in Singapore, and Coromandel International Limited, based in India. The four largest in fiscal year 2020 are Navodaya Dmcc, based in Dubai, Coromandel International Limited, based in Korea, and Marubeni-Itochu Steel Inc Tokyo, based in Japan. Although as of the date of this proxy statement/prospectus, the CO-Tech business line has yet to launch, many strategic purchase agreements were already collected from China, due to China’s policy support for carbon neutral companies. Although as of the date of this proxy statement/prospectus, the CO-Tech business line has yet to launch, many strategic purchase agreements were already collected from China, due to China’s policy current push for carbon neutral companies. Caravelle’s CO-Tech business has entered into strategic agreements with China Forestry Materials (Zhangjiagang) Corp. Ltd. and China Plaited Products Imp. & Exp. Corp. Ltd.

Caravelle does not rely significantly on any particular customer. For the six months ended April 30, 2022 and the fiscal years ended October 31, 2021 and 2020, no customer accounted for more than 10% of Caravelle’s total revenues. As of April 30, 2022, one customer accounted for approximately 11% of the Group’s accounts receivable. As of October 31, 2021, two customers accounted for approximately 16% and 12% of Caravelle’s accounts receivable, respectively. As of October 31, 2020, one customer accounted for approximately 27% of Caravelle’s accounts receivable.

Suppliers

Caravelle’s key suppliers include the shipowners from whom it charters vessels and timber producers. Although Topsheen Shipping Limited supplies most of the ships for Caravelle’s shipping business, Caravelle also maintains long-term cordial relationships with other ship owners. Besides Topsheen Shipping Limited, the five largest suppliers of for Caravelle in fiscal year 2021 are Nova Petroleum (HK), GMT Shipping International, Hd Bunkering Pte Ltd, Tong Da Shipping Co., and World Fuel Services. As of the date of this proxy statement/prospectus, the key supplier of the CO-Tech business is Honest Timber Gabon Co. Ltd.

For the six months ended April 30, 2022, one related party supplier, Topsheen Shipping Limited, accounted for approximately 45% of the Group’s total purchases. For the year ended October 31, 2021, one related party supplier, Topsheen Shipping Limited, accounted for approximately 44% of the Group’s total purchases. For the year ended October 31, 2020, one related party supplier, Topsheen Shipping Limited, accounted for approximately 36% of the Group’s total purchases. As of April 30, 2022, no supplier accounted for more than 10% of the Group’s total accounts payable. As of October 31, 2021, one supplier accounted for approximately 98% of the Group’s total accounts payable. As of October 31, 2020, three suppliers accounted for approximately 42%, 41%, and 11% of the Group’s total accounts payable, respectively.

Industry Analysis

Caravelle is an ocean technology company providing international shipping services and pioneering a carbon neutral solution for wood desiccation — the company’s CO-Tech solution. Caravelle has invented and is in the process of commercializing a novel approach towards saving time, saving space, and repurposing of engine heat and by-products to integrate the traditional industries of international shipping and wood drying into a carbon neutral solution that satisfies both sets of demands.

Industry 1: International Shipping

International shipping offers economical and efficient long-distance transport and plays a pivotal role in the world economy. According to the data published by the International Chamber of Shipping, approximately 11 billion tons of goods are transported by ship each year, and as of 2019, the total value of the annual world shipping trade had reached more than 14 trillion US Dollars. According to the International Chamber of Shipping, shipping also offers the cheapest mode of transport per ton and enables the shipments of raw materials, such as, for each year, nearly 2 billion tons of crude oil, 1 billion tons of iron ore, and 350 million tons of grain, which shipments would not be possible by road, rail or air.

Maritime shipping is a highly cyclical industry. Such cyclicity is caused by the vessel supplies and cargo demand. Fluctuations in the shipping cycle are closely linked to those of the business cycle, where decreases or shrinkage in aggregate demand will mean lower demand for transport services, forcing shipping companies to build fewer ships and scrap some of those that are not in use. When demand increases, mainly due to changes in the world economy, supply is unable to quickly match it (it typically takes approximately 2 or 3 years to build a new ship), freight rates go up, and shipbuilding resumes, ultimately causing an oversupply which then pushes rates back down. The cycle operates due to a lack of synchronization in ship production and cargo demand (that responds to changes in production and trade).

