DRS 1 filename1.htm

Confidentially submitted to the U.S. Securities and Exchange Commission on May 13, 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

_____________________

FORM F-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

_____________________

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

_____________________

Cayman Islands |  | 6770 |  | Not Applicable
(State or other jurisdiction of incorporation or organization) |  | (Primary Standard Industrial Classification Code Number) |  | (I.R.S. Employer Identification No.)

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

_____________________

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

_____________________

Copies of communications to:

Giovanni Caruso, Esq. Loeb & Loeb LLP 345 Park Avenue New York, NY 10154 (212) 407-4000 (212) 407-4990 – Facsimile |  | Lan Lou, Esq. Jun He Law Offices LLC 630 Fifth Avenue, Suite 1919 (45 Rockefeller Plaza) New York, NY 10111 (646) 367-1744 (212) 703-8720 – Facsimile

_____________________

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.

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The information in this prospectus is not complete and may be changed. We may not sell these securities until the Securities and Exchange Commission declares our registration statement effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction or state where the offer or sale is not permitted.

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 (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 (“Pacifico Unit” or “Public Unit”) will be automatically detached, (iii) each unredeemed outstanding share of common stock of Pacifico (“Pacifico Common Stock” or “Public Share”) will be cancelled in exchange for the right to receive one (1) PubCo Ordinary Share, (iv) every ten (10) outstanding rights of Pacifico (“Pacifico Rights” or “Public 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 (“Pacifico UPOs”) will automatically be cancelled and cease to exist in exchange for one (1) unit purchase option of PubCo (the “PubCo UPOs”).

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

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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 and the PIPE (as defined below) (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 Pacifico UPOs 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 PubCo UPOs consisting of PubCo Ordinary Shares and rights of PubCo (the “PubCo Rights”) that will convert into one-tenth (1/10) of one PubCo Ordinary Share.

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, the PIPE Investors 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

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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 intends to apply to list the PubCo Ordinary Shares on the Nasdaq Stock Market1 under the symbol “[•]” 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 27 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 27.

____________

1 For purposes of this draft Form F-4, we have assumed that PubCo will list its ordinary shares on Nasdaq.

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The Pacifico’s 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.

|  | Sincerely,
|  | Edward Cong Wang Chief Executive Officer Pacifico Acquisition Corp.
|  | [•], 2022

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.

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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:

[•]

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.

“Company Extension Obligation” means Caravelle’s obligation to deposit in an escrow account established by Loeb & Loeb LLP, as the escrow agent, (i) by July 31, 2022, $575,000 to extend the existence of Pacifico for three (3) months beyond the initial twelve (12) months and (ii) by October 31, 2022, an additional $575,000 to extend the existence of Pacifico for another three (3) months.

“CO-Tech” means new carbon-neutral ocean technology.

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“DWAC” means Deposit/Withdrawal At Custodian.

“Earnout Shares” means initial earnout shares and subsequent earnout shares.

“ESG” means environmental, social and corporate governance.

“GAAP” means accounting principles generally accepted in the United States of America.

“IFRS” means the International Financial Reporting Standards.

“Initial Merger” means the merger of Merger Sub 1 with and into Caravelle.

“IPO” means Pacifico’s initial public offering.

“Lock-up Agreements” means the lock-up agreements that certain holders of Caravelle ordinary shares and certain holders of Pacifico Common Stock executed contemporaneously with the execution of the Merger Agreement.

“Lock-Up Period” means the period commencing on the Closing Date and ending on the earlier of (A) six-month anniversary of the date of the Closing; 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.

“Lock-up Shares” means 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, 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.

“Merger” means SPAC Merger and Initial Merger.

“Merger Agreement” means certain Agreement and Plan of Merger (as may be amended, supplemented or otherwise modified from time to time entered into by PubCo, Merger Sub 1, Merger Sub 2 and Caravelle on April 5, 2022

“Merger Sub 1”means Pacifico International Group, a Cayman Islands exempted company and a direct wholly-owned subsidiary of PubCo.

“Merger Sub 2” means Pacifico Merger Sub 2 Inc., a Delaware corporation and a direct wholly-owned subsidiary of PubCo.

“Nasdaq” means The Nasdaq Stock Market LLC.

“Nasdaq Proposal” or “Proposal No. 3” means 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 and the PIPE.

“NYSE” means the New York Stock Exchange.

“Over-allotment Units” means additional 750,000 additional Public Units that the underwriters purchased when the underwriters fully exercised the option to cover over-allotments on September 22, 2021.

“Pacifico” means Pacifico Acquisition Corp.

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

“Pacifico Common Stock” or “Public Shares” means shares of common stock of Pacifico.

“Pacifico Rights” or “Public Rights” means rights of Pacifico.

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

“Pacifico Units” or “Public Units” means units of Pacifico.

“Pacifico UPOs” means unit purchase option of PubCo.

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“PIPE Investment” means the sale of PubCo Ordinary Shares pursuant to PIPE Subscription Agreements in a private placement to occur concurrently with the Business Combination.

“PIPE Investment Amount” means $60,000,000.

“PIPE Subscription Agreements” means the subscription agreements entered into by PubCo and the PIPE investors within two (2) months after the date of the Merger Agreement, pursuant to which the PIPE investors have agreed to make a private investment in PubCo in the aggregate amount of $60,000,000 to purchase an aggregate of 6,000,000 PubCo Ordinary Shares at a price per share equal to $10.00 at the Closing.

“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.

“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.

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Pacifico Acquisition Corp.
c/o Pacifico Capital LLC
521 Fifth Avenue 17 th 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 and the PIPE (as defined below) (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 [•] not later than the time appointed for the Special Meeting or adjourned meeting. Voting by proxy will not prevent you from

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voting your shares in person if you subsequently choose to attend the Special Meeting. If you fail to return your proxy card 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. You may revoke a proxy at any time before it is voted at the Special Meeting by executing and returning a proxy card dated later than the previous one, by attending the Special Meeting in person and casting your vote by ballot or by submitting a written revocation to [•], that is received by the proxy solicitor before we take the vote at the Special Meeting. If you hold your shares through a bank or brokerage firm, you should follow the instructions of your bank or brokerage firm regarding revocation of proxies.

The Pacifico Board unanimously recommends that you vote “FOR” approval of each of the Proposals.

By order of the Board of Directors, |  |
Edward Cong Wang Chief Executive Officer Pacifico Acquisition Corp. |  |
[•], 2022 |  |

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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 UPOs, 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.

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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, [•], [address], individuals call toll-free at [number] and banks and brokers call at [number].

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.

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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;

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• 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 depends on certain customers for its revenue;

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

• Caravelle has no operating history in CO-Tech Business and the barrier for future growth might be high;

• Caravelle’s operating results forecast 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.

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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 PIPE; 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

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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 our 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, 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. The initial stockholders have also agreed that they will vote any shares they purchase in the open market in or after the IPO in favor of each of the Proposals.

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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

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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 (i) the issuance of the [•] PubCo Ordinary Shares in the Merger, including 50,000,000 PubCo Ordinary Shares issued to the current Caravelle shareholders; (ii) the issuance of up to 8,244,500 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 749,500 shares are issued upon conversion of the Pacifico Rights, including private rights); (iii) the issuance of [•] PIPE Shares to

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the PIPE Investors, and (iv) an aggregate of 43,125 PubCo Ordinary Shares are issued to Chardan as deferred compensation, Pacifico’s current public stockholders will own approximately [•]% of the issued share capital of PubCo.

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:

[•]

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.

Q: Who will manage PubCo?

A: In connection with the Closing, all of the officers and directors of Pacifico will resign and Guohua Zhang will be appointed as President & Chief Executive Officer, Xiaohui Wang will be appointed as Chief Financial Officer, and Dong Zhang will be appointed as Chief Shipping Officer. Effective as of the Closing, the board of directors of PubCo will consist of five members, of which a majority of whom will be considered “independent” under Nasdaq’s listing standards. For more information on PubCo’s current and anticipated management, see the section titled “PubCo’s Directors and Executive Officers after the Business Combination” in this proxy statement/prospectus.

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Q: What happens if the Business Combination is not consummated?

A: If the Business Combination is not consummated, Pacifico may seek another suitable business combination. If Pacifico does not consummate a business combination by September 16, 2022 (or extended up to March 16, 2023, as previously described), then pursuant to Article Sixth of its amended and restated certificate of incorporation, Pacifico’s officers must take all actions necessary in accordance with the General Corporation Law of Delaware to dissolve and liquidate Pacifico as soon as reasonably practicable. Following dissolution, Pacifico will no longer exist as a company. In any liquidation, the funds held in the Trust Account, plus any interest earned thereon (net of taxes payable), together with any remaining out-of-trust net assets will be distributed pro-rata to holders of Pacifico Common Stock who acquired such shares in the IPO or in the aftermarket. The estimated consideration that each share of Pacifico Common Stock would be paid at liquidation would be approximately $10.10 per share for stockholders based on amounts on deposit in the trust account as of [•], 2022. The closing price of Pacifico Common Stock on Nasdaq as of [•], 2022 was $[•]. The Sponsor and other initial stockholders and Chardan waived the right to any liquidation distribution with respect to any Pacifico Common Stock held by them.

Q: What happens to the funds deposited in the Trust Account following the Business Combination?

A: Following the Closing, holders of Pacifico Common Stock exercising redemption rights will receive their per share redemption price out of the funds in the Trust Account. The balance of the funds will be released to PubCo and utilized to fund working capital needs of PubCo. As of [•], 2022, there was approximately $[•] million in the Trust Account. Pacifico estimates that approximately $10.10 per outstanding share issued in the IPO will be paid to the public investors exercising their redemption rights. Any funds remaining in the Trust Account after such uses will be used for future working capital and other corporate purposes of the combined entity.

Q: What are the U.S. federal income tax consequences of exercising my redemption rights?

A: 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 Pacifico Common Stock under Section 302 of the Internal Revenue Code (the “Code”). If the redemption qualifies as a sale or exchange of 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 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 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 Pacifico Common Stock have suspended the applicable holding period for this purpose. The deductibility of capital losses is subject to limitations. See the section titled “Material U.S. Federal Income Tax Consequences — Certain U.S. Federal Income Tax Consequences of Exercising Redemption Rights.”

Q: Will holders of Pacifico Common Stock or Pacifico Rights be subject to U.S. federal income tax on the PubCo Ordinary Shares received in the Business Combination?

A: Subject to the limitations and qualifications described in the section of this proxy statement/prospectus entitled “Material U.S. Federal Income Tax Consequences of the Business Combination,” the parties to the Merger intend that the Merger qualify as a tax-free exchange for U.S. federal income tax purposes. The requirements for tax-free treatment are complex and qualification for such treatment could be adversely affected by events or actions that occur following the Business Combination that are beyond Pacifico and PubCo’s control. To the extent the Business Combination does not so qualify, it could result in the imposition of substantial taxes to the holders of Pacifico Common Stock and Pacifico Rights.

Moreover, Section 367(a) of the Code and the applicable Treasury regulations promulgated thereunder provide that, where a U.S. person exchanges stock or securities in a U.S. corporation for stock or securities in a non-U.S. (“foreign”) corporation in a transaction that qualifies as a reorganization, the U.S. person is required to recognize any gain, but not loss, realized on such exchange unless certain additional requirements are met. There are significant factual and legal uncertainties concerning the determination of whether these requirements will be satisfied in the case of the Business Combination.

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Provided that the Merger qualifies as a tax-free exchange pursuant to Section 351 of the Code, and additional requirements for tax-free treatment under Section 367(a) of the Code are satisfied, a U.S. holder will generally not recognize gain or loss with respect to the exchange of Pacifico Common Stock or Pacifico Rights for PubCo Ordinary Shares pursuant to the Merger and such U.S. holder’s (i) tax basis in its PubCo Ordinary Shares received in the Merger will generally equal the adjusted tax basis of Pacifico Common Stock or Pacifico Rights surrendered in exchange therefor and (ii) holding period for the PubCo Ordinary Shares will generally include the period during which such U.S. holder held Pacifico Common Stock or Pacifico Rights.

The tax consequences of the Merger are complex and will depend on your particular circumstances. For a more detailed discussion of certain U.S. federal income tax consequences of the Merger and the Business Combination, see the section titled “Material U.S. Federal Income Tax Consequences of the Business Combination” in this proxy statement/prospectus. Holders should consult their own tax advisors to determine the tax consequences to them (including the application and effect of any state, local or other income and other tax laws) of the Business Combination.

Q: Who can help answer my questions?

A: If you have questions about the Proposals or if you need additional copies of this proxy statement/prospectus or the enclosed proxy card you should contact Pacifico’s proxy solicitor at:

[•]

You may also obtain additional information about Pacifico from documents filed with the SEC by following the instructions in the section titled “Where You Can Find Additional Information.”

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DELIVERY OF DOCUMENTS TO PACIFICO’S sTOCKholders

Pursuant to the rules of the SEC, Pacifico and vendors that it employs to deliver communications to its stockholders are permitted to deliver to two or more stockholders sharing the same address a single copy of this proxy statement/prospectus, unless Pacifico has received contrary instructions from one or more of such stockholders. Upon written or oral request, Pacifico will deliver a separate copy of this proxy statement/prospectus to any stockholder at a shared address to which a single copy of this proxy statement/prospectus was delivered and who wishes to receive separate copies in the future. Stockholders receiving multiple copies of the proxy statement may likewise request that Pacifico deliver single copies of this proxy statement/prospectus in the future. Stockholders may notify Pacifico of their requests by contacting our proxy solicitor as follows:

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SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

This summary highlights selected information from this proxy statement/prospectus but may not contain all of the information that may be important to you. Accordingly, we encourage you to read carefully this entire proxy statement/prospectus, including the Merger Agreement (and the related Exhibits attached thereto) attached as Annex A, and PubCo’s Amended and Restated Memorandum and Articles of Association attached as Annex B. Please read these documents carefully as they are the legal documents that govern the Business Combination and your rights in the Business Combination.

Unless otherwise specified, all share calculations assume no exercise of the redemption rights by Pacifico’s stockholders.

The Parties to the Business Combination

Pacifico Acquisition Corp.

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.

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 additional Public Units (the “Over-allotment Units”), generating gross proceeds of $7,500,000.

Concurrently with the closing of Pacifico’s IPO, the Sponsor and Chardan Capital Markets LLC (“Chardan”) (and/or their designees) purchased an aggregate of 281,250 units of Pacifico (the “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 an additional 26,250 Private Units (the “Additional Private Units”) to the Sponsor and Chardan at a price of $10.00 per Additional Private Unit, generating gross proceeds of $262,500.

The Private Units are identical to the Public Units except with respect to certain registration rights and transfer restrictions. The proceeds from the Private Units were added to the proceeds from the IPO to be held in the Trust Account. If Pacifico does not complete a Business Combination by September 16, 2022 (or up to March 16, 2023, if the time period is extended as previously described herein), the proceeds from the sale of the Private Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Units and all underlying securities will expire worthless.

As of December 31, 2021, cash of $217,818 were held outside of the Trust Account and is available for working capital purposes.

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 a U.S.-based trust account (the “Trust Account”) with American Stock Transfer & Trust Company, LLC (“AST”) acting as trustee and can be invested only in U.S. government treasury bills with a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act and that invest only in direct U.S. government treasury obligations. These funds will not be released until the earlier of the completion of the initial business combination and the liquidation due to Pacifico’s failure to complete a business combination within the applicable period of time.

The Public Units, the Public Shares and the Public Rights are each quoted on Nasdaq, under the symbols “PAFOU,” “PAFO” and “PAFOR,” respectively.

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Caravelle

Caravelle is a global carbon-neutral ocean technology company operating in the international shipping industry. Caravelle’s business comprises two sectors: its traditional business in international shipping and its new carbon-neutral ocean technology (“CO-Tech”) business.

Caravelle operates the international shipping services through its subsidiaries, Topsheen Shipping Group Corporation, Topsheen Shipping Singapore Pte. Ltd., and Topsheen Bulk Shipping Pte. Ltd. Caravelle’s international shipping business generated $121,961,057 and $78,351,444 revenue in FY 2021 and 2020, respectively, constituting 100% of Caravelle’s revenue in the past two years. Caravelle expects to see a steady growth in the international shipping business.

Caravelle intends to operate its CO-Tech business through its subsidiary, Singapore Garden Pte. Ltd. Building upon Caravelle’s international shipping services and Dr. Guohua Zhang’s experience in the timber industry and technological innovation, Caravelle intends to launch the CO-Tech business, which enables wood desiccation during the maritime voyage. Caravelle expects to launch the first vessel with wood desiccation capacity in the third quarter of 2022.

PubCo

PubCo was incorporated on February 28, 2022 under the laws of the Cayman Islands for the purpose of effecting the Business Combination and to serve as the publicly traded holding company for Caravelle.

Merger Sub 1

Merger Sub 1 was incorporated on February 28, 2022 under the laws of the Cayman Islands, as a wholly-owned subsidiary of PubCo for the purpose of effecting the Initial Merger.

Merger Sub 2

Merger Sub 2 was incorporated on February 15, 2022 under the laws of Delaware, as a wholly-owned subsidiary of PubCo for the purpose of effecting the SPAC Merger.

Terms of the Business Combination

The Merger Agreement

On April 5, 2022, Pacifico entered into that certain Agreement and Plan of Merger (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 Units” or “Public Units”) will be automatically detached, (iii) each unredeemed outstanding share of common stock of Pacifico (the “Pacifico Common Stock” or “Public Shares”) will be cancelled in exchange for the right to receive one (1) PubCo Ordinary Share, (iv) every ten (10) outstanding rights of Pacifico

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(the “Pacifico Rights” or “Public 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 UPOs”) will automatically be cancelled and cease to exist in exchange for one (1) unit purchase option of PubCo (the “PubCo UPOs”).

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 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.

Pacifico and Caravelle have agreed that the Closing shall occur no later than August 31, 2022 (the “Agreement End Date”). The Agreement End Date may be extended upon the written agreement of Pacifico and Caravelle.

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.

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.

For more information about the Business Combination, please see the sections titled “Proposal No. 1 — The Business Combination” and “Proposal No. 2 — The Redomestication.”

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Post-Business Combination Structure and Impact on the Public Float

The following chart illustrates the ownership structure of PubCo immediately following the Business Combination. The equity interests shown in the diagram below were calculated based on the assumptions that (i) no Pacifico stockholder exercises its redemption rights, (ii) none of the parties in the chart below purchase Pacifico Common Stock in the open market, (iii) an aggregate of [6,000,000] PubCo Ordinary Shares are issued to the PIPE Investors; and (iv) there are no other issuances of equity by Pacifico prior to or in connection with the consummation of the Business Combination.

If the actual facts are different than these assumptions, the percentage ownership retained by Pacifico’s public stockholders following the Business Combination will be different.

Management and Board of Directors Following the Business Combination

In connection with the Closing, all of the officers and directors of Pacifico will resign and Guohua Zhang will be appointed as the President and Chief Executive Officer, Xiaohui Wang will be appointed as Chief Financial Officer, and Lisha Ao will be appointed as the Chief Operating Officer. Effective as of the Closing, the board of directors of PubCo will consist of nine members, of which eight members will be designated by Caravelle and one will be designated by Pacifico and a majority of whom will be considered “independent” under Nasdaq’s listing standards. See section titled “PubCo’s Directors and Executive Officers after the Business Combination” for additional information.

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

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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 the 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 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.

Additional Agreement to be Executed after the Signing of the Merger Agreement

Within 2 months after the signing of the Merger Agreement, SPAC and PubCo will enter into separate subscription agreements (the “PIPE Subscription Agreements”) with a number of subscribers (each a “Subscriber”), pursuant to which the Subscribers agrees to purchase, and PubCo agrees to issue and sell to the Subscribers, an aggregate of 6 million PubCo Ordinary Shares, par value $0.0001 per share, for a purchase price of $10.00 per share and an aggregate purchase price of approximately $60 million (the “PIPE Investment”).

The PIPE Subscription Agreements provide that within 90 calendar days after the Closing, PubCo will file with the SEC (at its sole cost and expense) a registration statement on Form F-3 or F-1 (“F-3/F-1 Registration Statement”) registering the resale of Registrable Securities, and PubCo shall use its reasonable best efforts to have the F-3/F-1 Registration Statement declared effective as soon as practicable after the filing thereof, but no later than the earlier of (i) the 60th calendar day (or 90th calendar day if the SEC notifies PubCo that it will “review” the F-3/F-1 Registration Statement) following the Closing and (ii) the fifth business day after the date PubCo is notified (orally or in writing, whichever is earlier) by the SEC that the F-3/F-1 Registration Statement will not be “reviewed” or will not be subject to further review.

The foregoing description of the PIPE Subscription Agreements 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 J to the Merger Agreement and as Exhibit 10.5, and incorporated herein by reference.

Redemption Rights

Pursuant to Pacifico’s amended and restated certificate of incorporation, Pacifico’s public stockholders may elect to have their shares redeemed for cash at the applicable redemption price per share equal to the quotient obtained by dividing (i) the aggregate amount on deposit in the trust account as of two business days prior to the consummation of the Business Combination, including interest (net of taxes payable), by (ii) the total number of then-outstanding public shares. As of [•], 2022, this would have amounted to approximately $10.10 per share.

You will be entitled to receive cash for any public shares to be redeemed only if you:

(i) (x) hold public Pacifico Common Stock or (y) hold public Pacifico Common Stock through Pacifico Units and you elect to separate your Pacifico Units into the underlying public Pacifico Common Stock and public Pacifico Rights prior to exercising your redemption rights with respect to the public Pacifico Common Stock; and

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(ii) prior to 5:00 p.m., Eastern Time, on [•], 2022, (a) submit a written request to the transfer agent that Pacifico redeem your public shares for cash and (b) deliver your public shares to the transfer agent, physically or electronically through DTC.

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.

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

Notwithstanding the foregoing, a holder of the public shares, together with any affiliate of his or her or any other person with whom he or she is acting in concert or as a “group” (as defined in Section 13(d)-(3) of the Exchange Act) will be restricted from seeking redemption rights with respect to more than 20% of the Pacifico Common Stock.

If a holder exercises its redemption rights, then such holder will be exchanging its public shares for cash and will no longer own shares of the post-Business Combination company. Such a holder will be entitled to receive cash for its public shares only if it properly demands redemption and delivers its shares (either physically or electronically) to our Transfer Agent in accordance with the procedures described herein. Please see the section titled “The Special Meeting — Redemption Rights” for the procedures to be followed if you wish to redeem your public shares for cash.

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.