According to a journal article published in Vol.11 No.10, October 2020 on Scientific Research, the average historical duration of shipping cycles from 1951 to 2020 was approximately six years.

Although the international maritime shipping industry suffered from COVID-19 in 2020, it has recovered from the initial shocks and regained momentum. According to the Shipping Review and Outlook for the year 2021 issued by Clarkson Research Services Limited (“CRSL”), the Clarkson Index, an indicator tracking the earning of vessels, has seen a 93% bump from the level of 2020, reaching $28,700/day, the highest level since 2008. According to Fortune Business Insights, the global cargo shipping market with an estimated size of 10.85 billion tons in 2020 is expected to reach 13.19 billion tons by 2028, registering a compound annual growth rate (“CAGR”) of 2.5% during the 2021-2028 forecast period. The rising demand for import and export activities, as well as the shipping’s efficiency and economy, are expected to boost cargo shipping. Furthermore, strict emission norms by governments are expected to foster the adoption of cargo shipping.

Additionally, the international maritime shipping industry is working to reduce carbon emissions and achieve Net Zero shipping. In November 2020, the International Maritime Organization (“IMO”) introduced new technical efficiency standards for ships, namely the Energy Efficient Ship Index (“EEXI”) and the Carbon Intensity Indicator Register (“CII”), which will further affect the supply of effective capacity. According to World Fleet Register, a database maintained by CRSL, the shipping industry is building more energy-efficient vessels to accommodate the “green trend.” Such technical improvements include the installation of de-sulphuration towers to reduce pollutant emissions, lubrication systems to reduce energy consumption, and other devices. Energy-efficient vessels with one or more of such improvements have a competitive edge over traditional vessels from rent levels, asset price and accessibility to financing. By October 2021, the tonnage of energy-efficient vessels has accounted for 26.8% of the total tonnage of the operating fleet worldwide.

According to a report by the International Chamber of Shipping (“ICS”) and Ricardo, a global engineering, environmental, and strategy consultancy, a massive increase in funding for research and development is essential to the global shipping industry’s goal of achieving zero carbon emissions by 2050. The report, “Zero Emission Blueprint for Shipping,” outlines the urgent steps that the shipping industry needs to take to radically shift away from the dominant propulsion technologies and fuels in less than three decades. Ricardo has identified a list of more than 260 R&D projects needed to overcome key technological and systemic challenges and accelerate the transition to a zero-carbon shipping industry. To fund the research and development of these projects, the report estimates a cost of $4.4 billion.

Industry 2: Wood Drying

Wood desiccation is a process that leads to the evaporation of timber in order to remove moisture. The main purpose of this process is to convert wood into a competitive commercial product. Wood desiccation is an essential process in the wood processing industry, without which wood products would rot and mold. The wood is considered “green” if its humidity is more than 35%. Dry wood has different humidity levels depending on the area where it is to be used, but typically below 20%: in constructions, 12-20%; on the outside, 15-17%; for burning, 20% and for furniture, 8-12%. Desiccated or dried wood is primarily used for construction material, furniture, and burning wood. According to an article published on Market Watch, the global dry construction material market was valued at USD 71,281.11 Million in the year 2018. According to the statistics published by the Food and Agriculture Organization of the United Nations, in 2019, the global demand for desiccated or dried wood reached 400 million m₃.

Broadly speaking, there are two methods by which timber can be dried: (i) natural drying or air drying, and (ii) artificial drying or kiln drying. Air drying is the drying of timber by exposing it to the air. Depending on the climate, it takes several months to a number of years to air-dry the wood. The process of kiln drying consists basically of introducing heat. The traditional kiln wood desiccation process is reliant on small and scattered drying kilns, using the conventional steam drying method that burns natural gas, petroleum, and coal. For this purpose, the timber is stacked in wood drying kilns, which are fitted with equipment for manipulation and control of the temperature and the relative humidity of the drying air. As a result, the drying kilns take up large landmasses. The lack of economy of scale further hinders the industry from upgrading technologies and equipment to improve efficiency and reduce cost. Furthermore, the transportation cost is high because the kilns are dispersed across different geographic areas.