The Proposals

At the Special Meeting, Pacifico’s stockholders will be asked to vote on the following:

• the Business Combination Proposal;

• the Redomestication Proposal;

• the Nasdaq Proposal; and

• the Adjournment Proposal.

Please see the section titled “The Special Meeting” on page 59 for more information on the foregoing Proposals.

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Voting Securities, Record Date

As of [•], 2022, there were 7,495,000 shares of Pacifico Common Stock issued and outstanding. Only Pacifico’s stockholders who hold shares of Pacifico Common Stock 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. Approval 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.

As of [•], 2022, the initial stockholders and Chardan collectively owned and was entitled to vote 1,745,000 shares of Pacifico Common Stock, or approximately 23.3% of Pacifico’s outstanding shares. With respect to the Business Combination, the initial stockholders and Chardan, which owns approximately 23.3% of Pacifico’s outstanding shares as of the record date, has agreed to vote its Pacifico Common Stock in favor of the Business Combination Proposal and the Redomestication, and intends to vote for the other Proposals although there is no agreement in place with respect to voting on the other Proposals.

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 Merger 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.

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 our stockholders’ best interest; and

• [any other interests to be considered?].

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Recommendations of the Pacifico Board to the Pacifico Stockholders

After careful consideration of the terms and conditions of the Merger Agreement, the Pacifico Board has determined that Business Combination and the transactions contemplated thereby are fair to and in the best interests of Pacifico and its stockholders. In reaching its decision with respect to the Business Combination and the Redomestication, the Pacifico Board reviewed various industry and financial data and the due diligence and evaluation materials provided by Caravelle. The Pacifico Board did not obtain a fairness opinion on which to base its assessment. The Pacifico Board recommends that Pacifico’s stockholders vote:

• FOR the Business Combination Proposal;

• FOR the Redomestication Proposal;

• FOR the Nasdaq Proposal; and

• FOR the Adjournment Proposal.

Summary of Risk Factors

In evaluating the Business Combination and the Proposals to be considered and voted on at the Special Meeting, you should carefully review and consider the risk factors set forth under the section titled “Ri sk Fact ors” beginning on page 27 of this proxy statement/prospectus. The occurrence of one or more of the events or circumstances described in that section, alone or in combination with other events or circumstances, may have a material adverse effect on (i) Pacifico’s ability to complete the Business Combination, and (ii) the business, cash flows, financial condition and results of operations of PubCo following consummation of the Business Combination.

Risks Related to the International Shipping Industry

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

• 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.

• 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.

• 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.

• 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 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.

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

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

• 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.

• 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.

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

• 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.

Risks Related to Caravelle’s International 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.

• Caravelle depends on certain customers for its revenue.

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

• Labor interruptions could disrupt Caravelle’s business.

• 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.

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

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

Risks related to Caravelle’s CO-Tech Business

• Caravelle has no operating history and faces significant barriers to growth in the CO-Tech business sector.

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

• Caravelle’s operating results forecast 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 expects its operating expenses to increase significantly in the future, which may impede its ability to achieve profitability.

• Caravelle is dependent upon its proprietary intellectual properties.

• 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 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.

• In the new CO-Tech wood desiccation business, many of the wood products Caravelle purchases and resells are commodities whose price is determined by the market’s supply and demand for such products, and the markets in which Caravelle operates are cyclical and competitive.

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

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

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

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

Risks related to Caravelle’s Overall Business

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

• 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 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 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 business depends upon certain employees who may not necessarily continue to work for us.

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

• 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.

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

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

• 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.

• 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.

Risks Related to PubCo

• no public market for PubCo’s shares and uncertainty in the development of an active trading market for PubCo’s shares;

• price volatility of PubCo’s shares;

• sale or availability for sale of substantial amounts of PubCo’s shares;

• potential dilution for existing shareholders upon PubCo’s issuance of additional shares;

• potential treatment of PubCo as a passive foreign investment company; and

• exemptions from requirements applicable to other public companies due to PubCo’s status as an emerging growth company;

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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.

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

• 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.

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CARAVELLE SUMMARY FINANCIAL INFORMATION

Selected Condensed Consolidated Financial Schedule of Caravelle and Its Subsidiaries

The following tables present selected condensed consolidated financial data of Caravelle and its subsidiaries for the fiscal years ended October 31, 2021 and 2020, and balance sheet data as of October 31, 2021 and 2020, which have been derived from Caravelle’s audited consolidated financial statements for those periods. Caravelle records its investments in its subsidiaries under the equity method of accounting. Such investments are presented in the selected condensed consolidated balance sheets of Caravelle as “Investments in subsidiaries” and the profit of the subsidiaries is presented as “Income for equity method investment” in the selected condensed consolidated statements of operations and comprehensive income.

Selected Statements Of Operations Information

|  | For the Fiscal Year Ended October 31, 2021 |  | For the Fiscal Year Ended October 31, 2020
Revenues |  | $ | 121,961,057 |  | $ | 78,351,448 |
Gross profit (loss) |  | $ | 12,952,204 |  | $ | (3,938,687 | )
Operating expenses |  | $ | 2,470,989 |  | $ | 1,792,779 |
Income (loss) before income taxes |  | $ | 10,258,735 |  | $ | (5,758,629 | )
Income taxes provision |  | $ | 2,113 |  | $ | 2,357 |
Net income (loss) |  | $ | 10,256,622 |  | $ | (5,760,986 | )

Selected Balance Sheet Information:

|  | As of October 31, 2021 |  | As of October 31, 2020
Current assets |  | $ | 26,115,651 |  | $ | 14,906,186 |
Total assets |  | $ | 27,185,703 |  | $ | 16,230,017 |
Current liabilities |  | $ | 20,441,741 |  | $ | 18,811,533 |
Total liabilities |  | $ | 23,813,181 |  | $ | 22,886,310 |
Total shareholders’ equity (deficit) |  | $ | 3,372,522 |  | $ | (6,656,293 | )

Selected Statements Of Cash Flows Information:

|  | For the Fiscal Year Ended October 31, 2021 |  | For the Fiscal Year Ended October 31, 2020
Net cash provided by operating activities |  | $ | 632,490 |  | $ | 1,104,431
Net cash provided by (used in) investing activities |  |  | 300,000 |  |  | (301,563)
Net cash provided by financing activities |  |  | 1,306,065 |  |  | 4,887,409
Net increase in cash and cash equivalent |  |  | 2,238,555 |  |  | 5,690,277

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COMPARATIVE HISTORICAL AND UNAUDITED
PRO FORMA COMBINED PER SHARE FINANCIAL INFORMATION

The following table sets forth summary historical comparative share information for Pacifico and Caravelle, respectively, and unaudited pro forma condensed combined per share information after giving effect to the Business Combination and other events contemplated by the Business Combination Agreement presented under two scenarios:

• Scenario 1 — Assuming No Redemptions into Cash: no Pacifico shareholders exercise their redemption rights, all Pacifico shares previously subject to redemption for cash amounting to $51 million would be transferred to permanent equity; and

• Scenario 2 — Assuming Maximum Redemptions into Cash: the maximum number of Pacifico shares are redeemed for cash by Pacifico shareholders, $58,075,000 would be paid out in cash. The $51,326,825, which is the amount required to redeem 5,750,000 Pacifico shares, represents the maximum redemption amount to leave a minimum of $5.0 million of net tangible assets, including the cash to be released from Pacifico’s Trust Account, after giving effect to payments for estimated transaction expenses and payments to redeeming shareholders based on a consummation of the Business Combination on December 31, 2021.

This information is only a summary and be read in conjunction with the historical financial statements of Pacifico and Caravelle and related notes that are included elsewhere in this proxy statement/prospectus. The unaudited pro forma combined per share information of Pacifico and Caravelle is derived from, and should be read in conjunction with, the unaudited pro forma condensed combined financial statements and related notes included elsewhere in this proxy statement/prospectus.

The unaudited pro forma combined income (loss) per share information below does not purport to represent the earnings per share which would have occurred had the companies been combined during the period presented, nor earnings per share for any future date or period. The unaudited pro forma combined book value per share information below does not purport to represent what the value of Pacifico and Caravelle would have been had the companies been combined during the period presented.

Year Ended December 31, 2021 |  | Caravelle |  | Pacifico |  | Pro Forma Combined Assuming No Redemptions into Cash |  | Pro Forma Combined Assuming Maximum Redemptions into Cash
Net (loss)/income and total comprehensive (loss)/income attributable to shareholders |  | 5,310,508 |  | (221,447 | ) |  | 5,089,061 |  | 5,089,061
shareholders’ equity |  | 583,915 |  | 4,613,678 |  |  | 114,830,734 |  | 56,755,734
Shareholders’ equity per share – basic and diluted |  | NA |  | 1.35 |  |  | 1.74 |  | 0.94
Weighted average shares outstanding of non-redeemable common stock |  | NA |  | 1,418,380 |  |  | 66,143,875 |  | 60,393,875
Basic and diluted net income (loss) per share, non-redeemable common stock |  | NA |  | (0.77 | ) |  | 0.08 |  | 0.08
Weighted average shares outstanding of redeemable common stock |  | NA |  | 1,990,132 |  |  | NA |  | NA
Basic and diluted net income (loss) per share, redeemable common stock |  | NA |  | 0.44 |  |  | NA |  | NA

____________

(1) Book value per share = total equity/common shares outstanding

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SECURITIES AND DIVIDENDS

Pacifico’s units (“Public Units”), common stock and rights are each quoted on the Nasdaq, under the symbols “PAFOU,” “PAFO” and “PAFOR,” respectively. Each Public Unit consists of one share of common stock (“Public Share”) and one right (“Public Right”). Each Public Right will convert into one-tenth (1/10) of one PubCo Ordinary Share upon the consummation of the Business Combination. The Public Shares and Public Rights commenced trading on Nasdaq on September 14, 2021.

Pacifico has not paid any cash dividends on its common stock to date and does not intend to pay cash dividends prior to the completion of the Business Combination. The payment of cash dividends in the future by PubCo will be dependent upon PubCo’s revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of a business combination. The payment of any dividends subsequent to the Business Combination will be within the discretion of the PubCo board of directors. It is the present intention of the Pacifico Board to retain all earnings, if any, for use in its business operations and, accordingly, the Pacifico Board does not anticipate declaring any dividends in the foreseeable future.

Caravelle’s securities are not currently publicly traded. Caravelle is applying to list the PubCo Ordinary Shares on Nasdaq in connection with the Business Combination.

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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 the 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 the 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

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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 of manufacturing;

• global and regional economic and political conditions;

• developments 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 are 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

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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 strength, 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.

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

In 2020 and 2021, the cost of marine fuel accounted for about 25.3% and 24.3% 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.

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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 depends on certain customers for its revenue.

For the years ended December 31, 2021 and 2020, no customers accounted for 10% or more of Caravelle’s international shipping business revenue. The loss of any of Caravelle’s significant customers, a customer’s failure to make payments or perform under any of the applicable contracts, or a decline in payments under the contracts could have a material adverse effect on Caravelle’s business, financial condition, cash flows and results of operations.

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

Caravelle charters vessels mostly from Topsheen Shipping Group Limited, a company controlled by Mr. Dong Zhang, Caravelle’s chief shipping officer. If Topsheen Shipping Group 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.

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.

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Risks Related to Caravelle’s CO-Tech Business

Caravelle has no operating history in the CO-Tech Business and the barrier for future growth might be high.

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

Furthermore, even if Caravelle achieves a stable wood desiccation, carbon trading, and sale of wood vinegar business operation, it faces significant barriers to growth in the relevant industries, including continuity in development and expansion of the carbon-trading market, 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 commercial-stage companies, including scaling its infrastructure and headcount, and may encounter unforeseen expenses, difficulties or delays in connection with its growth. In addition, it can be expected to continue to incur substantial operating expenses without generating sufficient revenues to cover those expenditures. There is no assurance Caravelle will ever be able to generate revenue, raise additional capital when required or operate profitably. Any investment in Caravelle is therefore highly speculative.

Caravelle’s newly launched CO-Tech business sector has no operating history and no revenues, and there is no basis 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 Registration Statement. Caravelle anticipates to formally commence its carbon-neutral shipping business in the third quarter of 2022. Because of the lack of operating history, you have no basis upon which to evaluate Caravelle’s ability to achieve its business objective for the CO-Tech business sector.

Caravelle’s operating results forecast 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 operating results forecast 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.

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Specifically, Caravelle’s results forecast 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 invaluable 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;

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• 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’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 Registration Statement. 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.

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 products to its customers in a timely manner, or were to damage timber supply or logs during transport, Caravelle may be unable to reach the expected profit level, or at all. 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

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result in higher logging costs or the inability to capitalize on stronger log prices to the extent logging contractors cannot be secured at a competitive cost. Such events could harm its reputation, negatively affect its customer relationships and adversely affect its business.

In the new CO-Tech wood desiccation business, many of the wood products Caravelle purchases and resells are commodities whose price is determined by the market’s supply and demand for such products, and the markets in which Caravelle 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 may fall below its cash production costs, requiring Caravelle to either incur short-term losses on product sales or suspend operations. Therefore, its profitability with respect to these wood products depends, in significant part, on 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 balance for its primary products.

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

A substantial portion of Caravelle’s projected income in the CO-Tech business comes from the 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 third 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 third quarter of 2022.

Caravelle depends on Dr. Guohua Zhang’s license of the core technologies 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 privy to Dr. Guohua Zhang. If Dr. Zhang discontinues such license of patents or provision of trade secrets to Caravelle, Caravelle’s CO-Tech business sector may fail.

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 third quarter of 2022, there is a risk that Caravelle is not able to recruit new crews and employees,

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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,

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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

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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 Registration Statement, 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.

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.

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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

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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 common stock of Pacifico.

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 combined PubCo’s 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 PubCo’s 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 PubCo’s 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.

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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 PubCo’s ordinary shares.

The sale or availability for sale of substantial amounts of ordinary shares could adversely affect their market price.

Sales of substantial amounts of the [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 the [ordinary shares] and could materially impair PubCo’s ability to raise capital through equity offerings in the future. The [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 and [•] will exchange the ordinary shares of Caravelle held by them for [PubCo Ordinary Shares] upon the consummation of the Business Combination [and have agreed, subject to certain exceptions, not to sell any [PubCo Ordinary Shares] for 180 days after the date of this prospectus without the prior written consent of PubCo]. Shares of PubCo to be held by PubCo’s certain existing shareholders after the Business Combination may be sold in the public market in the future subject to the restrictions in Rule 144 and Rule 701 under the Securities Act and the applicable lockup agreements. 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 the 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.

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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 the 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/Caravelle]’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 prospectus and in filings required of a public company, [PubCo/Caravelle]’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/Caravelle]’s business and operating results could be adversely affected, and, even if the claims do not result in litigation or are resolved in [PubCo/Caravelle]’s favor, these claims, and the time and resources necessary to resolve them, could cause an adverse effect on [PubCo/Caravelle]’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.

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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’s 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 the 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.

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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 Global Market]. PubCo may also follow the home country practice for certain other corporate governance practices after the closing of this offering which may differ from the requirements of [The Nasdaq Global 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 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 reside outside of the United States. 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.

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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.

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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.

Assuming none of the outstanding warrants has been exercised, 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

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

As a result, you will not have the same protection afforded to shareholders of companies that are subject to these corporate governance requirements

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 shares of the 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

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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.

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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 shares of 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 shares of 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.

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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. 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;

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• 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; and

• [NTD discuss other interests- from Loeb/Pacifico].

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.

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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 stat ement/prospect us 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.

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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 2 — [ ] — 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 shares of the PubCo Ordinary Shares in the market could be adversely affected. The Combined

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Company intends to apply 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 [•]% of non-redeemable shares of the PubCo Ordinary Shares and the Sponsor and Pacifico’s current executive officers, directors and affiliates will own approximately [•]% of non-redeemable shares of the PubCo Ordinary Shares. Assuming redemption by holders of [•] outstanding Public Shares, the Pacifico’s current public stockholders will own approximately [•]% of non- redeemable shares of the PubCo Ordinary Shares and the Sponsor and Pacifico’s current executive officers, directors and affiliates will own approximately [•]% of non-redeemable shares of the 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.

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

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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’s 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.

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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, that would affect the vote on the Business Combination Proposal, the Redomestication Proposal and the other Proposals.

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.

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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.

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 trading market for the PubCo Ordinary Shares will depend, in part, on the research and reports that securities or industry analysts publish about the Combined Company. The Combined Company does not have any control over these analysts. If the Combined Company’s financial performance fails to meet analyst estimates or one or more of the analysts who cover the Combined Company downgrade the PubCo Ordinary Shares or change their opinion, the Combined Company’s stock price would likely decline. If one or more of these analysts cease coverage of the Combined Company or fail to regularly publish reports on the Combined Company, it could lose visibility in the financial markets, which could cause the Combined Company’s stock price or trading volume to decline.

Because the Combined Company does not anticipate paying any cash dividends in the foreseeable future, capital appreciation, if any, would be your sole source of gain.

The Combined Company currently anticipates that it will retain future earnings for the development, operation and expansion of its business and does not anticipate declaring or paying any cash dividends for the foreseeable future. As a result, capital appreciation, if any, of the PubCo Ordinary Shares would be your sole source of gain on an investment in the PubCo Ordinary Shares for the foreseeable future.

The future sales of shares by the Combined Company’s shareholders and future exercise of registration rights may adversely affect the market price of the PubCo Ordinary Shares.

Sales of a substantial number of shares of the PubCo Ordinary Shares in the public market could occur at any time. If the Combined Company’s shareholders sell, or the market perceives that the Combined Company’s shareholders intend to sell, substantial amounts of the PubCo Ordinary Shares in the public market, the market price of the PubCo Ordinary Shares could decline.

The holders of the Founder Shares are entitled to registration rights pursuant to a registration rights agreement entered into in connection with the IPO. The holders of the majority of these securities are entitled to make up to three demands that Pacifico register such securities. The holders of the majority of the Founder Shares, the Private Units and any working capital loans made to Pacifico are entitled to make up to three demands that PubCo registers such securities. The holders of the majority of the Founder Shares can elect to exercise these registration rights at any time commencing three months prior to the date on which the Founder Shares are to be released from escrow. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of the Business Combination. The presence of these additional Founder Shares trading in the public market may have an adverse effect on the market price of the PubCo Ordinary Shares.

The Combined Company is an emerging growth company, and the Combined Company cannot be certain if the reduced reporting requirements applicable to emerging growth companies will make the PubCo Ordinary Shares less attractive to investors.

Following the consummation of the Business Combination, the Combined Company will be an emerging growth company, as defined in the JOBS Act. For as long as the Combined Company continues to be an emerging growth company, it may take advantage of exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies,” including exemption from compliance with the auditor attestation requirements of Section 404, reduced disclosure obligations regarding executive compensation and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. The Combined Company will remain an emerging growth company until the earlier of (i)(x) [•], (y) the date on which the Combined Company has total annual gross revenue of at least $1.07 billion or (z) the date on which the Combined Company

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is deemed to be a large accelerated filer, which means the market value of shares of the PubCo Ordinary Shares that are held by non-affiliates exceeds $700 million as of the prior September 30th, and (ii) the date on which the Combined Company has issued more than $1.0 billion in non-convertible debt during the prior three-year period.

In addition, under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards until such time as those standards apply to private companies. The Combined Company has elected to avail itself of this exemption from new or revised accounting standards and, therefore, the Combined Company will not be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies.

Even after the Combined Company no longer qualifies as an emerging growth company, it may still qualify as a “smaller reporting company,” which would allow it to take advantage of many of the same exemptions from disclosure requirements including exemption from compliance with the auditor attestation requirements of Section 404 and reduced disclosure obligations regarding executive compensation in this proxy statement/prospectus and the Combined Company’s periodic reports and proxy statements.

The Combined Company cannot predict if investors will find the Combined Company’s common stock less attractive because the Combined Company may rely on these exemptions. If some investors find the PubCo Ordinary Shares less attractive as a result, there may be a less active trading market for the PubCo Ordinary Shares and its market price may be more volatile.

Subsequent to the consummation of the Business Combination, Pacifico may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on its financial condition, results of operations and stock price, which could cause you to lose some or all of your investment.

Although Pacifico has conducted due diligence on Caravelle, Pacifico cannot assure you that this diligence revealed all material issues that may be present in its business, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of Pacifico’s or Caravelle’s control will not later arise. As a result, Pacifico may be forced to later write-down or write-off assets, restructure its operations, or incur impairment or other charges that could result in losses. Even if Pacifico’s due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with Pacifico’s preliminary risk analysis. Even though these charges may be non-cash items and may not have an immediate impact on Pacifico’s liquidity, the fact that Pacifico reports charges of this nature could contribute to negative market perceptions about the Combined Company’s securities. In addition, charges of this nature may cause the Combined Company to be unable to obtain future financing on favorable terms or at all.

A market for the Combined Company’s securities may not continue, which would adversely affect the liquidity and price of its securities.

Following the Business Combination, the price of the Combined Company’s securities may fluctuate significantly due to the market’s reaction to the Business Combination and general market and economic conditions. An active trading market for the Combined Company’s securities following the Business Combination may never develop or, if developed, it may not be sustained. In addition, the price of the Combined Company’s securities after the Business Combination can vary due to general economic conditions and forecasts, the Combined Company’s general business condition and the release of the Combined Company’s financial reports. Additionally, if the Combined Company’s securities are not listed on, or become delisted from Nasdaq for any reason, and are quoted on the OTC Bulletin Board, an inter-dealer automated quotation system for equity securities that is not a national securities exchange, the liquidity and price of the Combined Company’s securities may be more limited than if the Combined Company were quoted or listed on Nasdaq or another national securities exchange. You may be unable to sell your securities unless a market can be established or sustained.

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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 PIPE; 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

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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

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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, [•], 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 [•], our proxy solicitor, with individual call toll-free at [•] and banks and brokers call at [•].

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 [either make a request for redemption on the proxy card or separately] send a request in writing to Pacifico’s transfer agent. The [proxy card or separate 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

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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.

The Business Combination will not be consummated if the holders of [•] or more of shares of Pacifico Common Stock exercise their redemption rights.

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.

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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. [•], 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.

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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 (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” or “Public Units”) will be automatically detached, (iii) each unredeemed outstanding share of common stock of Pacifico (the “Pacifico Common Stock” or “Public Shares”) 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” or “Public 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 UPOs”) will automatically be cancelled and cease to exist in exchange for one (1) unit purchase option of PubCo (the “PubCo UPOs”).

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 August 31, 2022 (the “Agreement End Date”). The Agreement End Date may be extended upon the written agreement of Pacifico and Caravelle.

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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) PIPE investment; (t) anti-money laundering; (u) OFAC; and (v) 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 an escrow account established by Loeb & Loeb LLP (“Loeb”), as the escrow agent, (i) by July 31, 2022, $575,000 to extend the existence of Pacifico for three (3) months beyond the initial twelve (12) months and (ii) by October 31, 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.

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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;

• Pacifico shall have available $4,000,000 from all available sources (including the PIPE and amounts remaining in the Trust Account after redemption), but prior to the payment of any expenses;

• 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 all the Sponsors; 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;

• PubCo shall have delivered to Pacifico true, correct and complete copies of each of the PIPE Subscription Agreements entered into by PubCo with the applicable PIPE Investors named therein within two (2) months after the Merger Agreement, pursuant to which the PIPE Investors have committed to provide equity financing to PubCo with the total PIPE Investment Amount of $60,000,000 (the “PIPE Investment”) solely for purposes of consummating the Transactions;

• 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.

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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 PIPE Subscription Agreements have not been entered into by PubCo with the applicable PIPE Investors within two (2) months after the date of the Merger Agreement, pursuant to which the PIPE Investors have committed to provide equity financing to PubCo with the total PIPE Investment Amount of at least $60,000,000; (iii) the Closing has not occurred on or before the Agreement End Date, unless Pacifico is in material breach of the Merger Agreement; or (iv) 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.

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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

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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.

Additional Agreement to be Executed after the Signing of the Merger Agreement

Within 2 months after the signing of the Merger Agreement, SPAC and PubCo will enter into separate subscription agreements (the “PIPE Subscription Agreements”) with a number of subscribers (each a “Subscriber”), pursuant to which the Subscribers agrees to purchase, and PubCo agrees to issue and sell to the Subscribers, an aggregate of 6 million PubCo Ordinary Shares, par value $0.0001 per share, for a purchase price of $10.00 per share and an aggregate purchase price of approximately $60 million (the “PIPE Investment”).

The PIPE Subscription Agreements provide that within 90 calendar days after the Closing, PubCo will file with the SEC (at its sole cost and expense) a registration statement on Form F-3 or F-1 (“F-3/F-1 Registration Statement”) registering the resale of Registrable Securities, and PubCo shall use its reasonable best efforts to have the F-3/F-1 Registration Statement declared effective as soon as practicable after the filing thereof, but no later than the earlier of (i) the 60th calendar day (or 90th calendar day if the SEC notifies PubCo that it will “review” the F-3/F-1 Registration Statement) following the Closing and (ii) the fifth business day after the date PubCo is notified (orally or in writing, whichever is earlier) by the SEC that the F-3/F-1 Registration Statement will not be “reviewed” or will not be subject to further review.

The foregoing description of the PIPE Subscription Agreements 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 J to the Merger Agreement and as Exhibit 10.5, 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; and

• [disclose any other interests].

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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

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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 businesse. 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 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. 7: 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. 8: 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.

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• Target No. 9: In October 2022, 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. 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 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. Mr. 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 and Caravelle executed a mutual non-disclosure agreement.

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

On October 1, 2021, Mr. Edward Cong Wang and Mr. Yi Zhong had a conference call with Mr. Guohua Zhang, Mr. Sai Wang, and Mrs. 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, Pacifico and Caravelle held several conference calls to review Caravelle’s projections, due diligence requests and the potential transaction structure. Based on the information received, Pacifico conducted 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

Carbon neutral business 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.

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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. Pacifico also had a call with 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 Mrs. 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, Pacifico and Chardan had a conference call to discuss a transaction structure that would include initial consideration and earn-outs, 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 shares of common stock of the combined company;

• Earnout 1: 15 million shares of common stock of the combined company should it achieve revenues of $200 million in the first half of 2023;

• Earnout 2: 20 million shares of common stock of the combined company should it achieve audited revenues of $450 million for 2023.

Between December 17, 2021 and December 30, 2021, Pacifico and 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 earn-out structure described above, which still left opportunity for the current Caravelle stockholders to achieve additional value. Pacifico and Caravelle agreed on the earn-out 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 Law Offices LLC (“JunHe”) 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, Pacifico, Chardan and Caravelle 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.

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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 $300,000,000. 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 Mrs. 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, Pacifico, Loeb, Caravelle and JunHe held a call to discuss a potential dual-class structure in PubCo.

On February 18, 2022, Pacifico and Caravelle 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, Pacifico and 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, Pacifico, Loeb, Caravelle 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, Mr. Yi Zhong Mr. Sai Wang and Mrs. Lisha Ao held a conference call to discuss the status of the PIPE financing. Pacifico, Loeb and Chardan held a conference call to discuss the possibility of removing the earn-out 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 earn-out 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.

Between March 4, 2022 and March 7, 2022, Pacifico and Chardan had several calls to discuss PIPE financing structures. Pacifico recommended that Caravelle approach PIPE investors with a convertible preferred structure.

On March 21, 2022, Pacifico and Chardan held a call to review Caravelle’s investor deck, the potential transaction consideration including a reimplementation of the upfront and earn-out structure, and Caravelle’s progress on the PIPE financing. Following the conference call, Pacifico proposed the re-implementation of the earn-out structure to Caravelle.

On March 22, 2022, Pacifico, Loeb and Chardan held a conference call to discuss the Merger Agreement. The Merger Agreement was modified to include 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, Pacific, 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.

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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, Pacifico and Caravelle 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, the Pacifico’s board voted and unanimously to approve the transaction.

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

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.

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When considering the Business Combination with Caravelle, Pacifico’s board of directors 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, saving at least 50% of 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-termcustomers. Most of its clients are well-known timber buyers in Asia and the world, such as China’s largest flooring wood company NATURE, which is one of the 500 most valuable brands in Asia. 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 vlue 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.

- 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 tones 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.

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- Experienced Core Team. The management team is a unique combination of carbon-neutral and ocean transportation field and business experience, led by the CEO Mr. 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’s 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. No fee has been paid or will be paid to Chardan for any services related to the valuation of Caravelle.

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

In connection with Pacifico’s due diligence and consideration of the potential Business Combination with Caravelle, Caravelle’s management provided Pacifico with Caravelle’s internally prepared projections, as described below. These projections were prepared by Caravelle solely for internal use, are subjective in many respects and are therefore susceptible to varying interpretations and the need for periodic revision based on actual experience and business developments, and were not intended for third-party use, including by investors or security holders. You are cautioned not to rely on the forecasts in making a decision regarding the Business Combination, as the projections may be materially different than actual results.

Caravelle made the preliminary projection following 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 serval condition of fleet,

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which mainly focus on but not limit 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 time scale of projection is from 2022 to 2025.

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:

Revenue Pipelines In $MM |  | 2022E |  | 2023E |  | 2024E |  | 2025E
Wood Drying |  | 54.87 |  |  | 177.00 |  |  | 383.50 |  |  | 672.60 |
Wood Vinegar |  | — |  |  | 42.00 |  |  | 91.00 |  |  | 159.60 |
Carbon Credits Trading |  | — |  |  | 51.00 |  |  | 110.50 |  |  | 193.80 |
Fire Protection |  | — |  |  | 96.00 |  |  | 208.00 |  |  | 364.80 |
Transportation |  | 184.18 |  |  | 135.00 |  |  | 292.50 |  |  | 513.00 |
Total Revenue |  | 239.05 |  |  | 501.00 |  |  | 1085.50 |  |  | 1903.80 |
Revenue Growth % |  |  |  |  | 110 | % |  | 117 | % |  | 75 | %
Total Expenditures |  | 173.39 |  |  | 162.55 |  |  | 355.95 |  |  | 648.40 |
Expenditures Growth % |  |  |  |  | -6.3 | % |  | 119 | % |  | 82 | %
EBITDA |  | 68.21 |  |  | 347.01 |  |  | 748.86 |  |  | 1292.83 |
EBITDA Growth % |  |  |  |  | 585 | % |  | 116 | % |  | 73 | %
EBITDA Margin |  | 27 | % |  | 69 | % |  | 69 | % |  | 68 | %

Caravells’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 timber on Caravelle’s fleet. Caravelle’s technologies allow for wood drying, wood vinegar manufacturing and fire protection to occur during the ocean transportation which, in turn, enables the generation of carbon credits.

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 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

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congestion, Caravelle will only focus on Indonesian routes in the first half of 2022 and then explore 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 carbon neutrality and 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 7 in 2022 and this number will increase to 53 vessels in 2025

(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:

Routes Explanation Plan |  | 2022E |  | 2023E |  | 2024E |  | 2025E
Totally Controlable Ships |  | 7 |  | 18 |  | 38 |  | 53
African routes (Times) |  | 7 |  | 26 |  | 60 |  | 110
Indonesian routes (Times) |  | 30 |  | 66 |  | 110 |  | 150
% Owned Ships |  | 30 – 35% |  | 20% – 30%

• Other key assumptions impacting Caravelle’s projected expenditures include headcount, engineering and product development expenses, but excluding costs associated with public company operations, marketing, and compliance.

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. The inclusion of the forecasted financial information in this proxy statement/prospectus should not be regarded as an indication that Caravelle, Pacifico, PubCo or their respective representatives considered or consider the forecasts to be a reliable prediction of future events, and reliance should not be placed on the forecasts.

The forecasts were requested by, and disclosed to, Pacifico for use as a component in its overall evaluation of Caravelle and are included in this proxy statement/prospectus on that account. Caravelle has not warranted the accuracy, reliability, appropriateness or completeness of the forecasts to anyone, including to Pacifico. Neither Pacifico’s management nor any of its representatives has made or makes any representation to any person regarding the ultimate performance of Caravelle compared to the information contained in the forecasts, and none of them intends to or undertakes any obligation to update or otherwise revise the forecasts to reflect circumstances existing after the date when made or to reflect the occurrence of future events in the event that any or all of the assumptions underlying the forecasts are shown to be in error. Accordingly, they should not be looked upon as “guidance” of any sort. Caravelle will not refer back to these forecasts in its future periodic reports filed under the Exchange Act.

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

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at the time the information were delivered to Pacifico. However, this information does not reflect statements of fact and should not be relied upon as being necessarily indicative of future results, and readers of this proxy statement/prospectus are cautioned not to place undue reliance on the prospective financial information. Neither Pacifico’s independent auditors, nor any other independent accountants, have compiled, examined or performed any procedures with respect to the projected financial information contained herein, nor have they expressed any opinion or any other form of assurance on such information or its achievability, and assume no responsibility for, and disclaim any association with, the projected financial information.

This information should be read in conjunction with “Caravelle’s Management’s Discussion and Analysis of Financial Condition and Results of Operations,” as well as the audited financial statements of Caravelle included elsewhere in this proxy statement/prospectus.

Comparable Company Considerations

Pacifico identified several public traded companies comparable to the various business operations of Caravelle and regularly reviewed and updated these comparables with its M&A and capital markets advisor. Pacifico Board concluded that Caravelle compared favorably on key operating metrics.

For the purposes of evaluating Caravelle relative to public traded companies, the business operations of Caravelle has been divided into the following categories:

• Marine Freight and Logistics includes ocean transportation

• Wood Products and Treatment includes Caravelle’s business lines of wood drying, wood vinegar manufacturing, and fire protection

• Carbon Neutral Transformation includes Caravelle’s generation and sale of carbon permits

Additionally:

(a) For the wood products production sectors, the products or business of comparable should be similar with Caravelle;

(b) For marine freight and logistics, the transportation capacity and shipping routes should be resemblant with Topsheen;

(c) For carbon-neutral transformation, serval traditional industry giants have proceeded the carbon-neutral transformation. Pacifico consider the suitable comps should have the leading position in the natural reserve or related industry, the clearly carbon-neutral ambition and achieved certain success in the commercialization of carbon-neutral.

Pacifico believes that Caravelle’s technology is unique and Caravelle’s growth prospects may differ substantially to the comparable companies that it reviewed. In determining the consideration to Caravelle, Pacifico analysed the revenue and EBITDA multiples of the following companies as based on the analysis of these companies and revenue estimates it obtained from public filings and equity research reports, the average of median as the lower and upper bounds of the revenue multiple and EBITDA multiple ranges for the selected companies’ prevailing revenue and EBITDA multiples.

Specifically, the Pacifico Board was presented with and consider comparisons of illustratable enterprise valuations and the implied Revenue and EBITDA multiples deived from comparable companies including ZIM Integrated Shipping Services Ltd. (NYSE:ZIM), Matson, Inc. (NYSE:MATX), Star Bulk Carriers Corp. (NasdaqGS:SBLK), Eagle Bulk Shipping Inc. (NasdaqGS:EGLE), Expeditors International of Washington, Inc. (NasdaqGS:EXPD), Golden Ocean Group Limited (NasdaqGS:GOGL), Danaos Corporation (NYSE:DAC), Safe Bulkers, Inc. (NYSE:SB), Weyerhaeuser Company (NYSE:WY), Louisiana-Pacific Corporation (NYSE:LPX), UFP Industries, Inc. (NasdaqGS:UFPI), Enviva Inc. (NYSE:EVA), Boise Cascade Company (NYSE:BCC), Resolute Forest Products Inc. (NYSE:RFP), Rio Tinto Group (LSE:RIO), Caterpillar Inc. (NYSE:CAT), BP p.l.c. (LSE:BP.), and The AES Corporation (NYSE:AES).

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The Pacifico Board was presented with the enterprise value (“EV”) divided by revenue and EBITDA for each of the selected public comparable companies. Estimates were based on publicly available consensus research and analysts’ estimates from S&P CapitalIQ and other publicly available information.

Industry Classification |  | TICKER |  | EV/Sales |  | EV/EBITDA
2022E |  | 2023E |  | 2022E |  | 2023E
Marine Freight and Logistics |  | ZIM |  | 0.6x |  | 0.9x |  | 1.1x |  | 2.2x
|  | MATX |  | 1.3x |  | 1.7x |  | 3.8x |  | 8.1x
|  | SBLK |  | 3.6x |  | 4.1x |  | 4.9x |  | 5.5x
|  | EGLE |  | 2.4x |  | 2.7x |  | 3.8x |  | 4.3x
|  | GOGL |  | 4.6x |  | 4.6x |  | 7.0x |  | 8.2x
|  | DAC |  | 3.4x |  | 3.1x |  | 4.3x |  | 3.9x
|  | SB |  | 2.4x |  | 2.5x |  | 3.7x |  | 4.0x
Wood Products and Treatment |  | WY |  | 3.3x |  | 3.6x |  | 9.9x |  | 12.3x
|  | LPX |  | 1.3x |  | 1.5x |  | 3.6x |  | 6.2x
|  | UFPI |  | 0.6x |  | 0.6x |  | 6.1x |  | 6.1x
|  | EVA |  | 4.8x |  | 4.3x |  | 23.2x |  | 19.5x
|  | BCC |  | 0.3x |  | 0.4x |  | 3.0x |  | 4.8x
|  | RFP |  | 0.4x |  | 0.4x |  | 4.9x |  | 6.2x
Carbon Neutral Transformation |  | RIO |  | 2.4x |  | 2.7x |  | 4.2x |  | 5.3x
|  | CAT |  | 2.6x |  | 2.4x |  | 15.0x |  | 12.9x
|  | BP. |  | 0.8x |  | 0.8x |  | 3.5x |  | 3.8x
|  | AES |  | 3.3x |  | 3.1x |  | 9.5x |  | 9.2x

____________

(1) Earnings estimates from CapitalIQ as of March 27, 2022.

Pacifico management and the Pacifico Board reviewed the public comparables through a variety of analyses including as individual divisions into marine freight and logistics, wood products and treatment, and carbon neutral transformation as well as in aggregate over with various weightings to the considered subsectors.

In making the decision, Pacifico board also considered, among other things, the following:

1. The risk that Caravelle may fail to ensure the order can be delivered as it promised if Caravelle cannot continuously achieved enough transportation capacity in the rental-based business model.

2. The risk that Caravelle may fail to continuously provide the products that the quality is well-satisfied by clients.

3. The risk that Caravelle may fail to continuously achieve order from the existing main clients.

4. The risk that income margin recession due to the increasing transportation business cost.

5. The risk that the high lumber price may recession due to the recovery of port congestion.

6. The risk that surged carbon permits trading price may decline to the lower level.

7. The risk that Pacifico may fail to manage costs and expenses effectively when explore the market.

8. The risk that certain key employees of Caravelle may not choose to remain with the company post-Closing.

9. The risk that Caravelle’s financial performance may be affected by seasonal fluctuations.

10. The risk that Caravelle does not have enough liquidity for servicing its loan repayment.

11. The risk related to Caravelle having a number of related party transactions.

12. The risk that Caravelle may fail to maintain important business relationships with key suppliers and business partners.

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13. The possibility of litigation challenging the Business Combination or the combined company post Business Combination.

14. The risk that the board of Pacifico may not have properly valued Caravelle’s business.

15. The risk that there may be negative reaction to the transaction in the market due to the market failure or recognition of CO-Tech or carbon neutral transformation. .

16. The risk that the announcement of the Business Combination and potential diversion of Caravelle’s management and employee attention may adversely affect Caravelle’s operations.

17. The risk that the Business Combination may not be consummated in a timely manner or that the Closing might not occur despite the companies’ efforts, including by reason of a failure to obtain the approval of Caravelle and Pacifico’s respective shareholders.

18. The other risks described in the “Risk Factors” section of this proxy statement.

Required Vote

Approval of the Business Combination 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 vote thereon. Adoption of the 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.

Recommendation of the Pacifico Board

After careful consideration, the Pacifico Board determined that the Business Combination with Caravelle is in the best interests of Pacifico and its stockholders. On the basis of the foregoing, the Pacifico Board has approved and declared advisable the Business Combination with Caravelle and recommends that you vote or give instructions to vote “FOR” the Business Combination Proposal. Pacifico’s directors have interests that may be different from, or in addition to your interests as a stockholder. See the section titled “The Business Combination Proposal — Interests of Certain Persons in the Merger” in this proxy statement/prospectus for further information.

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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:

(iii) 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

(iv) 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.

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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 block 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 156 of this proxy statement/prospectus.

Material U.S. Federal Income Tax Consequences of the Business Combination

The following is a general discussion of the material U.S. federal income tax consequences (i) of the Business Combination to U.S. Holders (defined below) of Pacifico Common Stock (excluding any redeemed shares) and Pacifico Rights (collectively, the “Pacifico securities”), (ii) of the subsequent ownership and disposition of PubCo Ordinary Shares received in the Business Combination and (iii) 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

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other than those pertaining to the income tax, nor does it address any tax consequences arising under any U.S. state and local, or non-U.S. tax laws. Holders should consult their own tax advisors regarding such tax consequences in light of their particular circumstances.

No ruling has been requested or will be obtained from the IRS regarding the U.S. federal income tax consequences of the Business Combination or any other related matter; thus, there can be no assurance that the IRS will not challenge the U.S. federal income tax treatment described below or that, if challenged, such treatment will be sustained by a court.

This summary is limited to considerations relevant to U.S. Holders that hold Pacifico securities and, after the completion of the Business Combination, PubCo Ordinary Shares, as “capital assets” within the meaning of section 1221 of the Code (generally, property held for investment). This discussion does not address all aspects of U.S. federal income taxation that may be important to holders in light of their individual circumstances, including holders subject to special treatment under the U.S. tax laws, such as, for example:

• banks or other financial institutions, underwriters, or insurance companies;

• traders in securities who elect to apply a mark-to-market method of accounting;

• real estate investment trusts and regulated investment companies;

• tax-exempt organizations, qualified retirement plans, individual retirement accounts, or other tax-deferred accounts;

• expatriates or former long-term residents of the United States;

• subchapter S corporations, partnerships or other pass-through entities or investors in such entities;

• dealers or traders in securities, commodities or currencies;

• grantor trusts;

• persons subject to the alternative minimum tax;

• U.S. persons whose “functional currency” is not the U.S. dollar;

• persons who received Pacifico Common Stock through the issuance of restricted stock under an incentive plan or through a tax-qualified retirement plan or otherwise as compensation;

• persons who own (directly or through attribution) 5% or more (by vote or value) of the outstanding shares of Pacifico securities, or, after the Business Combination, the issued PubCo Ordinary Shares (excluding treasury shares); or

• holders holding Pacifico securities, or, after the Business Combination, PubCo Ordinary Shares, as a position in a “straddle,” as part of a “synthetic security” or “hedge,” as part of a “conversion transaction,” or other integrated investment or risk reduction transaction.

As used in this proxy statement/prospectus, the term “U.S. Holder” means a beneficial owner of Pacifico securities, and, after the Business Combination, PubCo Ordinary Shares received in the Business Combination, that is, for U.S. federal income tax purposes:

• an individual who is a citizen or resident of the United States;

• a corporation (or other entity that is classified as a corporation for U.S. federal income tax purposes) that is created or organized in or under the laws of the United States or any State thereof or the District of Columbia;

• an estate the income of which is subject to U.S. federal income tax regardless of its source; or

• a trust (i) if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust, or (ii) that has a valid election in effect under applicable Treasury Regulations to be treated as a U.S. person for U.S. federal income tax purposes.

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If a partnership, including for this purpose any entity or arrangement that is treated as a partnership for U.S. federal income tax purposes, holds Pacifico securities, and, after the completion of the Business Combination, PubCo Ordinary Shares received in the Business Combination, the U.S. federal income tax treatment of a partner in such partnership will generally depend on the status of the partner and the activities of the partnership. A holder that is a partnership and the partners in such partnership should consult their own tax advisors with regard to the U.S. federal income tax consequences of the Business Combination and the subsequent ownership and disposition of PubCo Ordinary Shares received in the Business Combination.

THIS SUMMARY DOES NOT PURPORT TO BE A COMPREHENSIVE ANALYSIS OR DESCRIPTION OF ALL POTENTIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE BUSINESS COMBINATION. PACIFICO STOCKHOLDERS SHOULD CONSULT WITH THEIR TAX ADVISORS REGARDING THE PARTICULAR TAX CONSEQUENCES TO THEM OF THE BUSINESS COMBINATION AND OF THE OWNERSHIP AND DISPOSITION OF PUBCO ORDINARY SHARES AFTER THE BUSINESS COMBINATION, INCLUDING THE APPLICABILITY AND EFFECTS OF U.S. FEDERAL, STATE, LOCAL, AND OTHER TAX LAWS.

U.S. Federal Income Tax Consequences of the Business Combination to U.S. Holders

The U.S. federal income tax consequences of the Business Combination to U.S. Holders of shares of Pacifico securities will depend, in part, on whether the Merger qualifies as a transaction governed by Section 351 of the Code, and whether the requirements of Section 367(a) of the Code are satisfied.