In addition, based on a study by Dr. Zhang, 80% of the wood desiccation productivity employs the traditional steam drying method, which burns fossil fuels and releases greenhouse gases and other harmful gases, including SO₂, a major contributor to acid rain and soil acidification. The environmental challenges faced by the wood desiccation industry are also in need of effective solutions.

Currently, there is no kiln wood drying during the maritime shipping voyage, utilizing the waste heat and gas collected from the vessel’s diesel engine.

Industry 3: Carbon Trading

The Net Zero Target

196 signatories entered into the Paris Agreement in 2015, an international agreement setting the target for reducing carbon emissions. The parties have committed to limiting global warming to no higher than 2 degrees Celsius. To achieve such a goal, many governments have issued statements setting the target to achieve a balance between the amount of greenhouse gas emissions produced and the amount removed from the atmosphere (“Net Zero”).

In addition to the governmental initiatives, large companies have also launched sustainable development roadmaps and programs prioritizing environmental goals. For instance, Amazon.com, Inc. has committed to carbon neutrality by 2040; British Petroleum has committed to carbon neutrality by 2050; UPS has promised that, by 2025, 40% of its ground fuels will come from low-carbon or alternative fuels; Wal-Mart has set a goal of reducing emissions by 18% from its own operations by 2025, and by working with its suppliers to reduce emissions by one gigaton by 2030, and Microsoft has committed to be carbon negative by 2030.

Carbon Credit Trading

The transportation industry is a major carbon emitter. According to Maersk’s 2021 Sustainability Report, the annual greenhouse gas emission by the global transportation and logistics industry amounts to 3.5 billion tons. Several governments have set a clear Net-Zero target for the industry. Given that a vessel has an average 20-25 year life span, a zero-carbon emissions program must be implemented over the next decade for the maritime shipping companies to hit the Net-Zero target by 2050. Some of the industry leaders have made the step forward. In January

is expected to last ten years, it takes no additional cost in labor or fuel relative to traditional ocean shipping of wood to dry the wood, since the labor and fuel required for traditional ocean shipping would have then been repurposed to also accomplish wood drying, at the same place and the same time of shipping. A vessel covering the Afro-China line is expected to carry 40,000 cubic meter of wood per voyage, and is expected to ship timber from Africa to China twice a year. Thus each cubic meter of timber costs approximately $6 for Caravelle to desiccate. This cost includes only the depreciation and amortization expenses of the CO-Tech desiccation equipment since no additional fuel, labor, or other costs are required relative to traditional ocean shipping of wood. Compared with the traditional approach, the CO-Tech model significantly reduces the costs.

While the CO-Tech model is expected to contribute seaborne wood desiccation capacity in addition to the traditional drying kilns on land, it is also designed to respond to the global consensus that arose from the Paris Agreement to reduce carbon emissions. By recycling the waste heat and gas generated by the vessel engines, the CO-Tech model is expected to save approximately 400 kilograms of carbon emissions from per cubic meter of wood dried compared with the traditional drying model that burns coal.

In addition, Caravelle’s CO-Tech model might decrease the likelihood of acid rain by collecting wood vinegar from the wood desiccation process. Wood vinegar, also known as pyroligneous acid or wood acid, is a reddish-brown liquid that might be obtained during the wood desiccation process. In many instances, due to the lack of a proper capturing mechanism during the traditional wood drying process, wood vinegar directly evaporates and is discharged into the air. Such discharge of wood vinegar increases acid gas in the air and the likelihood of acid rain. In contrast, the CO-Tech model is designed to use an airtight solution to prevent the discharge of acid gas and collect wood vinegar, and might decrease the likelihood of acid rain. Wood vinegar can also help regenerate saline-alkaline soil, further achieving the environmental and economic goals. The wood vinegar collected from each cubic meter of wood dried can improve about 700 square meters of saline-alkali wasteland. Therefore the collection and utilization of wood vinegar are expected not only to reduce the ecological pollution caused by acid waste in the process of wood drying, but also to promote the improvement of saline-alkali land.

On top of the beneficial environmental impact, wood vinegar may be used for many purposes with market potential. According to research by Allied Market Research, the global wood vinegar market was valued at $4.5 million in 2019, and projected to reach $6.4 million by 2027, growing at a CAGR of 7%.

The new industry formed by the integration of the three industries is fully in line with the international trend towards environmental protection, energy conservation, low emissions, and sustainable development.