The provisions of Section 351(a) of the Code are complex and qualification as a non-recognition transaction thereunder could be adversely affected by events or actions that occur following the Business Combination that are beyond Pacifica or PubCo’s control. For example, if more than 20% of the PubCo Ordinary Shares were subject to an arrangement or agreement to be sold or disposed of at the time of their issuance in the Business Combination, one of the requirements for Section 351(a) treatment would be violated. However, we do not expect that any of the PubCo Ordinary Shares issued in the Business Combination that will be subject to contractual restrictions on transfer will be subject to an arrangement or agreement by its owner to sell or dispose of such shares upon the issuance of those shares in the Business Combination.

Moreover, Section 367(a) of the Code and the applicable Treasury regulations promulgated thereunder provide that, where a U.S. person exchanges stock or securities in a U.S. corporation for stock or securities in a non-U.S. (“foreign”) corporation in a transaction that qualifies as a reorganization, the U.S. person is required to recognize any gain, but not loss, realized on such exchange unless certain additional requirements are met. In general, for the Merger to meet these additional requirements, certain reporting requirements must be satisfied and (i) no more than 50% of both the total voting power and the total value of the stock of the transferee foreign corporation is received, in the aggregate, by the “U.S. transferors” (as defined in the Treasury regulations and computed taking into account direct, indirect and constructive ownership) in the transaction; (ii) no more than 50% of each of the total voting power and the total value of the stock of the transferee foreign corporation is owned, in the aggregate, immediately after the transaction by “U.S. persons” (as defined in the Treasury regulations) that are either officers or directors or “five-percent target shareholders” (as defined in the Treasury regulations and computed taking into account direct, indirect and constructive ownership) of the transferred U.S. corporation; and (iii) the “active trade or business test” as defined in Treasury regulations Section 1.367(a)-3(c)(3) must be satisfied. There are significant factual and legal uncertainties concerning the determination of whether these requirements will be satisfied in the case of the Business Combination. The rules dealing with Section 367(a) of the Code discussed above are very complex and are affected by various factors in addition to those described above. Accordingly, U.S. Holders are strongly urged to consult their tax advisor concerning the application of these rules to the Merger under their particular circumstances, including whether the U.S. Holder will be a five-percent transferee shareholder and the possibility of entering into a “gain recognition agreement” under applicable Treasury regulations.

Provided that the Merger qualifies as a transaction governed by Section 351 of the Code and the requirements of Section 367(a) of the Code are satisfied, 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

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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. The holding period of the PubCo Ordinary Shares should include the holding period of the Pacifico securities surrendered in the Business Combination in exchange therefor.

If the Merger qualifies for tax-deferred treatment under Section 351 of the Code, and Section 367(a) does not apply, a U.S. Holder that exchanges its Pacifico securities pursuant to the Business Combination should not recognize gain or loss on the exchange of Pacifico securities for PubCo Ordinary Shares. The aggregate adjusted tax basis of a U.S. Holder in the PubCo Ordinary Shares received as a result of the Business Combination should equal the aggregate adjusted tax basis of the Pacifico securities surrendered in the exchange. 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 Section 367(a) of the Code applies to the Merger, 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, 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 Pacifico securities for PubCo Ordinary Shares pursuant to the Business Combination, and the qualification of the Merger as a tax-free exchange, and the potential application of Section 367(a) to the Merger.

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

In the event that a U.S. Holder elects to redeem its Pacifico securities 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 securities under Section 302 of the Code. If the redemption qualifies as a sale or exchange of the Pacifico securities, 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 securities 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 securities 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 securities have suspended the applicable holding period for this purpose. The deductibility of capital losses is subject to limitations.

If the redemption does not qualify as a sale or exchange of Pacifico securities, 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 securities. Any remaining excess will be treated as gain realized on the sale or other disposition of the ordinary shares. Dividends paid to a U.S. Holder that is a taxable corporation generally will qualify for the dividends received deduction if the requisite holding period is satisfied. With certain exceptions (including, but not limited to, dividends treated as investment income for purposes of investment interest deduction limitations) and provided certain holding period requirements are met, dividends paid to a non-corporate U.S. Holder generally will constitute “qualified dividends” that will be subject to tax at the maximum tax rate accorded to long-term

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capital gains. However, it is unclear whether the redemption rights with respect to the Pacifico securities may prevent a U.S. Holder from satisfying the applicable holding period requirements with respect to the dividends received deduction or the preferential tax rate on qualified dividend income, as the case may be.

Whether a redemption qualifies for sale or exchange treatment will depend largely on the total number of shares Pacifico securities treated as held by the U.S. Holder relative to all of the shares of Pacifico securities outstanding both before and after the redemption. The redemption of Pacifico securities generally will be treated as a sale or exchange of the Pacifico securities (rather than as a corporate distribution) if the redemption (i) is “substantially disproportionate” with respect to the U.S. Holder, (ii) results in a “complete termination” of the U.S. Holder’s interest in Pacifico or (iii) is “not essentially equivalent to a dividend” with respect to the U.S. Holder. These tests are explained more fully below.

In determining whether any of the foregoing tests are satisfied, a U.S. Holder takes into account not only Pacifico securities actually owned by the U.S. Holder, but also shares of Pacifico securities that are constructively owned by it. A U.S. Holder may constructively own, in addition to stock owned directly, stock owned by certain related individuals and entities in which the U.S. Holder has an interest or that have an interest in such U.S. Holder. In order to meet the substantially disproportionate test, the percentage of Pacifico’s outstanding voting stock actually and constructively owned by the U.S. Holder immediately following the redemption of the Pacifico securities must, among other requirements, be less than 80% of the percentage of Pacifico’s outstanding voting stock actually and constructively owned by the U.S. Holder immediately before the redemption. There will be a complete termination of a U.S. Holder’s interest if either (i) all of the shares of the Pacifico securities actually and constructively owned by the U.S. Holder are redeemed or (ii) all of the shares of the Pacifico securities actually owned by the U.S. Holder are redeemed and the U.S. Holder is eligible to waive, and effectively waives in accordance with specific rules, the attribution of stock owned by certain family members and the U.S. Holder does not constructively own any other Pacifico securities. The redemption of the Pacifico securities will not be essentially equivalent to a dividend if a U.S. Holder’s conversion results in a “meaningful reduction” of the U.S. Holder’s proportionate interest in Pacifico. Whether the redemption will result in a meaningful reduction in a U.S. Holder’s proportionate interest in Pacifico will depend on the particular facts and circumstances. However, the IRS has indicated in a published ruling that even a small reduction in the proportionate interest of a small minority stockholder in a publicly held corporation who exercises no control over corporate affairs may constitute such a “meaningful reduction.” A U.S. Holder should consult with its own tax advisors as to the tax consequences of a redemption.

If none of the foregoing tests is satisfied, then the redemption will be treated as a corporate distribution. After the application of those rules regarding corporate distributions, any remaining tax basis of the U.S. Holder in the redeemed ordinary shares will be added to the U.S. Holder’s adjusted tax basis in its remaining Pacifico securities, or possibly in other Pacifico securities stock constructively owned by it.

Cayman Islands Taxation

Under the current laws of the Cayman Islands, Pubco is not subject to income, corporation or capital gains tax in the Cayman Islands. In addition, Pubco’s payment of dividends after the Business Combination, if any, is not subject to withholding tax in the Cayman Islands.

Required Vote

Approval of the Redomestication Proposal requires the affirmative vote of the holders of a majority of the Pacifico Common Stock as of the record date represented in person or by proxy at the Special Meeting and entitled to vote thereon. Adoption of the Redomestication Proposal is conditioned upon the adoption of the Business Combination Proposal. 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.

Recommendation of the Pacifico Board

After careful consideration, the Pacifico Board determined that the Redomestication forming part of the Business Combination with Caravelle is in the best interests of Pacifico and its stockholders. On the basis of the foregoing, the Pacifico Board has approved and declared advisable the Redomestication and the Business Combination with Caravelle and recommends that you vote or give instructions to vote “FOR” adoption of the Redomestication Proposal.

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PROPOSAL No. 3
THE NASDAQ PROPOSAL

Overview

Pacifico is asking its stockholders to approve the Nasdaq Proposal in order to comply with Nasdaq Listing Rules 5635(a), and (d). Under Nasdaq Listing Rule 5635(a), stockholder approval is required prior to the issuance of securities in connection with the acquisition of another company if such securities are not issued in a public offering and (A) have, or will have upon issuance, voting power equal to or in excess of 20% of the voting power outstanding before the issuance of common stock (or securities convertible into or exercisable for common stock); or (B) the number of shares of common stock to be issued is or will be equal to or in excess of 20% of the number of shares of common stock outstanding before the issuance of the stock or securities. Under Nasdaq Listing Rule 5635(d), stockholder approval is required for a transaction other than a public offering involving the sale, issuance or potential issuance by an issuer of common stock (or securities convertible into or exercisable for common stock) at a price that is less than the lower of (i) the closing price immediately preceding the signing of the binding agreement or (ii) the average closing price of the common stock for the five trading days immediately preceding the signing of the binding agreement, if the number of shares of common stock (or securities convertible into or exercisable for common stock) to be issued equals to 20% or more of the common stock, or 20% or more of the voting power, outstanding before the issuance.

Pursuant to the Merger Agreement, Pacifico expects to issue 50,000,000 shares of Common Stock to the Caravelle shareholders in the Business Combination. Pursuant to the PIPE, Pacifico expects to issue an additional [60,000,000] shares of Common Stock to the PIPE Investors. See the section titled “Proposal No. 1 — The Business Combination Proposal — The Merger Agreement — Consideration.” Because the number of shares of Pacifico Common Stock Pacifico anticipates issuing as consideration in the Merger will constitute more than 20% of the outstanding shares of Pacifico Common Stock and more than 20% of outstanding voting power prior to such issuance, Pacifico may be required to obtain stockholder approval of such issuance pursuant to Nasdaq Listing Rule 5635(a).

Effect of Proposal on Current Stockholders

If the Nasdaq Proposal is adopted, Pacifico would issue shares representing more than 20% of the outstanding shares of Pacifico Common Stock in connection with the Business Combination. The issuance of such shares would result in significant dilution to the Pacifico stockholders and would afford such stockholders a smaller percentage interest in the voting power, liquidation value and aggregate book value of Pacifico. If the Nasdaq Proposal is adopted, assuming that 50,000,000 shares of Pacifico Common Stock are issued to the Caravelle shareholders as consideration in the Business Combination, Pacifico anticipates that the Caravelle shareholders will hold [__]% of the outstanding PubCo Ordinary Shares and the current Pacifico stockholders will hold [__]% immediately following completion of the Business Combination. This percentage assumes that no shares of Common Stock are redeemed in connection with the Business Combination, does not take into account any options to purchase Common Stock that will be outstanding following the Business Combination.

If the Nasdaq Proposal is not approved and Pacifico consummates the Business Combination on its current terms, Pacifico would be in violation of Nasdaq Listing Rule 5635(a) and (b) and potentially Nasdaq Listing Rule 5635(d), which could result in the delisting of Pacifico’s securities from Nasdaq. If Nasdaq delists Pacifico’s securities from trading on its exchange, Pacifico stockholders could face significant material adverse consequences, including:

• a limited availability of market quotations for Pacifico securities;

• reduced liquidity with respect to Pacifico securities;

• a determination that Pacifico shares are a “penny stock,” which will require brokers trading in Pacifico’s securities to adhere to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary trading market for Pacifico securities;

• a limited amount of news and analyst coverage for the post-transaction company; and

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

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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.

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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.

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INFORMATION ABOUT CARAVELLE

HISTORY OF CARAVELLE

Caravelle is a global carbon-neutral ocean technology company operating in the international shipping industry. 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 legal 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 envisioned launching a new business in the carbon-neutral ocean technology (“CO-Tech”) sector. To fulfill this vision, 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 100%.

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BUSINESS OVERVIEW

Caravelle is an ocean technology company providing international shipping services and carbon neutral solutions for wood desiccation, the company’s CO-Tech solution. Caravelle has innovated and commercialized a novel approach towards shipping time, space, and the repurposing of engine heat and by-products to combine the traditional industries of international shipping and wood drying into a carbon neutral solution.

Caravelle’s business comprises two sectors: its traditional business in international shipping services operated by the Topsheen Companies and its new CO-Tech business to be operated by Singapore Garden. As the existing business, Caravelle’s international shipping business has generated all revenues of Caravelle up to the date of this Registration Statement. CO-Tech business is a new business built upon the existing shipping business, which enables wood desiccation during the maritime shipping stage with full utilization of time, space, and the waste heat of exhaust gas from the shipping vessels. Caravelle expects to launch its CO-Tech business in the third quarter of 2022 and expects the CO-Tech sector to generate over 73% of Caravelle’s revenue by the end of 2025.

The International Shipping Services

Currently, Caravelle derives all of its revenue from its global international shipping and logistics support service sector, where it expects to see 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 $121,961,057 in FY 2021, an increase of 55.7% compared with its revenues of $78,351,444 in FY 2020.

Vessel Chartering

Caravelle does not own any vessels itself and runs on a light-asset model. Through the Topsheen Companies, Caravelle charters vessels from various shipping companies and ship owners, which allows for more flexibility needed by Caravelle’s diverse services. The long-term relationship between the Topsheen Companies and the ship owners increases the certainty of vessel availability as required by the Topsheen Companies while reducing the risks of excessive charter rate fluctuations.

By chartering more than 50 carriers each year, Caravelle currently provides an annual shipping capacity of approximately 3 million 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, and 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

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 in providing 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 and ends upon the completion of the discharge of the current cargo. The customers of voyage contracts receive and consume the benefits provided by Caravelle’s performance over the voyage period and when the cargo is transported from one location to another. Caravelle has a flexible freight shipping model, under which Caravelle may ship freight for one single large customer in one voyage or aggregate freight from multiple customers in one voyage.

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 endeavours to provide the agreed 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 services. Most of the vessel service agreements span within one year and are typically billed on a monthly basis.

Suppliers

Caravelle maintains long-term good-standing relationships with various ship owners, including Mei Da Shipping Co., Limited, Tong Da Shipping Co., Limited, Topsheen Shipping Limited, COFCO International Freight S.A, and Singunion Chargtering Pte Ltd. Caravelle typically enters into contracts with a twelve-months term with the ship owners to reduce the risk of charter rate fluctuations. Under certain circumstances, Caravelle charters vessels on the spot market.

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Customers

Caravelle also has maintained good relationships with customers to keep a steady flow of business needs for international shipping services. The major customers include Navodaya Dmcc, Bd Shipping Limited, New Highest Shipping Pte. Ltd., Coromandel International Limited, and Gavilon Fertilizer LLC, etc.

The CO-Tech Solution

The CO-Tech business sector is rooted in and integral to its international shipping business, with a goal to integrate wood desiccation into the shipping business. Caravelle intends to carry out its CO-Tech business through its subsidiary, Singapore Garden.

In the third quarter of 2022, Caravelle anticipates launching its CO-Tech business initially in wood desiccation, which is an important part of the wood processing industry. Some of the key components of wood processing include woodcutting, wood desiccation or drying, wood gluing, and wood surface processing. Caravelle expects to purchase cut wood, known as green timber, from suppliers, then dry the wood on the vessels Caravelle operates during maritime shipping, and sell the dried wood to participants in the wood processing industry. As of the date of this Registration Statement, Caravelle has entered into a strategic agreement with Honest Timber Gabon Co. Ltd. as a supplier of timber. Caravelle has also entered into strategic agreements to sell the dried wood to China Forestry Materials (Zhangjiagang) Corp. Ltd. and China Plaid Imp. & Exp. Corp. Ltd. As of the date of this Registration Statement, Caravelle has entered into a strategic agreement with New Galion, a company controlled by Caravelle’s Chief Shipping Officer Dong Zhang, to rent the vessels with wood desiccation capacity.

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 with the heat generated by burning fossil fuels. According to Caravelle’s 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 ton 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 the destination. With 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 calculation 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.

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. During the heating and drying process, the crew members will inspect the temperature and humidity in the capsules via the sensors placed in there and will also check the 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 next step processing.

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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 approximately 40 days to dry this 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 illustration of Caravelle’s CO-Tech desiccation system.

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

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

Capsule body wood surface temperature and heat flow distribution

CO-Tech Remote Monitoring System

As part of its wood desiccation CO-Tech business, Caravelle developed a remote- 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. 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.

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 on 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 delivered a promising result, i.e., compared with the traditional onshore wood desiccation method conducted in a kiln, the new 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 to neutralize saline-alkaline land, produce pesticides and fertilizer, and for many other purposes.

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 to be installed in newly leased-in vessels. Caravelle’s experiments have produced satisfactory results. Based on Caravelle’s experimental data, assuming four (4) voyages each year, a ship with a loading capacity of 30,000 m3 is expected to add $19.5 million of revenue each year, including the value generated from the sale of dried wood to downstream customers in the timber processing business, the value generated from the reduction of emissions, and the value generated from other by-products. However, there is no guarantee that this experimental data will be realized when the business is in actual operation.

Plan of Growth

Caravelle expects to launch the first CO-Tech vessel by the third 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 other shipowners in the next three years.

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DNV Approval

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

Several steps are needed for a vessel to obtain a classification certification, which is a requisite for insurance policies and to start 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, usage, etc. 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 start 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 third 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 hubs of the international shipping business, Caravelle maintains a strong focus 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 downturn in shipping markets through prudent financial 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 its 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 base of cargo contracts. Caravelle has also established strong long-term global relationships with shipping companies, shipyards, trading houses, and brokers. Thus, Caravelle has been able to match demands with supplies in a timely and efficient manner. In addition, a large cargo contracts base helps Caravelle to better position its routes geographically and enables it to mitigate market volatility.

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• 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 business generated reveneus 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 begin in the third quarter of 2022)

• Symbiosis with the existing international shipping sector. Caravelle’s CO-Tech business model is rooted in and integral to its existing international shipping and logistics support services sector. Caravelle expects to carry out its CO-Tech business model on a substantial portion of the vessels it charters and operates. See “Traditional process of onshore wood desiccation process and CO-Tech wood desiccation process.”

• E nvironmental solution for the traditional industry. The CO-Tech model fits into the new focus on environmental issues. Many businesses in traditional industries are struggling to hit Net-Zero targets, and the pressure caused by the gradual reduction in the use of coal, among other fossil fuels, is increasingly felt by the wood drying industry. The oil price spike in early 2022 makes fuel efficiency an even higher priority. At this juncture, CO-Tech’s model provides a path forward for the traditional wood drying industry. In addition, the vacuuming and fumigation process exterminates the organisms residing in the wood, reducing 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 a long-term relationship with local forest farms in Africa and Indonesia. Built 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 the year of 2022, Caravelle expects to obtain an annual supply of approximately 390,000m3 of timber from local partners who conduct business in a sustainable way 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 sustained 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. See “Traditional process of onshore wood desiccation process and CO-Tech wood desiccation process.” for more information. Dr. Zhang has obtained or filed an application for fourteen (14) patents in China as of the end of 2021, and licensed these patents to Caravelle to use in its CO-Tech business with no set term limit. Caravelle is committed to continued investment in research and development of ocean carbon technologies and retaining its edge.

• Timing and efficiency. Caravelle’s model enhances efficiency, compared with the traditional model. Under the traditional procedure, it takes approximately 40 days to dry the timber after the timber 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 of the shipping industry. Caravelle expects to continue to add additional routes and increase shipping volume in Southeast Asia, Africa, China and South America.

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• 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 ailed 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 sale of desiccated wood, the sale of wood vinegar, and the revenue generated from carbon trading.

• Expand the CO-Tech operation to a large scale. Based on the experiment results, a vessel with 30,000 m3 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 $1.9 billion of 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 into the carbon trading market to monetize its technological advances in 2024. Under the traditional method using burning fossil fuel, drying 1 m3 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 significantly. Based on the average international Carbon Emission Abate (“CEA”) price of €30/ton as of March 2020, the lowest price point in the past three years, and a voyage shipping 30,000 m3 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 can be used widely for different purposes, such as neutralizer for certain saline-alkaline soil, raw materials for plant fertilizers, and deodorant. Each voyage loading 30,000 m3 of wood can extract 5,000 tons of wood vinegar. Caravelle is exploring the potential

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opportunities to merchandise the wood vinegar produced during the CO-Tech wood desiccation. If Caravelle succeeds in monetizing these wood vinegar, Caravelle further broadens and diversifies its business portfolio.

• 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.

Management of Operations

General management

Overall responsibility for the oversight of the management of Caravelle rests with its board of directors. Caravelle’s 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, while contracts in 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 industrial 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 the future carbon-neutral market.

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’s board of directors 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. See “The CO-Tech Solutions — CO-Tech Remote Monitoring System” for more information.

Customers

The major customers of Caravelle’s international shipping business include Navodaya Dmcc, Bd Shipping Limited, and Gavilon Fertilizer LLC, among other 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.

For the fiscal years ended October 31, 2021 and 2020, no customer accounted for more than 10% of Caravelle’s total revenues. 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.

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Suppliers

Caravelle’s key suppliers include the shipowners from whom it charters vessels and timber producers. The top suppliers of Caravelle’s international shipping business include Topsheen Shipping Limited, Tong Da Shipping Co., and Mei Da Shipping Co., Ltd. As of the date of this Registration Statement, the key supplier of the CO-Tech business is Honest Timber Gabon Co. Ltd.

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 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 carbon-neutral solutions for wood desiccation, the company’s CO-Tech solution. Caravelle’s business spans three industries, the international shipping business, the wood desiccation business, and the carbon-neutral business. Caravelle has innovated and commercialized a novel approach towards shipping time, space, and the repurposing of engine heat and by-products to improve the business in these industries.

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.

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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-sulphrization 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, accessibility to financing, etc. 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.

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Industry 3: Carbon Neutral

— 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 this To achieve such 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 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 2022, the Maersk Group (A.P. Moller — Maersk), a leading container shipping company, announced that it Targets to achieve the Net-Zero goal by 2040, ten years earlier than its self-set target of 2050. Another major company in the maritime shipping industry, MSC Cruises, also released its statement of commitment to achieve Net-Zero by 2050.

However, the path to Net-Zero is not clear yet. According to a study by Hillhouse, an investment firm, In the shipping sector, renewable energy (such as hydro energy, biomass fuels, liquid ammonia, etc.) is not yet economically viable. Thus, more exploration and investment on the research and development for new technologies and business models is called for.

According to the World Bank, governments have devised two main types of carbon pricing approaches, carbon taxes and emissions trading systems (ETS). The carbon tax approach is straightforward — a price is set with a definitive tax rate on greenhouse gas emissions. In contrast, the ETS, also known as the “cap and trade” system, offers a market mechanism. With the total emissions capped, a national government grants certain allowances for the industries. Consequently, an industry with lower emissions will have extra allowances that they can sell, and the industries with high emissions can buy the allowances to keep their aggregate emissions below the cap.

Per Reuter’s report, the annual trade volume of the global market for CO₂ permits saw a 164% in 2021, reaching €760 billion ($851 billion). European Union’s Emissions Trading System (“EU ETS”) registered an annual trade volume of €683 billion, accounting for 90% of the global market. The EU ETS also saw the price of CO₂ jumping to €80 per tonne, contributed by the EU’s ambitious goal to reduce emissions by 55% by the year 2030. The carbon trade market is expected to keep growing, with more companies committed to the Net-Zero goal as well as other factors, including increased fossil fuel prices.

Shipping Industry + Wood Drying Industry + Carbon Neutral Industry = Ocean Carbon Neutral Industry

The Shipping Industry, the Wood Drying Industry, and the Carbon Neutral Industry merge to form Caravelle’s new business, the Ocean Carbon Neutral Solutions Business or CO-Tech business. This industry and the solutions Caravelle provides are expected to add value to the maritime transport process by recycling energy and achieving economic value and carbon neutrality.

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Caravelle’s first CO-Tech project is a carbon-neutral solution for wood desiccation over the maritime shipping process, which is expected to achieve both economic and environmental value through the integration of the wood drying and maritime transport industry. Caravelle anticipates to use its technology to recycle energy for wood drying by harvesting waste heat from shipping vessels’ engines. This process is expected to be more energy-efficient and environmentally friendly because it eliminates the need to burn fossil fuels in the wood drying process. Caravelle’s tests show that this maritime wood desiccation process can reduce carbon emissions by approximately 80% compared with the traditional onshore wood desiccation model, and reduce energy costs at the same time.

The CO-Tech model is also expected to save time for drying, loading and unloading, shorten the delivery time of the entire industry chain by 50%, and reduce costs by at least 40%, per Caravelle’s experiments and estimates. Caravelle’s business model is expected to add value to the wood processing industry by full utilization of time spent on shipping and space on the vessels during shipping. The traditional wood drying business model typically spans multiple steps, including harvesting, onshore drying before being loaded on the vessels, loading and waiting at the port, shipping (about 45 days from Africa to China, and 14 days from Southeast Asia to China), customs clearance at the port, drying onshore if not dried prior to shipping, and arriving at the wood processing sites of dried wood purchasers. The entire timespan can take up to 90 days and shipping takes a large part of the time. By drying wood on the vessels during maritime shipping time, Caravelle’s CO-Tech model is designed to eliminate the step of onshore wood drying before shipping and thereby reduce the time span to dry the wood.

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 was projected to reach $6.4 million by 2027, growing at a CAGR of 7% between 2020 and 2027.

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. See “Risk Factors — 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.”

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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.

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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 consolidated financial statements and the related notes included elsewhere in this 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 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. Mr. Guohua Zhang (“Mr. Zhang”), the Chairman of the Board of Directors and Chief Executive Officer (“CEO’) 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 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 this offering and 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.

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 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

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to increased ocean freight price and more voyage days completed during the year ended October 31, 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 years ended October 31, 2021 and 2020

The following table summarizes the results of Caravelle’s operations for the years ended October 31, 2021 and 2020, respectively, and provides information regarding the dollar and percentage increase during such periods.

|  | For the Years Ended October 31, |  | Change |  | % Change
2021 |  | 2020 |
REVENUE: |  |  |  |  |  |  |  |  |  |  |  |  |
Ocean freight revenue |  |  | 110,113,752 |  |  | 77,301,897 |  |  | 32,811,855 |  |  | 42.4 | %
Vessel service revenue |  |  | 11,847,305 |  |  | 1,049,551 |  |  | 10,797,754 |  |  | 1,028.8 | %
Total revenue |  | $ | 121,961,057 |  |  | 78,351,448 |  |  | 43,609,609 |  |  | 55.7 | %
COST OF REVENUE: |  |  |  |  |  |  |  |  |  |  |  |  |
Cost of revenues |  |  | 109,008,853 |  |  | 82,290,135 |  |  | 26,718,718 |  |  | 32.5 | %
GROSS PROFIT (LOSS) |  |  | 12,952,204 |  |  | (3,938,687 | ) |  | 16,890,891 |  |  | (428.8 | )%
OPERATING EXPENSES: |  |  |  |  |  |  |  |  |  |  |  |  |
Selling Expense |  |  | 27,452 |  |  | — |  |  | 27,452 |  |  | 100 | %
General and administrative expenses |  |  | 2,443,537 |  |  | 1,792,779 |  |  | 650,758 |  |  | 36.3 | %
Total operating expenses |  |  | 2,470,989 |  |  | 1,792,779 |  |  | 678,210 |  |  | 37.8 | %
INCOME (LOSS) FROM OPERATIONS |  |  | 10,481,215 |  |  | (5,731,466 | ) |  | 16,212,681 |  |  | (282.9 | )%
OTHER INCOME (EXPENSE): |  |  |  |  |  |  |  |  |  |  |  |  |
Interest income |  |  | 5 |  |  | 7,607 |  |  | (7,602 | ) |  | (99.9 | )%
Interest expense |  |  | (122,392 | ) |  | (60,256 | ) |  | (62,136 | ) |  | 103.1 | %
Other (expense)income, net |  |  | (100,093 | ) |  | 25,486 |  |  | (125,579 | ) |  | (492.7 | )%
INCOME (LOSS) BEFORE INCOME TAXES |  |  | 10,258,735 |  |  | (5,758,629 | ) |  | 16,017,364 |  |  | (278.1 | )%
PROVISION FOR INCOME TAXES |  |  | 2,113 |  |  | 2,357 |  |  | (244 | ) |  | (10.4 | )%
NET INCOME (LOSS) |  |  | 10,256,622 |  |  | (5,760,986 | ) |  | 16,017,608 |  |  | (278.0 | )%

Revenues

For the year ended October 31, 2021, Caravelle’s total revenue was approximately $122.0 million as compared to approximately $78.4 million for the year ended October 31, 2020. Revenue increased by approximately $43.6 million, or 55.7%. The overall increase in revenue was primarily attributable to increased ocean freight price and more voyage days completed during the year ended October 31, 2021.

Revenue from ocean freight increased by approximately $32.8 million or 42.4% from approximately $77.3 million in the year ended October 31, 2020 to approximately $110.1 million in the year ended October 31, 2021. The increase was contributed by increase of total voyage days and higher price charged in the year ended October 31, 2021. 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

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for shipping and congestions at ports as parts of the world economy recover from the pandemic. Number of total voyage days was 4,282 days for the year ended October 31, 2021, increased by 664 days from 3,618 days for the year ended October 31, 2020. Average charge per day was approximately $25,715 per day for the year ended October 31, 2021, increased by $4,352 from $21,364 per day for the year ended October 31, 2020.

Revenue from vessel service increased by approximately $10.8 million or 1,028.8% from approximately $1.0 million in the year ended October 31, 2020 to approximately $11.8 million in the year ended October 31, 2021. Number of total voyage days was 1,145 days for the year ended October 31, 2021, increased by 562 days from 583 days for the year ended October 31, 2020. Average charge per day was $10,344 per day for the year ended October 31, 2021, increased by $8,544 from $1,799 per day for the year ended October 31, 2020.

Cost of Revenues

Caravelle’s cost of revenues mainly consists of ocean freight expense related to revenue contracts such as ship lease, oil, port fee and others. As a result of high demand of international freight and more voyage days, Caravelle’s cost amounted to approximately $109.0 million for the year ended October 31, 2021, representing an increase of approximately $26.7 million or 32.5% compared to approximately $82.3 million for the year ended October 31, 2020. Ship lease expense was approximately $55.6 million for the year ended October 31, 2021, representing an increase of approximately $23.1 million compared to approximately $32.4 million for the year ended October 31, 2020. Oil expense was approximately $26.5 million for the year ended October 31, 2021, representing an increase of approximately $5.7 million compared to approximately $20.8 million for the year ended October 31, 2020. Port fee was approximately $23.8 million for the year ended October 31, 2021, representing a decrease of approximately $0.7 million compared to approximately $24.5 million for the year ended October 31, 2020 due to Caravelle actively avoided congestions in current year.

Gross profit

|  | For the Years Ended October 31,
|  | 2021 |  | 2020
GROSS PROFIT (LOSS) |  | Gross Profit |  | Gross Margin |  | Gross Loss |  | Gross Margin
Total gross profit (loss) |  | $ | 12,952,204 |  | 10.6 | % |  | $ | (3,938,687 | ) |  | (5.0 | )%

Caravelle’s gross profit amounted to approximately $13.0 million for the year ended October 31, 2021, compared to a gross loss of approximately $3.9 million for the year ended October 31, 2020. Gross margin as a percent of overall revenue for the year ended October 31, 2021 and 2020 was 10.6% and negative 5.0%, respectively. Caravelle incurred a gross loss in fiscal year 2020 mainly 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. The increase in gross margin was primarily due to increase of ocean freight prices outpaced increase of cost in current year.

Operating Expenses

|  | For the Years Ended October 31, |  |  |  |
|  | 2021 |  | 2020 |  | Change |  | % Change
OPERATING EXPENSES: |  |  |  |  |  |  |  |  |  |  |  |
Selling |  | $ | 27,452 |  | $ | — |  | $ | 27,452 |  | 100 | %
General and administrative |  |  | 2,443,537 |  |  | 1,792,779 |  |  | 650,758 |  | 36.3 | %
Total operating expenses |  | $ | 2,470,989 |  | $ | 1,792,779 |  | $ | 678,210 |  | 37.8 | %

Caravelle’s operating expenses consist of selling expense and general and administrative expense. Operating expenses increased by approximately $0.7 million, or 37.8%, from approximately $1.8 million for the year ended October 31, 2020 to approximately $2.5 million for the year ended October 31, 2021. The increase in Caravelle’s operating expenses was primarily due to approximately $0.7 million increase in general and administrative.

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Selling expense primarily consisted of salary and compensation relating to Caravelle’s sales personnel. Sales expense amounted to $27,452 for the year ended October 31, 2021, which was attributed to Caravelle’s newly incorporated subsidiary Singapore Garden Technology Pte. Ltd.

General and administrative primarily consisted of salary and compensation expenses relating to Caravelle’s accounting, human resources and executive office personnel, and included rental, depreciation and amortization expenses, office overhead, professional service fees and travel and transportation costs. General and administrative expenses increased by approximately $0.7 million or 36.3% from approximately $1.8 million in the year ended October 31, 2020 to approximately $2.4 million in the year ended October 31, 2021 mainly due to increased salary expense and legal and other professional services fees related to Caravelle’s plan to participate in a merger and raise capital.

Other Expenses, net

Other expense, net primarily consists of interest expense and others. Other expense, net was approximately $222,000 in the year ended October 31, 2021, representing an increase of approximately $195,000, or approximately 719.1%, as compared to approximately $27,000 in the year ended October 31, 2020 due to the following reasons: (1) Interest income decreased by $7,602 in the year ended October 31, 2021. (2) Interest expense increased by approximately $62,000 to approximately $122,000 in the year ended October 31, 2021 from approximately $60,000 in the year ended October 31, 2020 as a result of higher average loan balance. (3)Other expense, net was $100,093 in the year ended October 31, 2021, compared to an other income, net of $25,486 in the year ended October 31, 2020 as a result of higher exchange loss and less government grant received in current year.

Provision for Income Taxes

Caravelle’s provision for income taxes was $2,113 and $2,357 for the years ended October 31, 2021 and 2020, respectively. Topsheen Shipping is eligible and participate under the Maritime Sector Incentive-Approved International Shipping Enterprise (MSI-AIS) award in Singapore. All qualified shipping income derived from the shipping activity in Topsheen Shipping is exempt from taxation for the duration of MSI-AIS approval.

Net Income (loss)

As a result of the foregoing, net income amounted to approximately $10.3 million for the year ended October 31, 2021, compared to a net loss of approximately $5.8 million for the year ended October 31, 2020.

Liquidity and Capital Resources

Substantially all of Caravelle’s operations are conducted in Singapore and all of Caravelle’s revenue, expenses, and cash are denominated in USD. As of October 31, 2021, cash and cash equivalent of approximately $10.4 million were fully held by Caravelle and its subsidiaries in Singapore.

Caravelle is a holding company with no material operations of its own. Caravelle conducts Caravelle’s operations primarily through Caravelle’s subsidiaries in Singapore. As a result, Caravelle’s ability to pay dividends depends upon dividends paid by Caravelle’s subsidiaries. Caravelle’s subsidiaries in Singapore is permitted to pay dividends to Caravelle only out of its retained earnings, if any, as determined in accordance with Singapore accounting standards and regulations. Caravelle would need to accrue and pay withholding taxes if Caravelle were to distribute funds from Caravelle’s subsidiaries in Singapore to Caravelle.

In assessing Caravelle’s liquidity, Caravelle monitors and analyze Caravelle’s cash on hand, Caravelle’s ability to generate sufficient revenue sources in the future and Caravelle’s operating and capital expenditure commitments. As of October 31, 2021, Caravelle had cash and cash equivalent of approximately $10.4 million. Caravelle’s current assets were approximately $26.1 million, and Caravelle’s current liabilities were approximately $20.4 million, which resulted in a working capital of approximately $5.7 million. Caravelle’s operating cash inflows amounted to approximately $0.6 million and $1.1 million for the years ended October 31, 2021 and 2020. Caravelle has historically funded Caravelle’s working capital needs primarily from operations, bank loans, advance payments from customers and contributions by shareholders. Caravelle’s working capital requirements are affected by the efficiency of Caravelle’s operations, the numerical volume and dollar value of Caravelle’s revenue contracts, the progress

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or execution on Caravelle’s customer contracts, and the timing of accounts receivable collections. Caravelle’s management believes that current levels of cash and cash flows from operations will be sufficient to meet Caravelle’s anticipated cash needs for at least the next 12 months from the date of the issuance of this report.

The following summarizes the key components of Caravelle’s cash flows for the years ended October 31, 2021 and 2020.

|  | For the Years Ended October 31,
|  | 2021 |  | 2020
Net cash provided by operating activities |  | $ | 632,490 |  | $ | 1,104,431 |
Net cash provided by (used in) investing activities |  |  | 300,000 |  |  | (301,563 | )
Net cash provided by financing activities |  |  | 1,306,065 |  |  | 4,887,409 |
Net increase in cash |  | $ | 2,238,555 |  | $ | 5,690,277 |

Operating Activities

Net cash provided by operating activities was approximately $0.6 million for the year ended October 31, 2021, as compared to approximately $1.1 million net cash provided by operating activities for the year ended October 31, 2020. Cash provided by operating activities for the year ended October 31, 2021 mainly consisted of net income of approximately $10.3 million, an increase of approximately $0.4 million in advance from customers, an increase of approximately $5.4 million in accounts receivable due to increased revenue for the year ended October 31, 2021, an increase of approximately $3.7 million in prepayment and other assets, and decrease of approximately $1.2 million in accrued expenses and other liabilities.

Net cash provided by operating activities was approximately $1.1 million for the year ended October 31, 2020. Net cash provided by operating activities for the year ended October 31, 2020 mainly consisted of net loss of approximately $5.8 million, offset by an increase of approximately $4.6 million in advance from customers due to more customer orders received, an increase of approximately $2.6 million in accrued expense and other liabilities.

Investing Activities

Net cash used in investing activities for the year ended October 31, 2020 was $301,563, mainly investment in a certificate of deposit of $300,000. Cash provided by investing activities for the year ended October 31, 2021 was $300,000, caused by reclassification of the certificate of deposit to cash equivalent due to maturity date less than three months.

Financing Activities

Net cash provided by financing activities was approximately $1.3 million for the year ended October 31, 2021, mainly consisted of loan proceeds from related parties approximately $1.4 million, capital contribution of $0.1 million and repayment of long-term bank loan of approximately $0.2 million. Net cash provided by financing activities for the year ended October 31, 2020 was approximately $4.9 million, including proceeds from bank loans of approximately $4.4 million and net proceeds from related parties loans of approximately $0.5 million.

Capital Expenditures

Caravelle made capital expenditures of approximately $nil and $1,563 for the years ended October 31, 2021 and 2020, respectively. Caravelle’s capital expenditures were mainly used for purchases of equipment.

Contractual Obligations

Caravelle had outstanding bank loans of approximately $4,269,387 as of October 31, 2021. Caravelle has also entered into non-cancellable operating lease agreements to rent factory and office spaces. The lease agreements will expire on September 30, 2023.

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The following table sets forth Caravelle’s contractual obligations and commercial commitments as of October 31, 2021:

|  | Payment Due by Period
|  | Total |  | Less than 1 Year |  | 1 – 3 Years |  | 3 – 5 Years |  | More than 5 Years
Operating lease arrangements |  | $ | 133,814 |  | $ | 87,474 |  | $ | 46,340 |  | $ | — |  | $ | —
Bank loan |  |  | 4,269,387 |  |  | 899,581 |  |  | 2,452,883 |  |  | — |  |  | 916,923
Total |  | $ | 4,403,201 |  | $ | 987,055 |  | $ | 2,499,223 |  | $ | — |  | $ | 916,923

Off-Balance Sheet Arrangements

There were no off-balance sheet arrangements for the years ended October 31, 2021 and 2020 that have or that in the opinion of management are likely to have, a current or future material effect on Caravelle’s financial condition or results of operations.

Critical Accounting Policies

Caravelle prepares its consolidated financial statements in conformity with U.S. GAAP, which requires Caravelle to make judgments, estimates and assumptions that affect Caravelle’s reported amount of assets, liabilities, revenue, costs and expenses, and any related disclosures. Although there were no material changes made to the accounting estimates and assumptions in the past two years, Caravelle continually evaluates these estimates and assumptions based on the most recently available information, Caravelle’s own historical experience and various other assumptions that Caravelle believes to be reasonable under the circumstances. Since the use of estimates is an integral component of the financial reporting process, actual results could differ from Caravelle’s expectations as a result of changes in Caravelle’s estimates.

Caravelle believes that the following accounting policies involve a higher degree of judgment and complexity in their application and require Caravelle to make significant accounting estimates. Accordingly, these are the policies Caravelle believes are the most critical to understanding and evaluating Caravelle’s consolidated financial condition and results of operations.

Uses of estimates

In preparing the consolidated financial statements in conformity with U.S. GAAP, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. These estimates are based on information as of the date of the consolidated financial statements. Significant accounting estimates required to be made by management include, but are not limited to useful lives of property and equipment, the recoverability of long-lived assets, allowance for doubtful accounts, revenue recognition and uncertain tax position, realization of deferred tax assets. Actual results could differ from those estimates.

Accounts Receivable

Accounts receivable are recognized and carried at original invoiced amount less an estimated allowance for uncollectible accounts. Most accounts receivable are collected within one month. Caravelle usually determines the adequacy of reserves for doubtful accounts based on individual account analysis and historical collection trends. Caravelle establishes a provision for doubtful receivables when there is objective evidence that Caravelle may not be able to collect amounts due. The allowance is based on management’s best estimates of specific losses on individual exposures, as well as a provision on historical trends of collections. The provision is recorded against accounts receivables balances, with a corresponding charge recorded in the consolidated statements of operations and comprehensive income (loss). Delinquent account balances are written-off against the allowance for doubtful accounts after management has determined that the likelihood of collection is not probable. No allowance was recorded as of October 31, 2021 and 2020, respectively.

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Prepayments and other assets

Prepayment and other assets primarily consist of prepayment for fuel and other costs, prepayment for key man insurance and advances to employees, which are presented net of allowance for doubtful accounts. These balances are unsecured and are reviewed periodically to determine whether their carrying value has become impaired. Caravelle considers the balances to be impaired if the collectability of the balances becomes doubtful. Caravelle uses the aging method to estimate the allowance for uncollectible balances. The allowance is also based on management’s best estimate of specific losses on individual exposures, as well as a provision on historical trends of collections and utilizations. Actual amounts received or utilized may differ from management’s estimate of credit worthiness and the economic environment. Delinquent account balances are written off against allowance for doubtful accounts after management has determined that the likelihood of collection is not probable. No allowance was recorded as of October 31, 2021 and 2020, respectively.

Impairment of Long-lived Assets

Caravelle reviews long-lived assets, including definitive-lived intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If the estimated cash flows from the use of the asset and its eventual disposition below are the asset’s carrying value, then the asset is deemed to be impaired and written down to its fair value. There were no impairments of these assets as of October 31, 2021 and 2020.

Fair Value of Financial Instruments

ASC 825-10 requires certain disclosures regarding the fair value of financial instruments. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A three-level fair value hierarchy prioritizes the inputs used to measure fair value. The hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows:

• Level 1 — inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

• Level 2 — inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, quoted market prices for identical or similar assets in markets that are not active, inputs other than quoted prices that are observable and inputs derived from or corroborated by observable market data.

• Level 3 — inputs to the valuation methodology are unobservable.

Unless otherwise disclosed, the fair value of Caravelle’s financial instruments, including cash, advances to suppliers, prepayments and other current assets, accounts payable, advance from customers, accrued expenses, short term bank loans and taxes payable, approximates their recorded values due to their short-term maturities. Caravelle determined that the carrying value of the long term bank loans approximated their fair value by comparing the stated loan interest rate to the rate charged by similar financial institutions.

Revenue recognition

The Group is an international operator of comprehensive ocean transportation service. On November 1, 2019, the Group has adopted ASU 2014-09, Revenue from Contracts with Customers (Topic 606) and all subsequent ASUs that modified ASC 606 using the modified retrospective approach. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, the Group applies the following steps:

Step 1: Identify the contract (s) with a customer

Step 2: Identify the performance obligations in the contract

Step 3: Determine the transaction price

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Step 4: Allocate the transaction price to the performance obligations in the contract

Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation

The Group primarily derives its freight revenue from voyage contracts and provides vessel service.

In accordance with ASC 606, the Group evaluates whether Caravelle’s businesses themselves promise to transfer services to the customer (as the principal) or to arrange for services to be provided by another party (as the agent) using a control model. Based on the evaluation of the control model, the Group determined that the Group is the principal to the transaction for voyage contracts and the related revenue from voyage contracts is recognized on a gross basis based on the transfer of control to the customer. The Group’s vessel service contracts engage in certain transactions wherein the Group act as an agent of ship owners. Revenue from these transactions is recorded on a net basis. Net revenue includes billings to customers less third-party charges, including transportation or handling costs, fees, commissions and taxes and duties.