Insurance

Shipowners, not Caravelle, carry insurance covering risks related to vessel operations, such as mechanical and structural failure, hull damage and collision. Shippers are responsible for insurance covering cargo loss or damage. Caravelle purchases Charterer Liabilities insurance and FD&D insurance.

Legal Proceeding

Although Caravelle is not currently involved in any legal proceeding, it may, from time to time, be involved in litigation and claims arising out of its operations in the normal course of business, and such litigation and claims could have a material effect on Caravelle’s business, financial position, results of operations, cash flows or liquidity. From time to time, Caravelle may face claims that fall outside the scope of its insurance coverage. In respect of such claims, it purchases FD&D insurance, which is discretionary coverage for the costs of defending or prosecuting such claims (for example, claims of a purely contractual nature, or collection of freight and demurrage). Those claims, even if covered by insurance and/or lacking merit, could result in the expenditure of significant financial and managerial resources.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF CARAVELLE

You should read the following discussion and analysis of Caravelle’s financial condition and results of operations in conjunction with Caravelle’s unaudited condensed consolidated financial statements for the six months ended April 30, 2022, audited consolidated financial statements for the years ended October 31, 2021 and 2020 and the related notes included elsewhere in this proxy statement/prospectus. This discussion contains forward-looking statements that involve risks and uncertainties. Caravelle’s actual results and the timing of selected events could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under “Risk Factors” and elsewhere in this proxy statement/prospectus.

Overview

Caravelle is an exempted company that was incorporated under the laws of the Cayman Islands on April 1, 2021 as a holding company. Caravelle and its subsidiaries (together the “Group”) is an international operator of ocean transportation service. Dr. Guohua Zhang (“Dr. Zhang”), the Chairman of the Board of Directors and Chief Executive Officer is the ultimate controlling shareholder (the “controlling shareholder”) of the Group.

Caravelle is engaged in the seaborne transportation service under voyage contracts as well as vessel services for vessels for and on behalf of ship owners. For the six months ended April 30, 2022 and 2021, Caravelle’s revenues were approximately $96.7 million and $60.7 million, respectively. For the six months ended April 30, 2022 and 2021, Caravelle had net income of approximately $20.2 million and $0.9 million, respectively. For the years ended October 31, 2021 and 2020, Caravelle’s revenues were approximately $122.0 million and $78.4 million, respectively. For the years ended October 31, 2021 and 2020, Caravelle had net income of approximately $10.3 million and net loss of approximately $5.8 million, respectively.

Reorganization

For the purpose of listing on the NASDAQ Capital market, a reorganization of Caravelle’s legal structure was completed on October 8, 2021. The reorganization involved the incorporation of Caravelle’s wholly-owned subsidiary — SGEX Group Co., Ltd (“SGEX”) and SGEX’s wholly-owned subsidiary — Singapore Garden Technology Pte. Ltd. (“Garden Technology”); and the transfer of all the shareholders’ equity interest in Topsheen Shipping Group Corporation (“Topsheen Samoa”) to SGEX on October 8, 2021.

Since Caravelle’s businesses are effectively controlled by the same group of the shareholders before and after the reorganization, they are considered under common control. The above mentioned transactions were accounted for as a recapitalization. The consolidation of Caravelle and its subsidiaries has been accounted for at historical cost and prepared on the basis as if the aforementioned transactions had become effective as of the beginning of the first period presented in the consolidated financial statements.

Key Factors that Affect Operating Results

Caravelle primarily derives freight revenue from voyage contracts and provide vessel service. Caravelle intends to continually enhance Caravelle’s freight services and acquire new customers by increasing Caravelle’s market penetration with deeper market coverage and a broader geographical reach. Caravelle’s ability to maintain and expand Caravelle’s customer base affects Caravelle’s operating results.

Quantitative and Qualitative Disclosures About Market Risk

Market risk represents the risk of changes in value of a financial instrument, derivative or non-derivative, caused by fluctuations in foreign exchange rates and interest rates. Changes in these factors could cause fluctuations in our results of operations and cash flows. Caravelle is exposed to the market risks described below.