Revenue from voyage contracts

Under a voyage contract, the Group 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. The Group’s voyage contracts generally do not contain cancellable provisions. A voyage was deemed to commence when a vessel was available for loading and was deemed to end upon the completion of the discharge of the current cargo. For the voyage contracts, the customer simultaneously receives and consumes the benefits provided by the company 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. If Caravelle was unable to complete delivery to the final location, another entity would not need to reperform the transportation service already performed. As control transfers over time, the Group 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. Voyage expense and other ocean transportation operating costs are charged to operating costs as incurred.

Revenue from vessel services

The Group 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 and commercial management. As the operator of the vessels, Caravelle undertakes to use its best endeavors to provide the agreed vessel services as agents for and on behalf of the ship owners and to protect and promote the interest of the ship owners in all matters relating to the provision of services. Most of the vessel service agreements span within one year and are typically billed on a monthly basis. The Vessel service revenue is recorded on a net basis. Net revenue includes billings to customers less voyage operating charges, including transportation or handling costs, fees, commissions, and taxes. The Group transfers control of the service to the customer and satisfies its performance obligation over the term of the contract, and therefore recognized revenue over the term of the contract.

Contract balances

Timing of revenue recognition may differ from the timing of invoicing to customers. Accounts receivable represent amounts invoiced and revenues recognized prior to invoicing when the Group has satisfied the Group’s performance obligation and has the unconditional rights to payment. The balances of accounts receivable net of allowance for doubtful accounts were $7,826,711 and $2,417,594 as of October 31, 2021 and 2020, respectively. Contract liabilities are reflected as advance from customers on the consolidated balance sheet. Contract liabilities relate to payments received in advance of completion of performance obligations under a contract. Contract liabilities are recognized as revenue upon the fulfillment of performance obligations. As of October 31, 2021 and 2020, the advances from customer amounted to $6,182,479 and $5,788,258, respectively, which were expected to be recognized as revenue within 12 months.

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For the years ended October 31, 2021 and 2020, the disaggregation of revenue is as follows:

|  | For the years ended October 31,
|  | 2021 |  | 2020
Ocean freight revenue |  | $ | 110,113,752 |  | $ | 77,301,897
Vessel service revenue |  |  | 11,847,305 |  |  | 1,049,551
Total |  | $ | 121,961,057 |  | $ | 78,351,448

Income taxes

Caravelle accounts for current income taxes in accordance with the laws of the relevant tax authorities. Deferred income taxes are recognized when temporary differences exist between the tax bases of assets and liabilities and their reported amounts in the consolidated financial statements. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period including the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

An uncertain tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. Penalties and interest incurred related to underpayment of income tax are classified as income tax expense in the period incurred. No significant penalties or interest relating to income taxes have been incurred for the years ended October 31, 2021 and 2020.

Earnings per Share

Caravelle computes earnings per share (“EPS”) in accordance with ASC 260, “Earnings per Share” (“ASC 260”). ASC 260 requires companies with complex capital structures to present basic and diluted EPS. Basic EPS is measured as net income divided by the weighted average common shares outstanding for the period. Diluted presents the dilutive effect on a per share basis of potential common shares (e.g., convertible securities, options and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential common shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS. As of October 31, 2021 and 2020., there were no dilutive shares.

Risks and Uncertainties

In December 2019, a novel strain of coronavirus (COVID-19) surfaced. As a result of the pandemic of COVID-19 in Asia countries, the United States and the world, Caravelle’s operations have been, and may continue to be, adversely impacted by disruptions in business activities, commercial transactions and general uncertainties surrounding the duration of the outbreaks and the various governments’ business, travel and other restrictions. The COVID-19 virus has led many ports and organizations to take measures against its spread, such as quarantines and restrictions on travel. These measures have and will likely continue to cause severe trade disruptions due to, among other things, the unavailability of personnel, supply chain disruption, interruptions of production and closure of businesses and facilities and reduced consumer demand. The duration and severity of this global health emergency and related disruptions remains uncertain. Moreover, because Caravelle’s vessels travel to ports in countries in which cases of COVID-19 have been reported, Caravelle faces risks to Caravelle’s personnel and operations. Such risks include delays in the loading and discharging of cargo on or from Caravelle’s vessels, difficulties in carrying out crew changes, off time due to quarantine regulations, delays and expenses in finding substitute crew members if any of Caravelle’s vessels’ crew members become infected, delays in drydocking if insufficient shipyard personnel are working due to quarantines or travel restrictions. In fiscal year 2020, the COVID-19 pandemic had a material net 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. The COVID-19 pandemic did not have a material net impact on the Group’s financial positions and operating results for the year

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ended October 31, 2021. The extent of the impact on the Group’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, the Group 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.

Recent Accounting Pronouncements

A list of recent relevant accounting pronouncements is included in Note 2 “Summary of Principal Accounting Policies” of Caravelle’s Consolidated Financial Statements.

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PACIFICO’S BUSINESS

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.

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 additional Public Units (the “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.

The Private Units are identical to the Public Units except with respect to certain registration rights and transfer restrictions. The proceeds from the Private Units were added to the proceeds from the IPO to be held in the Trust Account. If Pacifico does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Units and all underlying securities will expire worthless.

As of December 31, 2021, cash of $217,818 were held outside of the Trust Account and is available for working capital purposes.

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 a the Trust Account with AST acting as trustee and can be invested only in U.S. government treasury bills with a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act and that invest only in direct U.S. government treasury obligations. These funds will not be released until the earlier of the completion of the initial business combination and the liquidation due to Pacifico’s failure to complete a business combination within the applicable period of time.

The Public Units, the Public Shares and the Public Rights are each quoted on Nasdaq, under the symbols “PAFOU,” “PAFO” and “PAFOR,” respectively.

Effecting Pacifico’s Initial Business Combination

Fair Market Value of Target Business

Tendering share certificates in connection with redemption rights

At any meeting called to approve an initial business combination, public stockholders may seek to redeem their public shares, regardless of whether they vote for or against the proposed business combination, into their pro rata share of the aggregate amount then on deposit in the trust account, less any taxes then due but not yet paid. Notwithstanding the foregoing, Pacifico’s insiders have agreed, pursuant to written letter agreements with us, not to redeem any public shares held by them into their pro rata share of the aggregate amount then on deposit in the trust account. If Pacifico holds a meeting to approve an initial business combination, a holder will always have the ability to vote against a proposed business combination and not seek redemption of his, her or its shares.

Alternatively, if Pacifico engages in a tender offer, each public stockholder will be provided the opportunity to sell his, her or its public shares to Pacifico in such tender offer. The tender offer rules require Pacifico to hold the tender offer open for at least 20 business days. Accordingly, this is the minimum amount of time Pacifico would need to provide holders to determine whether they want to sell their public shares to Pacifico in the tender offer or remain an investor in Pacifico.

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Pacifico’s insiders, officers, and directors will not have redemption rights with respect to any shares of Pacifico Common Stock owned by them, directly or indirectly, whether acquired prior to this offering or purchased by them in this offering or in the aftermarket.

Pacifico may also require public stockholders, whether they are a record holder or hold their shares in “street name,” to either tender their certificates (if any) to Pacifico’s transfer agent or to deliver their shares to the transfer agent electronically using Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, at the holder’s option, at any time at or prior to the vote on the business combination. The proxy solicitation materials that Pacifico will furnish to stockholders in connection with the vote for any proposed business combination will indicate whether Pacifico is requiring stockholders to satisfy such delivery requirements. Accordingly, a stockholder would have from the time Pacifico’s proxy statement is mailed through the vote on the business combination to deliver his shares if he wishes to seek to exercise his redemption rights. Under Delaware law and Pacifico’s bylaws, Pacifico is required to provide at least 10 days’ advance notice of any stockholder meeting, which would be the minimum amount of time a stockholder would have to determine whether to exercise redemption rights. As a result, if Pacifico requires public stockholders who wish to redeem their shares of Pacifico Common Stock to receive a pro rata portion of the funds in the trust account to comply with the foregoing delivery requirements, holders may not have sufficient time to receive the notice and deliver their shares for redemption. Accordingly, investors may not be able to exercise their redemption rights and may be forced to retain Pacifico’s securities when they otherwise would not want to.

There is a nominal cost associated with this 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 $45 and it would be up to the broker whether or not to pass this cost on to the redeeming holder. However, this fee would be incurred regardless of whether or not Pacifico requires holders seeking to exercise redemption rights. The need to deliver shares is a requirement of exercising redemption rights regardless of the timing of when such delivery must be effectuated. However, in the event Pacifico requires stockholders seeking to exercise redemption rights to deliver their shares prior to the consummation of the proposed business combination and the proposed business combination is not consummated, this may result in an increased cost to stockholders.

Any request to redeem or tender such shares once made, may be withdrawn at any time up to the vote on the proposed business combination or expiration of the tender offer. Furthermore, if a holder of a public share delivered his, her or its certificate in connection with an election of their redemption or tender and subsequently decides prior to the vote on the business combination or the expiration of the tender offer not to elect to exercise such rights, he, she or it may simply request that the transfer agent return the certificate (physically or electronically).

If the initial business combination is not approved or completed for any reason, then Pacifico’s public stockholders who elected to exercise their redemption or tender rights would not be entitled to redeem their shares for the applicable pro rata share of the trust account. In such case, Pacifico will promptly return any shares delivered by public holders.

Automatic Liquidation of Trust Account if No Business Combination

If Pacifico does not complete a business combination within 12 months, Pacifico will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding public shares and (iii) as promptly as reasonably possible following such redemption, subject to the approval of Pacifico’s remaining stockholders and Pacifico’s board of directors, dissolve and liquidate, subject (in the case of (ii) and (iii) above) to Pacifico’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. However, if Pacifico anticipates that Pacifico may not be able to consummate Pacifico’s initial business combination within 12 months, Pacifico’s insiders or their affiliates may, but are not obligated to, extend the period of time to consummate a business combination two times by an additional three months each time (for a total of 18 months to complete a business combination), provided that, pursuant to the terms of Pacifico’s amended and restated certificate of incorporation and the trust agreement to be entered into between Pacifico and AST on the date of this prospectus, the only way to extend the time available for Pacifico to consummate Pacifico’s initial business combination in the absence of a proxy statement, registration statement or similar filing is for Pacifico’s insiders or their affiliates or designees, upon five days’ advance notice prior to the applicable deadline, to deposit into the

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trust account $500,000, or $575,000 if the underwriters’ over-allotment option is exercised in full ($0.10 per share in either case, or an aggregate of $1,000,000 (or $1,150,000 if the over-allotment option is exercised in full)), on or prior to the date of the applicable deadline. In the event that they elected to extend the time to and deposited the applicable amount of money into trust, the insiders will receive a non-interest bearing, unsecured promissory note equal to the amount of any such deposit that will not be repaid in the event that Pacifico is unable to close a business combination unless there are funds available outside the trust account to do so. Such notes would either be paid upon consummation of Pacifico’s initial business combination, or, at the lender’s discretion, converted upon consummation of Pacifico’s business combination into additional private units at a price of $10.00 per unit. Pacifico’s stockholders have approved the issuance of the private units upon conversion of such notes, to the extent the holder wishes to so convert such notes at the time of the consummation of Pacifico’s initial business combination. In the event that Pacifico receives notice from Pacifico’s insiders five days prior to the applicable deadline of their intent to effect an extension, Pacifico intends to issue a press release announcing such intention at least three days prior to the applicable deadline. In addition, Pacifico intends to issue a press release the day after the applicable deadline announcing whether or not the funds had been timely deposited. Pacifico’s insiders and their affiliates or designees are not obligated to fund the trust account to extend the time for Pacifico to complete Pacifico’s initial business combination. To the extent that some, but not all, of Pacifico’s insiders, decide to extend the period of time to consummate Pacifico’s initial business combination, such insiders (or their affiliates or designees) may deposit the entire amount required. If Pacifico does extend the period of time to consummate Pacifico’s initial business combination as described above, Pacifico would follow the same liquidation procedures described above if Pacifico does not complete a business combination by the end of the extended period. At such time, the rights will expire and holders of rights will receive nothing upon a liquidation with respect to such rights, and the rights will be worthless.

Under the Delaware General Corporation Law, stockholders may be held liable for claims by third parties against a corporation to the extent of distributions received by them in a dissolution. The pro rata portion of Pacifico’s trust account distributed to Pacifico’s public stockholders upon the redemption of 100% of Pacifico’s outstanding public shares in the event Pacifico does not complete Pacifico’s initial business combination within the required time period may be considered a liquidation distribution under Delaware law. If the corporation complies with certain procedures set forth in Section 280 of the Delaware General Corporation Law intended to ensure that it makes reasonable provision for all claims against it, including a 60-day notice period during which any third-party claims can be brought against the corporation, a 90-day period during which the corporation may reject any claims brought, and an additional 150-day waiting period before any redemptions are made to stockholders, any liability of stockholders with respect to a redemption is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would be barred after the third anniversary of the dissolution.

Furthermore, if the pro rata portion of Pacifico’s trust account distributed to Pacifico’s public stockholders upon the redemption of 100% of Pacifico’s public shares in the event Pacifico does not complete Pacifico’s initial business combination within the required time period is not considered a liquidation distribution under Delaware law and such redemption distribution is deemed to be unlawful, then pursuant to Section 174 of the Delaware General Corporation Law, the statute of limitations for claims of creditors could then be six years after the unlawful redemption distribution, instead of three years, as in the case of a liquidation distribution. It is Pacifico’s intention to redeem Pacifico’s public shares as soon as reasonably possible and, therefore, Pacifico does not intend to comply with the above procedures. As such, 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 Pacifico’s stockholders may extend well beyond the third anniversary of such date.

Because Pacifico will not be complying with Section 280 of the Delaware General Corporation Law, Section 281(b) of the Delaware General Corporation Law requires Pacifico to adopt a plan, based on facts known to Pacifico at such time that will provide for Pacifico’s payment of all existing and pending claims or claims that may be potentially brought against Pacifico within the subsequent 10 years. However, because Pacifico is a blank check company, rather than an operating company, and Pacifico’s operations will be limited to seeking to complete an initial business combination, the only likely claims to arise would be from Pacifico’s vendors (such as lawyers, investment bankers, etc.) or prospective target businesses.

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Pacifico will seek to have all third parties (including any vendors or other entities Pacifico engages after this offering) and any prospective target businesses enter into valid and enforceable agreements with Pacifico waiving any right, title, interest or claim of any kind they may have in or to any monies held in the trust account. The underwriters in this offering will execute such a waiver agreement.

As a result, the claims that could be made against Pacifico will be limited, thereby lessening the likelihood that any claim would result in any liability extending to the trust. Pacifico therefore believes that any necessary provision for creditors will be reduced and should not have a significant impact on Pacifico’s ability to distribute the funds in the trust account to Pacifico’s public stockholders. Nevertheless, there is no guarantee that vendors, service providers and prospective target businesses will execute such agreements. In the event that a potential contracted party was to refuse to execute such a waiver, Pacifico will execute an agreement with that entity only if Pacifico’s management first determines that Pacifico would be unable to obtain, on a reasonable basis, substantially similar services or opportunities from another entity willing to execute such a waiver. Examples of instances where Pacifico may engage a third party that refused to execute a waiver would be the engagement of a third party consultant who cannot sign such an agreement due to regulatory restrictions, such as Pacifico’s auditors who are unable to sign due to independence requirements, or whose particular expertise or skills are believed by management to be superior to those of other consultants that would agree to execute a waiver or a situation in which management does not believe it would be able to find a provider of required services willing to provide the waiver. There is also no guarantee that, even if they execute such agreements with us, they will not seek recourse against the trust account. Pacifico’s sponsor has agreed that it will be liable to Pacifico if and to the extent any claims by a vendor for services rendered or products sold to us, or a prospective target business with which Pacifico has discussed entering into a transaction agreement, reduce the amount of funds in the trust account to below $10.10 per public share, except as to any claims by a third party who executed a valid and enforceable agreement with Pacifico waiving any right, title, interest or claim of any kind they may have in or to any monies held in the trust account and except as to any claims under Pacifico’s indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act. However, the sponsor may not be able to satisfy its indemnification obligations, as Pacifico has not required it to retain any assets to provide for its indemnification obligations, nor has Pacifico taken any further steps to ensure that it will be able to satisfy any indemnification obligations that arise. Moreover, Pacifico’s sponsor will not be liable to Pacifico’s public stockholders and instead will only have liability to us. As a result, if Pacifico liquidates, the per-share distribution from the trust account could be less than approximately $10.10 (whether or not the underwriters’ over-allotment option is exercised in full) due to claims or potential claims of creditors. Pacifico will distribute to all of Pacifico’s public stockholders, in proportion to their respective equity interests, an aggregate sum equal to the amount then held in the trust account, inclusive of any interest not previously released to us, subject to Pacifico’s obligations under Delaware law to provide for claims of creditors as described below.

If Pacifico is unable to consummate an initial business combination and are forced to redeem 100% of Pacifico’s outstanding public shares for a portion of the funds held in the trust account, Pacifico anticipates notifying the trustee of the trust account to begin liquidating such assets promptly after such date and anticipate it will take no more than 10 business days to effectuate the redemption of Pacifico’s public shares. Pacifico’s insiders have waived their rights to participate in any redemption with respect to their insider shares. Pacifico will pay the costs of any subsequent liquidation from Pacifico’s remaining assets outside of the trust account and from the interest income on the balance of the trust account (net income and other tax obligations) that may be released to Pacifico to fund Pacifico’s working capital requirements. If such funds are insufficient, Pacifico’s sponsor has agreed to pay the funds necessary to complete such liquidation (currently anticipated to be no more than approximately $18,500) and has agreed not to seek repayment of such expenses. Each holder of public shares will receive a full pro rata portion of the amount then in the trust account, plus any pro rata interest earned on the funds held in the trust account and not previously released to Pacifico or necessary to pay Pacifico’s taxes. The proceeds deposited in the trust account could, however, become subject to claims of Pacifico’s creditors that are in preference to the claims of public stockholders.

Pacifico’s public stockholders shall be entitled to receive funds from the trust account only in the event of Pacifico’s failure to complete Pacifico’s initial business combination in the required time period or if the stockholders seek to have Pacifico redeem their respective shares of Pacifico Common Stock upon a business combination which is actually completed by us. In no other circumstances shall a stockholder have any right or interest of any kind to or in the trust account.

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If Pacifico is forced to file a bankruptcy case or an involuntary bankruptcy case is filed against Pacifico 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 Pacifico’s stockholders. To the extent any bankruptcy claims deplete the trust account, the per share redemption amount received by public stockholders may be less than $10.10.

If, after Pacifico distributes the proceeds in the trust account to 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 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 Pacifico’s stockholders. In addition, Pacifico’s board of directors 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 public stockholders from the trust account prior to addressing the claims of creditors. Claims may be brought against Pacifico for these reasons.

Certificate of Incorporation

Pacifico’s certificate of incorporation contains certain requirements and restrictions relating to this offering that will apply to Pacifico until the consummation of Pacifico’s initial business combination. If Pacifico holds a stockholder vote to amend any provisions of Pacifico’s certificate of incorporation relating to stockholder’s rights or pre-business combination activity (including the substance or timing within which Pacifico has to complete a business combination), Pacifico will provide its public stockholders with the opportunity to redeem their shares of Pacifico Common Stock upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to Pacifico to pay Pacifico’s franchise and income taxes, divided by the number of then outstanding public shares, in connection with any such vote. Pacifico’s insiders and Chardan have agreed to waive any redemption rights with respect to any insider shares, private shares and any public shares they may hold in connection with any vote to amend Pacifico’s certificate of incorporation. Specifically, Pacifico’s certificate of incorporation provides, among other things, that:

• prior to the consummation of Pacifico’s initial business combination, Pacifico shall either (1) seek stockholder approval of Pacifico’s initial business combination at a meeting called for such purpose at which public stockholders may seek to redeem their shares of common stock, regardless of whether they vote for or against the proposed business combination, into a portion of the aggregate amount then on deposit in the trust account, or (2) provide Pacifico’s stockholders with the opportunity to sell their shares to Pacifico by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount equal to their pro rata share of the aggregate amount then on deposit in the trust account, in each case subject to the limitations described herein;

• Pacifico will consummate its initial business combination only if public stockholders do not exercise redemption rights in an amount that would cause Pacifico’s net tangible assets to be less than $5,000,001 and a majority of the outstanding shares of Pacifico Common Stock voted are voted in favor of the business combination;

• if Pacifico’s initial business combination is not consummated within 12 months (or 15 or 18 months, if the period is extended) of the closing of this offering, then Pacifico’s existence will terminate and Pacifico will distribute all amounts in the trust account to all of Pacifico’s public holders of shares of common stock;

• upon the consummation of this offering, $50,500,000, or $58,075,000 if the over-allotment option is exercised in full, shall be placed into the trust account;

• Pacifico may not consummate any other business combination, merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar transaction prior to Pacifico’s initial business combination; and

• prior to Pacifico’s initial business combination, Pacifico may not issue additional shares of capital stock that would entitle the holders thereof to (i) receive funds from the trust account or (ii) vote on any initial business combination.

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Potential Revisions to Agreements with Insiders

Each of Pacifico’s insiders has entered into letter agreements with Pacifico pursuant to which each of them has agreed to do certain things relating to Pacifico and Pacifico’s activities prior to a business combination. Pacifico could seek to amend these letter agreements without the approval of stockholders, although Pacifico has no intention to do so. In particular:

• Restrictions relating to liquidating the trust account if Pacifico failed to consummate a business combination in the time-frames specified above could be amended, but only if Pacifico allowed all stockholders to redeem their shares in connection with such amendment;

• Restrictions relating to Pacifico’s insiders being required to vote in favor of a business combination or against any amendments to Pacifico’s organizational documents could be amended to allow Pacifico’s insiders to vote on a transaction as they wished;

• The requirement of members of the management team to remain Pacifico’s officer or director until the closing of a business combination could be amended to allow persons to resign from their positions with Pacifico if, for example, the current management team was having difficulty locating a target business and another management team had a potential target business;

• The restrictions on transfer of Pacifico’s securities could be amended to allow transfer to third parties who were not members of Pacifico’s original management team;

• The obligation of Pacifico’s management team to not propose amendments to Pacifico’s organizational documents could be amended to allow them to propose such changes to Pacifico’s stockholders;

• The obligation of insiders to not receive any compensation in connection with a business combination could be modified in order to allow them to receive such compensation;

• The requirement to obtain a valuation for any target business affiliated with Pacifico’s insiders, in the event it was too expensive to do so.

Except as specified above, stockholders would not be required to be given the opportunity to redeem their shares in connection with such changes. Such changes could result in:

• Pacifico’s having an extended period of time to consummate a business combination (although with less in trust as a certain number of Pacifico’s stockholders would certainly redeem their shares in connection with any such extension);

• Pacifico’s insiders being able to vote against a business combination or in favor of changes to Pacifico’s organizational documents;

• Pacifico’s operations being controlled by a new management team that Pacifico’s stockholders did not elect to invest with;

• Pacifico’s insiders receiving compensation in connection with a business combination; and

• Pacifico’s insiders closing a transaction with one of their affiliates without receiving an independent valuation of such business.

Pacifico will not agree to any such changes unless Pacifico believed that such changes were in the best interests of Pacifico’s stockholders (for example, if Pacifico believed such a modification were necessary to complete a business combination). Each of Pacifico’s officers and directors have fiduciary obligations to Pacifico requiring that they act in Pacifico’s best interests and the best interests of Pacifico’s stockholders.

Periodic Reporting and Audited Financial Statements

Pacifico has registered its units, common stock, and rights under the Exchange Act and have reporting obligations, including the requirement that Pacifico files annual, quarterly and current reports with the SEC. In accordance with the requirements of the Exchange Act, Pacifico’s annual report will contain financial statements audited and reported on by Pacifico’s independent registered public accountants.

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Pacifico will provide stockholders with audited financial statements of the prospective target business as part of any proxy solicitation materials or tender offer documents sent to stockholders to assist them in assessing the target business. These financial statements will need to be prepared in accordance with or reconciled to United States GAAP or IFRS as issued by the IASB. A particular target business identified by Pacifico as a potential business combination candidate may not have the necessary financial statements. To the extent that this requirement cannot be met, Pacifico may not be able to consummate Pacifico’s initial business combination with the proposed target business.

Pacifico may be required by the Sarbanes-Oxley Act to have Pacifico’s internal control over financial reporting audited for the fiscal year ending December 31, 2022. A target company may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding the adequacy of their internal control over financial reporting. The development of the internal control over financial reporting of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such initial business combination.

Pacifico is an emerging growth company as defined in the JOBS Act and will remain such for up to five years. However, if Pacifico’s non-convertible debt issued within a three-year period or Pacifico’s total revenues exceed $1.07 billion or the market value of Pacifico Common Stock that are held by non-affiliates exceeds $700 million on the last day of the second fiscal quarter of any given fiscal year, Pacifico would cease to be an emerging growth company as of the following fiscal year. As an emerging growth company, Pacifico has elected, under Section 107(b) of the JOBS Act, to take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards.

Facilities

Pacifico currently maintains its principal executive offices at c/o Pacifico Capital LLC, 521 Fifth Avenue 17th Floor, New York, NY 10175. The annual rent Pacifico paid for this space is $1,761.80 and Pacifico will renew the lease as needed if Pacifico cannot consummate the business combination by the lease end date, i.e., March 31, 2022. Pacifico consider Pacifico’s current office space, combined with the other office space otherwise available to Pacifico’s executive officers, adequate for Pacifico’s current operations.

Employees

Pacifico has two executive officers. They are not obligated to devote any specific number of hours to Pacifico’s matters and intend to devote only as much time as they deem necessary to Pacifico’s affairs. The amount of time they will devote in any time period will vary based on whether a target business has been selected for the business combination and the stage of the business combination process the company is in. Accordingly, once management locates a suitable target business to acquire, they will spend more time investigating such target business and negotiating and processing the business combination (and consequently spend more time to Pacifico’s affairs) than they would prior to locating a suitable target business. Pacifico presently expects its executive officers to devote such amount of time as they reasonably believe is necessary to Pacifico’s business (which could range from only a few hours a week while Pacifico is trying to locate a potential target business to a majority of their time as Pacifico moves into serious negotiations with a target business for a business combination). Pacifico does not intend to have any full time employees prior to the consummation of a business combination.

Legal Proceedings

There is no material litigation, arbitration or governmental proceeding currently pending against Pacifico or any of Pacifico’s officers or directors in their capacity as such, and Pacifico and its officers and directors have not been subject to any such proceeding in the 12 months preceding the date of this prospectus.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF PACIFICO

The following discussion and analysis of Pacifico’s financial condition and results of operations should be read in conjunction with Pacifico’s audited financial statements and the notes related thereto.

Overview

Pacifico is a blank check company formed under the laws of the State of Delaware on March 2, 2021. Pacifico was formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination.

Pacifico expects to continue to incur significant costs in the pursuit of Pacifico’s acquisition plans. Pacifico cannot assure you that Pacifico’s plans to complete a Business Combination will be successful.

Results of Operations

Pacifico has neither engaged in any operations nor generated any operating revenues to date. Pacifico’s only activities from inception through December 31, 2021 were organizational activities and those necessary to prepare for Pacifico’s initial public offering (“IPO”), and, after Pacifico’s IPO, searching for a target business to acquire. Pacifico does not expect to generate any operating revenues until after the completion of Pacifico’s initial Business Combination. Pacifico expects to generate non-operating income in the form of interest income on marketable securities held after the IPO. Pacifico expects to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses in connection with searching for, and completing, a Business Combination.

For the year ended December 31, 2021, Pacifico had a net loss of $221,447, which consists of loss of approximately $222,752 derived primarily from general and administrative expenses of approximately $197,472, offset by interest earned on marketable securities of approximately $1,305.

Liquidity and Capital Resources

On September 16, 2021, Pacifico consummated the IPO of 5,000,000 units (the “Public Units”). Each Unit consists of one share of Common Stock (“Common Stock”) and one right (“Right”) to receive one-tenth (1/10) of a share of Common Stock upon the consummation of an initial business combination. The Public Units were sold at an offering price of $10.00 per Public Unit, generating gross proceeds of $50,000,000. Simultaneously with the closing of the IPO on September 16, 2021, Pacifico consummated the private placement (“Private Placement”) with Pacifico Capital LLC, its sponsor, purchasing 231,250 units, and Chardan purchasing 50,000 units, in the aggregate a total of 281,250 units (the “Private Units”) at a price of $10.00 per Private Unit, generating total proceeds of $2,812,500.

On September 20, 2021, the underwriter fully exercised its over-allotment option and the closing of the issuance and sale of the additional Public Units occurred on September 22, 2021. The total aggregate issuance by Pacifico of 750,000 units at a price of $10.00 per unit resulted in total gross proceeds of $7,500,000. On September 22, 2021, simultaneously with the sale of the over-allotment Units, the company consummated the private sale of an additional 26,250 Private Units, generating gross proceeds of $262,500.

A total of $58,075,000 of the net proceeds from the sale of Public Units in the Initial Public Offering (including the over-allotment option units) and the Private Placements on September 16, 2021 and September 22, 2021, were placed in a trust account established for the benefit of Pacifico’s public shareholders.

Following the IPO, the full exercise of the over-allotment option, and the sale of the private placement units, Pacifico had $217,818 of cash held outside of the Trust Account, after payment of costs related to the IPO, and available for working capital purposes. Pacifico incurred a total of $4,759,144 in transaction costs, including $1,437,500 of underwriting fees, $2,469,769 of deferred underwriting fees and $ $851,875 of other offering costs (including $320,994 of the estimated cost of Unit Purchase Option issued to the underwriter). For the period from March 2, 2021 (inception) to December 31, 2021, cash used in operating activities was $338,901.

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As of December 31, 2021, Pacifico had marketable securities held in the Trust Account of $58,076,305 consisting of securities held in a treasury trust fund that invests in United States government treasury bills, bonds or notes with a maturity of 180 days or less. Interest income on the balance in the Trust Account may be used by Pacifico to pay taxes. Through December 31, 2021, Pacifico did not withdraw any interest earned on the Trust Account to pay Pacifico’s taxes. Pacifico intends to use substantially all of the funds held in the Trust Account, to acquire a target business and to pay Pacifico’s expenses relating thereto. To the extent that Pacifico’s capital stock is used in whole or in part as consideration to effect a Business Combination, the remaining funds held in the Trust Account will be used as working capital to finance the operations of the target business. Such working capital funds could be used in a variety of ways including continuing or expanding the target business’ operations, for strategic acquisitions and for marketing, research and development of existing or new products. Such funds could also be used to repay any operating expenses or finders’ fees which Pacifico had incurred prior to the completion of Pacifico’s Business Combination if the funds available to Pacifico outside of the Trust Account were insufficient to cover such expenses.

As of December 31, 2021, Pacifico had cash of $217,818 outside the Trust Account. Pacifico intends to use the funds held outside the Trust Account for identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the Business Combination.

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. The private units would be identical to the Private Placement Units.

Pacifico does not believe Pacifico will need to raise additional funds in order to meet the expenditures required for operating Pacifico’s business. However, if Pacifico’s estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, Pacifico may have insufficient funds available to operate Pacifico’s business prior to Pacifico’s Business Combination. Moreover, Pacifico may need to obtain additional financing either to complete Pacifico’s Business Combination or because Pacifico becomes obligated to redeem a significant number of Pacifico’s public shares upon consummation of Pacifico’s Business Combination, in which case Pacifico may issue additional securities or incur debt in connection with such Business Combination. Subject to compliance with applicable securities laws, Pacifico would only complete such financing simultaneously with the completion of Pacifico’s Business Combination. If Pacifico is unable to complete Pacifico’s Business Combination because Pacifico does not have sufficient funds available to us, Pacifico will be forced to cease operations and liquidate the Trust Account. In addition, following Pacifico’s Business Combination, if cash on hand is insufficient, Pacifico may need to obtain additional financing in order to meet Pacifico’s obligations.

Off-Balance Sheet Financing Arrangements

Pacifico has no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of December 31, 2021. Pacifico does not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. Pacifico has not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

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Contractual Obligations

Pacifico does not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than described below.

Upon closing of a Business Combination, the underwriters will be entitled to a deferred fee of $0.375 per public share, or $2,156,250 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that Pacifico completes a Business Combination, subject to the terms of the underwriting agreement. The underwriters will also be entitled to 43,125 common shares, to be issued if Pacifico closes a Business Combination.

Critical Accounting Policies

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the period reported. Actual results could materially differ from those estimates. Pacifico has identified the following critical accounting policies:

Common stock Subject to Possible Redemption

Pacifico accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within Pacifico’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. Pacifico’s common stock features certain redemption rights that are considered to be outside of Pacifico’s control and subject to occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of Pacifico’s balance sheet.

Pacifico has made a policy election in accordance with ASC 480-10-S99-3A and recognizes changes in redemption value in additional paid-in capital (or accumulated deficit in the absence of additional paid-in capital) over an expected 12-month period leading up to a Business Combination.

Net Income (Loss) per Share

Pacifico complies with accounting and disclosure requirements of FASB ASC 260, Earnings Per Share. The audited condensed statements of operations include a presentation of income (loss) per redeemable share and income (loss) per non-redeemable share following the two-class method of income per share. In order to determine the net income (loss) attributable to both the redeemable shares and non-redeemable shares, Pacifico first considered the undistributed income (loss) allocable to both the redeemable shares and non-redeemable shares and the undistributed income (loss) is calculated using the total net loss less any dividends paid. Pacifico then allocated the undistributed income (loss) ratably based on the weighted average number of shares outstanding between the redeemable and non-redeemable shares. Any remeasurement of the accretion to redemption value of the common shares subject to possible redemption was considered to be dividends paid to the public shareholders.

Offering Costs

Offering costs consist of underwriting, legal, accounting, registration and other expenses incurred through the balance sheet date that are directly related to the IPO. Pacifico complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A — “Expenses of Offering”. Offering costs are allocated between public shares and public rights based on the estimated fair values of public shares and public rights at the date of issuance.

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Recent Accounting Standards

In August 2020, the FASB issued ASU No. 2020-06, “Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. Pacifico is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows.

Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on Pacifico’s financial statements.

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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X and presents the combination of the historical financial information of Pacifico and Caravelle, adjusted to give effect to the Business Combination and the other events contemplated by the Merger Agreement. Unless otherwise indicated or the context otherwise requires, references to the “Combined Company” refer to PubCo and its consolidated subsidiaries after giving effect to the Business Combination.

Defined terms included below shall have the same meaning as terms defined and included elsewhere in this proxy statement/prospectus.

Introduction

Pacifico is providing the following unaudited pro forma condensed combined financial information to aid you in your analysis of the financial aspects of the Business Combination. The unaudited pro forma condensed combined financial information should be read in conjunction with the accompanying notes.

The unaudited pro forma condensed combined balance sheet combines the audited balance sheet of Pacifico as of December 31, 2021, with the audited consolidated balance sheets of Caravelle as of October 31, 2021, giving effect to the Business Combination as if it had been consummated on that date.

The unaudited pro forma condensed combined statement of operations for the period ended December 31, 2021, combines the audited condensed statement of operations of Pacifico for the period from March 2, 2021 (inception) to December 31, 2021 with the historical audited consolidated statements of comprehensive (loss) income for the year ended October 31, 2021 of Caravelle, giving effect to the Business Combination as if it had been consummated on October 31, 2020, the beginning of the earliest period presented.

The unaudited pro forma condensed combined balance sheet was derived from and should be read in conjunction with the following historical financial statements:

• Caravelle’s audited consolidated balance sheet as of October 31, 2021, as included elsewhere in this proxy statement; and

• Pacifico’s audited balance sheet as of December 31, 2021, as included elsewhere in this proxy statement.

The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2021, has been prepared using the following:

• Caravelle’s historical audited consolidated statement of comprehensive (loss) income for the year ended October 31, 2021, as included elsewhere in this proxy statement; and

• Pacifico’s audited condensed statement of operations for the period from March 2, 2021 (inception) to December 31, 2021.

The unaudited pro forma condensed combined financial information should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Caravelle,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Pacifico” and other financial information included elsewhere in this prospectus/proxy statement.

Description of the Business Combination

On April 5, 2022, Pacifico, PubCo, Merger Sub 1, Merger Sub 2 and Caravelle entered into the Merger Agreement, which contains customary representations and warranties, covenants, closing conditions, termination fee provisions and other terms relating to the mergers and the other transactions contemplated thereby. To date, the target revenue has not been achieved; accordingly, the Earn-out Shares are not reflected in the unaudited pro forma condensed combined financial information.

For more information about the Business Combination and Merger Agreement, please see the section entitled “The Business Combination Proposal — General Description of the Business Combination and Merger Agreement.”

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Accounting for the Business Combination

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.

Basis of Pro Forma Presentation

The historical financial information has been adjusted to give pro forma effect to events that are related and/or directly attributable to the Business Combination, are factually supportable, and as it relates to the unaudited pro forma condensed combined statement of operations, are expected to have a continuing impact on the results of the post-combination company. The adjustments presented on the unaudited pro forma condensed combined financial statements have been identified and presented to provide relevant information necessary for an accurate understanding of the post-combination company upon consummation of the Business Combination.

The unaudited pro forma condensed combined financial information is for illustrative purposes only. The financial results may have been different had the companies always been combined. You should not rely on the unaudited pro forma condensed combined financial information as being indicative of the historical financial position and results that would have been achieved had the companies always been combined or the future financial position and results that the post-combination company will experience. Caravelle and Pacifico have not had any historical relationship prior to the Business Combination. Accordingly, no pro forma adjustments were required to eliminate activities between the companies.

The unaudited pro forma condensed combined financial information has been prepared assuming two alternative levels of redemption into cash of the shares of Pacifico Common Stock:

• Scenario 1 — Assuming No Redemptions into Cash: no Pacifico shareholders exercise their redemption rights, all Pacifico shares previously subject to redemption for cash amounting to $51,326,825 would be transferred to permanent equity; and

• Scenario 2 — Assuming Maximum Redemptions into Cash: the maximum number of Pacifico shares are redeemed for cash by Pacifico shareholders, $51,326,825 would be paid out in cash. The $51,326,825, which is the amount required to redeem 5,750,000 Pacifico shares, represents the maximum redemption amount.

Included in the shares outstanding and weighted average shares outstanding as presented in the pro forma condensed combined financial statements are 50,000,000 ordinary shares to be issued to Caravelle shareholders in connection with the Merger Agreement under Scenarios 1 and 2.

As a result of the Business Combination and immediately following the closing of the Business Combination, assuming no Pacifico shareholders elect to redeem their shares for cash, Caravelle will own approximately 75.6% of the outstanding Pacifico ordinary shares, the former shareholders of Pacifico will own approximately 12.2% of the outstanding Pacifico ordinary shares (in each case, not giving effect to any shares issuable to them upon the exercise of warrants and the unit purchase option).

If 5,750,000 ordinary shares are redeemed for cash, which assumes the maximum redemption of Pacifico ordinary shares. Caravelle will own approximately 82.8% of the outstanding Pacifico ordinary shares, Pacifico former shareholders will own approximately 3.9% of the outstanding Pacifico ordinary shares (in each case, not giving effect to any shares issuable to them upon the exercise of warrants and the unit purchase option).

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PRO FORMA COMBINED BALANCE SHEET
AS OF DECEMBER 31, 2021
(UNAUDITED)

Account |  | (A) Pacifico |  | (B) Caravelle |  |  |  | Scenario 1 Assuming No Redemptions into Cash |  | Scenario 2 Assuming Maximum Redemptions into Cash
Pro Forma Combined |  | Pro Forma Adjustments |  | Note |  | Pro Forma Balance Sheet |  | Pro Forma Adjustments |  | Note |  | Pro Forma Balance Sheet
Assets |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Cash and cash equivalents |  | 217,818 |  |  | 10,354,441 |  | 10,572,259 |  | 58,076,305 |  |  | (1) |  | 124,485,111 |  |  | (58,075,000 | ) |  | (4) |  | 66,410,111 |
|  |  |  |  |  |  |  |  | (2,469,769 | ) |  | (2) |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  | (1,693,684 | ) |  | (3) |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  | 60,000,000 |  |  | (5) |  |  |  |  |  |  |  |  |  |  |
Accounts receivable, net |  | — |  |  | 7,826,711 |  | 7,826,711 |  | — |  |  |  |  | 7,826,711 |  |  | — |  |  |  |  | 7,826,711 |
Prepayments and other current assets |  | — |  |  | 7,918,253 |  | 7,918,253 |  | — |  |  |  |  | 7,918,253 |  |  | — |  |  |  |  | 7,918,253 |
Due from related parties |  | — |  |  | 16,246 |  | 16,246 |  | — |  |  |  |  | 16,246 |  |  | — |  |  |  |  | 16,246 |
|  |  |  |  |  |  |  |  | — |  |  |  |  | — |  |  | — |  |  |  |  | — |
Prepaid expenses |  | 181,160 |  |  | — |  | 181,160 |  | — |  |  |  |  | 181,160 |  |  | — |  |  |  |  | 181,160 |
Total current assets |  | 398,978 |  |  | 26,115,651 |  | 26,514,629 |  | 113,912,852 |  |  |  |  | 140,427,481 |  |  | (58,075,000 | ) |  |  |  | 82,352,481 |
Property, plant and equipment, net |  | — |  |  | 123,780 |  | 123,780 |  | — |  |  |  |  | 123,780 |  |  | — |  |  |  |  | 123,780.00 |
Prepayment and other non current assets |  | — |  |  | 946,272 |  | 946,272 |  | — |  |  |  |  | 946,272 |  |  | — |  |  |  |  | 946,272.00 |
Investments held in Trust Account |  | 58,076,305 |  |  | — |  | 58,076,305 |  | (58,076,305 | ) |  | (1) |  | — |  |  | — |  |  |  |  | — |
Total non-current assets |  | 58,076,305 |  |  | 1,070,052 |  | 59,146,357 |  | (58,076,305 | ) |  |  |  | 1,070,052 |  |  | — |  |  |  |  | 1,070,052 |
Total assets |  | 58,475,283 |  |  | 27,185,703 |  | 85,660,986 |  | 55,836,547 |  |  |  |  | 141,497,533 |  |  | (58,075,000 | ) |  |  |  | 83,422,533 |
Liabilities |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Current maturity of long-term loan |  | — |  |  | 899,581 |  | 899,581 |  | — |  |  |  |  | 899,581 |  |  | — |  |  |  |  | 899,581 |
Accounts payable |  | 36,530 |  |  | 488,442 |  | 524,972 |  | — |  |  |  |  | 524,972 |  |  | — |  |  |  |  | 524,972 |
Advance from customers |  | — |  |  | 6,182,479 |  | 6,182,479 |  | — |  |  |  |  | 6,182,479 |  |  | — |  |  |  |  | 6,182,479.00 |
Amount due to a related party |  | 3,201 |  |  | 6,924,224 |  | 6,927,425 |  | — |  |  |  |  | 6,927,425 |  |  | — |  |  |  |  | 6,927,425.00 |
Accrued liabilities and other payable |  | — |  |  | 5,945,110 |  | 5,945,110 |  | — |  |  |  |  | 5,945,110 |  |  | — |  |  |  |  | 5,945,110.00 |
Taxes payable |  | 25,280 |  |  | 1,905 |  | 27,185 |  | — |  |  |  |  | 27,185 |  |  | — |  |  |  |  | 27,185.00 |
Deferred underwriting fee payable |  | 2,469,769 |  |  | — |  | 2,469,769 |  | (2,469,769 | ) |  | (2) |  | — |  |  | — |  |  |  |  | — |
Accrued expenses |  | — |  |  | — |  | — |  | — |  |  |  |  | — |  |  | — |  |  |  |  | — |
Total current liability |  | 2,534,780 |  |  | 20,441,741 |  | 22,976,521 |  | (2,469,769 | ) |  |  |  | 20,506,752 |  |  | — |  |  |  |  | 20,506,752 |
Long-term bank loan |  | — |  |  | 3,369,806 |  | 3,369,806 |  |  |  |  |  |  | 3,369,806 |  |  | — |  |  |  |  | 3,369,806 |
Deferred tax liability |  | — |  |  | 1,634 |  | 1,634 |  |  |  |  |  |  | 1,634 |  |  | — |  |  |  |  | 1,634 |
Total Liability |  | 2,534,780 |  |  | 23,813,181 |  | 26,347,961 |  | (2,469,769 | ) |  |  |  | 23,878,192 |  |  | — |  |  |  |  | 23,878,192 |
Common stock subject to possible redemption, $0.0001 par value; 10,000,000 shares authorized; 5,750,000 shares issued and outstanding at redemption value |  | 51,326,825 |  |  | — |  | 51,326,825 |  | (51,326,825 | ) |  | (4) |  | — |  |  | — |  |  |  |  | — |
Equity: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Common Stock |  | 175 |  |  | 50,000 |  | 50,175 |  | 600 |  |  | (5) |  | 6,579.31 |  |  | — |  |  |  |  | 6,579.31 |
|  |  |  |  |  |  |  |  | 5,804 |  |  | (6) |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  | (50,000 | ) |  | (6) |  |  |  |  |  |  |  |  |  |  |
Subscription receivable |  | — |  |  | — |  | — |  | — |  |  |  |  | — |  |  | — |  |  |  |  | — |
Additional paid-in capital |  | 4,834,950.00 |  |  | 100,131 |  | 4,935,081 |  | (1,693,684 | ) |  | (3) |  | 114,833,265 |  |  | (58,075,000 | ) |  | (4) |  | 56,758,265 |
|  |  |  |  |  |  |  |  | 51,326,825 |  |  | (4) |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  | 59,999,400 |  |  | (5) |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  | 265,643 |  |  | (6) |  |  |  |  |  |  |  |  |  |  |
Retained earnings |  | (221,447 | ) |  | 433,784 |  | 212,337 |  | (221,447 | ) |  | (6) |  | (9,110 | ) |  | — |  |  |  |  | (9,110.00 | )
|  |  |  |  |  |  |  |  | — |  |  | (6) |  |  |  |  | — |  |  |  |  | — |
Total Stockholders’ Equity |  | 4,613,678 |  |  | 583,915 |  | 5,197,593 |  | 109,633,141 |  |  |  |  | 114,830,734 |  |  | (58,075,000 | ) |  | (4) |  | 56,755,734 |
Non-controlling interest |  | — |  |  | 2,788,607 |  | 2,788,607 |  | — |  |  |  |  | 2,788,607 |  |  | — |  |  |  |  | 2,788,607 |
Total Equity |  | 4,613,678.00 |  |  | 3,372,522.00 |  | 7,986,200.00 |  | 109,633,140.91 |  |  |  |  | 117,619,340.91 |  |  | (58,075,000.00 | ) |  |  |  | 59,544,340.91 |
Total liabilities and equity |  | 58,475,283 |  |  | 27,185,703 |  | 85,660,986 |  | 55,836,547 |  |  |  |  | 141,497,533 |  |  | (58,075,000 | ) |  |  |  | 83,422,533 |

____________

(A) Derived from Pacifico’s audited balance sheet as of December 31, 2021

(B) Derived from Caravelle’s audited consolidated balance sheet as of October 31, 2021

(1) Reflects the release of cash from marketable securities held in the Trust Account.