Foreign Exchange Rate Risk.    Caravelle generates all of Caravelle’s revenues in U.S. dollars, but currently incur some of Caravelle’s costs and Caravelle’s operating expenses (around 2%, 4% and 9% for the six months ended April 30, 2022 and the years ended October 31, 2021 and 2020) in currencies other than the U.S. dollar,

primarily the Euro and Singapore Dollar. For accounting purposes, expenses incurred in Euros are converted into U.S. dollars at the exchange rate prevailing on the date of each transaction. The amount and frequency of some of these expenses, such as vessel repairs, supplies and stores, may fluctuate from period to period. Depreciation in the value of the dollar relative to other currencies increases the dollar cost to Caravelle of paying such expenses. The portion of Caravelle’s expenses incurred in other currencies could increase in the future, which could expand our exposure to losses arising from currency fluctuations. Currently, Caravelle does not consider the risk from exchange rate fluctuations to be material for our results of operations and therefore, Caravelle’s is not engaged in derivative instruments to hedge part of those expenses.

Interest Rate Risk.    On April 9, 2020, Caravelle signed a loan agreement with DBS Bank Ltd. to obtain a five-year loan of $3,517,906 (or SGD 5,000,000). The loan bears a fixed interest rate of 3% per annum. Caravelle is required to pay interest for the first twelve months and repay monthly instalments comprising principal and interest thereafter. As of April 30, 2022, October 31, 2021 and 2020 the balance was $2,827,281, $3,352,464 and $3,517,906, respectively. Caravelle is exposed to market risks associated with changes in interest rates relating to our loan facility if Caravelle needs to renew the loan in the future.

Inflation risk.    Caravelle’s operations expose it to the effects of inflation. In the event that inflation becomes a significant factor in the world economy, inflationary pressures could result in increased operating and financing costs. Although historically the ocean shipping industry has been able to largely offset the inflationary pressure by passing the costs of inflation onto its customers, the industry as a whole and Caravelle in particular may not be able to offset such costs sufficiently, in which case Caravelle’s cash flows and results would be negatively impacted.

Recent Development

In December 2019, a novel strain of coronavirus (COVID-19) surfaced. COVID-19 has spread rapidly to many parts of the PRC and other parts of the world in the first half of calendar year 2020, which has caused significant volatility in the PRC and international markets. In fiscal year 2020, the COVID-19 pandemic had a material impact on Caravelle’s financial positions and operating results. Caravelle incurred a gross loss in fiscal year 2020 due to low ocean freight price and shorter voyage days under the impact of COVID-19. The quarantines and travel restriction also caused congestions in ports, which caused higher port fees and longer idle time.

Freight shipping rates rose in second half 2020, and continue to climb in 2021, especially for international shipping prices. International shipping prices are being driven by a commodity boom, high demand for shipping and congestions at ports as parts of the world economy recover from the pandemic. For the six months ended April 30, 2022, Caravelle’s revenue reached approximately $96.7 million, an increase of approximately $36.0 million or 59.4% from approximately $60.7 million for the six months ended April 30, 2021. For the year ended October 31, 2021, Caravelle’s revenue reached approximately $122.0 million, an increase of approximately $43.6 million or 55.7% from approximately $78.4 million for the fiscal year ended October 31, 2020. The increase was mainly attributable to increased ocean freight price and more voyage days completed. For the six months ended April 30, 2022, Caravelle’s net income was approximately $20.2 million, compared to a net income of approximately $0.9 million for the six months ended April 30, 2021. For the year ended October 31, 2021, Caravelle’s net income was approximately $10.3 million, compared to a net loss of approximately $5.8 million for the fiscal year ended October 31, 2020.

The extent of the impact on Caravelle’s future financial results will be dependent on future developments such as the length and severity of the crisis, the potential resurgence of the crisis, future government actions in response to the crisis and the overall impact of the COVID-19 pandemic on the global economy and capital markets, among many other factors, all of which remain highly uncertain and unpredictable. Given this uncertainty, Caravelle is currently unable to quantify the expected impact of the COVID-19 pandemic on its future operations, financial condition, liquidity and results of operations if the current situation continues.

Results of Operations

For the six months ended April 30, 2022 and 2021

The following table summarizes the results of Caravelle’s operations for the six months ended April 30, 2022 and 2021, respectively, and provides information regarding the dollar and percentage increase during such periods.