(2) Reflects the payments of Pacifico’s accounts payable and deferred underwriting fee payable. Direct, incremental costs of the specific acquisition which are reflected in the historical financial statements of either the target or acquirer — An

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adjustment should remove those costs from the pro forma condensed combined statement (as a non-recurring charge directly related to the transaction). The pro forma condensed combined balance sheet should reflect an adjustment (as the costs are non-recurring and directly related to the transaction).

(3) Reflect the transaction fees of $1.69 million represents preliminary estimated transaction costs expected to be incurred by Pacifico and Caravelle of approximately $0.92 million and $0.77 million, respectively, for legal, accounting, advisory, and printing fees incurred as part of the Business Combination. None of these fees have been accrued as of the pro forma balance sheet date. The estimated transaction costs exclude the deferred underwriting commissions included in (2) above. The estimated transaction costs exclude the deferred underwriting commissions included in (2) above.

(4) In Scenario 1, which assumes no Pacifico shareholders exercise their redemption rights, all Pacifico shares previously subject to redemption for cash amounting to $58,750,000 would be transferred to permanent equity. In Scenario 2, which assumes the same facts as described in Items 1, 2 and 3 above, but also assumes the maximum number of Pacifico shares are redeemed for cash by Pacifico shareholders, $58,750,000 would be paid out in cash. The $58,750,000, which is the amount required to redeem 5,750,000 Pacifico shares, represents the maximum redemption amount.

(5) To reflect the issuance of PubCo’s share in connection with the merger for the PIPE investors.

(6) To reflect recapitalization of Caravelle thru (a) the contribution of all share capital in Caravelle to Pacifico, (b) the issuance of 58,043,125 PubCo’s share in connection with the merger and (c) the eliminate Pacifico’s historical accumulated deficit.

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PRO FORMA COMBINED CONDENSED STATEMENT OF OPERATIONS
TWELVE MONTHS ENDED DECEMBER 31, 2021
(UNAUDITED)

Account |  | (A) Pacifico |  | (B) Caravelle |  | Scenario 1 Assuming No Redemptions into Cash |  | Scenario 2 Assuming Maximum Redemptions into Cash
Pro Forma Adjustments |  | Note |  | Pro Forma Income statement |  | Pro Forma Adjustments |  | Note |  | Pro Forma Income statement
Ocean freight revenue |  | — |  |  | 110,113,752 |  |  |  |  |  |  |  |  |  |  |  |  |  |
Time charter revenue |  | — |  |  | 11,847,305 |  |  |  |  |  |  |  |  |  |  |  |  |  |
Net revenues |  | — |  |  | 121,961,057 |  |  | — |  |  |  | 121,961,057 |  | — |  |  |  |  | 121,961,057
Cost of revenue (Ocean Freight) |  | — |  |  | (109,008,853 | ) |  | — |  |  |  | (109,008,853) |  | — |  |  |  |  | (109,008,853)
Gross profit |  | — |  |  | 12,952,204 |  |  |  |  |  |  | 12,952,204 |  | — |  |  |  |  | 12,952,204
Selling expenses |  | — |  |  | (27,452 | ) |  | — |  |  |  | (27,452) |  | — |  |  |  |  | (27,452)
General and administrative expenses |  | — |  |  | (2,443,537 | ) |  | 200,000 |  | (1) |  | (2,243,537) |  | — |  |  |  |  | (2,243,537)
Formation and operating costs |  | (197,472 | ) |  | — |  |  | — |  |  |  | (197,472) |  | — |  |  |  |  | (197,472)
Franchise tax expenses |  | (25,280 | ) |  | — |  |  | — |  |  |  | (25,280) |  | — |  |  |  |  | (25,280)
Total operating expenses |  | (222,752 | ) |  | (2,470,989 | ) |  | 200,000 |  |  |  | (2,493,741) |  | — |  |  |  |  | (2,493,741)
Operating (loss)/profit |  | (222,752 | ) |  | 10,481,215 |  |  | 200,000 |  |  |  | 10,458,463 |  | — |  |  |  |  | 10,458,463
Interest income |  | 1,305 |  |  | 5 |  |  | (1,305) |  | (2) |  | 5 |  | — |  |  |  |  | 5
Interest expense |  | — |  |  | (122,392 | ) |  | — |  |  |  | (122,392) |  | — |  |  |  |  | (122,392)
Other income (expense), net |  | — |  |  | (100,093 | ) |  | — |  |  |  | (100,093) |  | — |  |  |  |  | (100,093)
(Loss) income before income taxes expenses |  | (221,447 | ) |  | 10,258,735 |  |  | 198,695 |  |  |  | 10,235,983 |  | — |  |  |  |  | 10,235,983
Provision for income taxes |  | — |  |  | (2,113 | ) |  | (49,674) |  | (3) |  | (51,787) |  | — |  |  |  |  | (51,787)
Net (loss)/income and total comprehensive (loss)/income |  | (221,447 | ) |  | 10,256,622 |  |  |  |  |  |  | 10,035,175 |  | — |  |  |  |  | 10,035,175
Less: Net income (loss) attributable to non-controlling interests |  | — |  |  | 4,946,114 |  |  | — |  |  |  | 4,946,114 |  | — |  |  |  |  | 4,946,114
Net (loss)/income and total comprehensive (loss)/income attributable to shareholders |  | (221,447 | ) |  | 5,310,508 |  |  | — |  |  |  | 5,089,061 |  | — |  |  |  |  | 5,089,061
Weighted average shares outstanding of redeemable common stock |  | 1,990,132 |  |  | — |  |  | 6 2,7 35,363 |  | (4) |  | 66,143,875 |  | (5,750,000 | ) |  | (4) |  | 60,3 93,875
Basic and diluted net income (loss) per share, redeemable common stock |  | 0.44 |  |  |  |  |  | Basic and diluted net income (loss) per share, common stock attributable to Pacifico Acquisition Corp. |  |  |  | 0.0 8 |  | Basic and diluted net income (loss)per share, common stock subject to possible redemption |  |  |  |  | 0.0 8
Weighted average shares outstanding of non-redeemable common stock |  | 1,418,380 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Basic and diluted net income (loss) per share, non-redeemable common stock |  | (0.77 | ) |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |

____________

(A) Derived from Pacifico’s condensed statement of operations for the the period from March 2, 2021 (inception) to December 31, 2021

(B) Derived from Caravelle’s historical audited consolidated statement of income (loss) and comprehensive income (loss) for the year ended october 31, 2021

(1) Represents an adjustment to eliminate direct, incremental costs of the Business Combination which are reflected in the historical financial statements of Caravelle and Pacifico in the amount of $200,000. This cost is not included in the unaudited pro forma condensed combined statement of operations as it is nonrecurring.

(2) Represents an adjustment to eliminate interest income related to cash, cash equivalents and marketable securities held in the Trust Account.

(3) To record the tax effect of the pro forma adjustments applied at Caravelle’s normalized blended statutory income tax rate of 25.0%.

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(4) The calculation of weighted average shares outstanding for basic and diluted net loss per share assumes that the initial public offering occurred as of the earliest period presented. In addition, as the Business Combination is being reflected as if it had occurred on this date, the calculation of weighted average shares outstanding for basic and diluted net loss per share assumes that the shares have been outstanding for the entire period presented. This calculation is retroactively adjusted to eliminate the number of shares redeemed in the Business Combinations for the entire period.

The following presents the calculation of basic and diluted weighted average shares outstanding assuming two alternative levels of conversion for the year ended December 31, 2021.

|  | Scenario 1 (Assuming No Redemptions into Cash) |  | Scenario 2 (Assuming Maximum Redemptions into Cash)
Weighted average shares calculation, basic and diluted |  |  |  |  |  |
Pacifico Public Shares |  | 5,750,000 |  |  | — |
Pacifico Public Right (10 for 1 common share) |  | 575,000 |  |  | 575,000 |
Pacifico Shares held by Insider (founders/Sponsor initial share) |  | 1,437,500 |  |  | 1,437,500 |
Pacifico Private Placement Shares |  | 307,500 |  |  | 307,500 |
Pacifico shares underlying Rights included as part of the Private Placement |  | 30,750 |  |  | 30,750 |
Issuance of PubCo common stock to Chardan Capital Markets, LLC after successful completion of business combination |  | 43,125 |  |  | 43,125 |
Issuance of PubCo common stock to Chardan Capital Markets, LLC as Pacifico’s M&A Consultant ($10/share) |  | 500,000 |  |  | 500,000 |
Issuance of PubCo common stock to Caravelle’s M&A Consultant |  | 1,500,000 |  |  | 1,500,000 |
Issuance of PubCo common stock to PIPE Investors |  | 6,000,000 |  |  | 6,000,000 |
Issuance of PubCo common stock to Caravelle in Business Combination |  | 50,000,000 |  |  | 50,000,000 |
Weighted average shares outstanding |  | 66,143,875 |  |  | 60,393,875 |
Percent of shares owned by existing Caravelle holders |  | 75.6 | % |  | 82.8 | %
Percent of shares owned by existing holders of Pacifico shares |  | 12.2 | % |  | 3.9 | %
Percent of shares owned by PIPE Investors |  | 9.1 | % |  | 9.9 | %
Percent of shares owned by Chardan MA Advisor |  | 0.8 | % |  | 0.9 | %
Percent of shares owned by Caravelle’s MA Advisor |  | 2.3 | % |  | 2.5 | %
|  | 100.00 | % |  | 100.00 | %

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PACIFICO DIRECTORS, EXECUTIVE OFFICERS and executive compensation

Directors and Executive Officers

Pacifico’s current directors and executive officers are as follows:

Name |  | Age |  | Position
Edward Cong Wang |  | 38 |  | Chief Executive Officer, Chairman and President
Yi Zhong |  | 49 |  | Chief Financial Officer and Director
Raymond John Gibbs |  | 67 |  | Independent Director
Yue Tang |  | 40 |  | Independent Director
Shiyun Shao |  | 32 |  | Independent Director

Edward Cong Wang has been Pacifico’s Chairman, President and Chief Executive Officer since Pacifico’s inception. Mr. Wang has served as the managing partner at The Balloch (Holding) Group since March 2020. Before that, he was a partner at Prestige Financial Holdings Group Limited from August 2018 to September 2019. Mr. Wang also served as a partner at Shenzhen Bode Chuangfu Investment Management Co. Ltd., from January 2017 to July 2018. Mr. Wang served as the chief executive officer of ZS Fur & Leather Fashion Co., a family owned business, from July 2014 to December 2016. Prior to ZS Fur, He worked at Merrill Lynch, Pierce, Fenner & Smith Incorporated as a vice president from July 2011 to June 2014. Mr. Wang received a bachelor’s degree from Stony Brook University in 2006 and graduated with a master’s degree of Statistics from Columbia University in 2010. Pacifico believes Mr. Wang is qualified to serve on our board of directors because of his extensive financial, management, and transaction experience, as well as his contacts and relationships.

Yi Zhong has been Pacifico’s Chief Financial Officer and a director since Pacifico’s inception. Mr. Zhong has served as the senior vice president of HGC Investment Management since June 2017. Prior to joining HGC Investment Management, he had served as the general manager of China Youth Travel Service Group from January 2016 to May 2017. Mr. Zhong was the assistant to the president of GT Land Holdings Limited from September 2007 to November 2012. He served as co-founder and chief operating officer of Supernode Innovation Technology from March 2015 to December 2015. Mr. Zhong graduated from University of Massachusetts, Amherst with a master’s degree of Hospitality and Tourism Management in 2004 and a master’s degree in Resource Economics in 2005, and he received a bachelor’s degree of English from Huazhong University of Science and Technology in 1995. Pacifico believes Mr. Zhong is qualified to serve on our board of directors because of his extensive operational, management, and financial experience, as well as his contacts and relationships.

Raymond J. Gibbs has served as Pacifico’s independent director since April 2021. He has spent the last 21 years as chief financial officer or commercial director of high technology and fast moving consumer goods businesses both in the quoted and private arenas. Mr. Gibbs has co-chaired the UK-China Joint Working Group on Graphene Standardization, organized by the BSI Group and the China Standards Authority, and he has served as the chairman of planarTECH LLC since July 2019. In addition, he served as the president of business development and the chief executive officer of Haydale Graphene Industries PLC, a publicly listed company in the UK, from May 2010 to July 2019. Mr. Gibbs is a Chartered Accountant. Mr. Gibbs received a bachelor’s degree from Nottingham Trent University in 1977. Pacifico believes Mr. Gibbs is qualified to serve on our board of directors because of his extensive financial, management, and accounting experience, as well as his contacts and relationships.

Yue Tang has served as Pacifico’s independent director since April 2021. Ms. Tang has served as the executive director and general manager of Shanghai Shensheng Investment Development Co., Ltd. since July 2019 and has been its shareholder since August 2017. In August 2015, Ms. Tang founded Shanghai Zhongduo Advertising Co. Ltd. and has served as an executive director since the company’s founding. In March 2010, Ms. Tang co-founded Shanghai Yudong Business Consulting Co. Ltd., a company engaging the business of real estate development, real estate brokerage, real estate consulting, and other real estate related business, and has served as its supervisor since then. She also co-founded Shanghai Zheshang Real Estate Co., Ltd., in January 2008 and has served as its executive director since then. Ms. Tang also served as the executive vice president of Shanghai Fuhua Commercial Group Co., Ltd and general manager of Fudan Fuhua Science and Technology Center from May 2015 to April 2017. Ms. Tang received a Ph.D. degree in Business Administration from the French Higher

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School of Business in 2021 and received a bachelor’s degree in International Trade from Jilin University in 2003. Pacifico believes Ms. Tang is qualified to serve on our board of directors because of her extensive investment and management experience, as well as her contacts and relationships.

Shiyun Shao has served as Pacifico’s independent director since May 2021. Ms. Shao is currently serving as the vice president of New Margin Capital, where she is responsible for fundraising, investment and investor relations. In addition, she has also served as the head of compliance and risk control at Shanghai Junmi Equity Investment Fund Management Co., Ltd. since March 2020. Before she entered New Margin Capital in January 2020, she worked in Galaxy Holding Group as deputy business manager from October 2017 to January 2020. Before that, she worked as public relations manager which is responsible for business development and marketing campaign in Asia Institute of Art and Finance from March 2016 to July 2016. Before that, during April 2014 to April 2015, she worked at Sotheby’s Australia as senior customer service coordinator in Melbourne. Ms. Shao obtained her Master of Food Science from University of Melbourne in 2014 and Bachelor of Food Quality and Safety from Jilin University in 2012.

Executive Compensation

No executive officer has received any cash compensation for services rendered to Pacifico and no compensation of any kind, including finders, consulting or other similar fees, will be paid to any of our existing stockholders, including our directors, or any of their respective affiliates, prior to, or for any services they render in order to effectuate, the consummation of a business combination. However, such individuals will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. There is no limit on the amount of these out-of-pocket expenses and there will be no review of the reasonableness of the expenses by anyone other than our board of directors and audit committee, which includes persons who may seek reimbursement, or a court of competent jurisdiction if such reimbursement is challenged.

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PUBCO’S DIRECTORS AND EXECUTIVE OFFICERS
AFTER THE BUSINESS COMBINATION

PubCo’s directors and executive officers upon the consummation of the Business Combination will be as follows:

Name |  | Age |  | Position
Guohua Zhang |  | 47 |  | Chief Executive Officer Candidate, Director
Xiaohui Wang |  | 38 |  | Chief Financial Officer Candidate
Dong Zhang |  | 51 |  | Chief Shipping Officer Candidate and Director
Sai Wang |  | 39 |  | Chief Strategic Officer Candidate
Lisha Ao |  | 37 |  | Chief Operating Officer Candidate
Zi Xia |  | 42 |  | Chief Marketing Officer Candidate
Edward Cong Wang |  | 38 |  | Independent Director
[ ] |  | [ ] |  | Independent Director
[ ] |  | [ ] |  | Independent Director

Guohua Zhang. Dr. Zhang has been serving as PubCo’s director since May 2022. Dr. Zhang is the founder of Caravelle and has been Caravelle’s Chief Executive Officer, director, and chairman of the board since April 2021. Dr. Zhang has approximately 20 years of experience in the timber industry and the stevedoring process in the international shipping industry. In addition to the business operations, he designed the CO-Tech model for onboard wood desiccation process and invented 14 related patents. Prior to founding Caravelle, Dr. Zhang worked as Chief Executive Officer for Honest Timber Gabon Co., Ltd. from 2003 to 2013. From 2013 to 2016, he worked for Long Sheng Group. Dr. Zhang received his doctorate in business administration from Université PSL. PubCo believes that Dr. Zhang’s qualifications to sit on the board include his deep understanding of Caravelle’s business model, technical background in the operations, the wide industrial connection and strong leadership as an executive and director.

Xiaohui Wang. Mr. Wang has been serving as Caravelle’s Chief Financial Officer since 2021. In 2008, Mr. Wang joined Zhongrui Yuehua Certified Public Accountants (now part of Ruihua Certified Public Accountants) as an auditor, and later became a senior manager. In 2015, he joined Beijing Glorious Oriental Investment Management Co., Ltd. as its deputy general manager and chief financial officer. From 2018 to 2021, he served as a director and strategic committee member of Weifang Yaxing Chemistry Co., Ltd. Mr. Wang provided services including financial report auditing, restructuring, and IPO financial adviser for large and mid-sized firms. He holds a bachelor’s degree in management from Zhongnan University of Economics and Law. PubCo believes that Mr. Wang is qualified to serve as the Chief Financial Officer of PubCo with his financial expertise and rich experience.

Dong Zhang. Mr. Zhang has been serving as PubCo’s director since May 2022. Mr. Zhang has been Caravelle’s Chief Shipping Officer and director since April 2021. Mr. Zhang joined the Jiangsu office of Yongtongwei (China) in 1991, and was later promoted to the chief representative of the office. Mr. Wang joined the Nanjing subdivision of China Beifang Logistics Limited and served as its general manager until 2004. From 2005, he founded Nanjing Deyun International Logistics Limited and a number of affiliated companies. He has been serving as the Chair of the Board of Topsheen Shipping Group Limited since 2009. Mr. Zhang is a veteran in the industry of trade import and export, as well as in managing and operating an international fleet. Mr. Zhang graduated from Jiangsu Vocational College of International Trade and Business. PubCo believes that Mr. Zhang is qualified to serve as a director and Chief Shipping Officer of PubCo with his rich experience in the international shipping industry and the resources of fleet operations.

Sai Wang. Mr. Wang is Caravelle’s Chief Strategic Officer. He joined Caravelle in 2021. From 2005 to 2007, Mr. Wang worked at Kotler Marketing Group in Shanghai. In 2007, Mr. Wang co-founded Brighten Consulting, which later merged with Cinsos Consulting. In 2010, Mr. Wang rejoined Kotler Marketing Group and became a managing partner. While at Kotler, he provided consulting service for over seventy companies, including Haier Group, ByteDance, AVIC International, Baosteel, China Merchants Group, and Meituan. Mr. Wang graduated from Wuhan University and Université Paris Dauphine, and furthered his studies at HEC Paris and Harvard Business School. He holds a doctorate in business administration. In addition to his management position, he teaches at several foreign business schools and has co-authored a few popular business books.

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Lisha Ao. Ms. Ao has been Caravelle’s Chief Operating Officer since April 2021. Prior to joining Caravelle, she worked at China Communications Construction Group from 2012 to 2014, and worked at Mingde Group from 2014 to 2021. When working at Mingde Group, she was in charge of providing counseling to companies to get listed, and helped obtain public and private financing for over fifty companies in a wide range of industries, including medical, intelligent equipment, new agriculture, and traditional manufacturing. Ms. Ao received her master’s degree in Japanese language and literature from Beijing Language and Culture University. She also studied at Waseda University in Japan. PubCo believes that Ms. Ao is qualified to serve as an officer of PubCo with her demonstrated understanding of business across industries, experience and resources in financing, and the leadership she brings to the team.

Zi Xia. Ms. Xia joined Caravelle as the Chief Marketing Officer in 2021. Prior to joining Caravelle, Ms. Xia’s experience includes co-founding Yike Talks in 2018, a podcast platform where she led the marketing and product development teams. From 2009 to 2018, Ms. Xia worked at Willis Towers Watson, where she made partner in charge of the marketing business for the Greater China area. She also has experience working at Mercer as a marketing and communications manager. Ms. Xia graduated from Colorado University, Denver, where she obtained a Bachelor of Arts degree in mass communications. She further obtained a Master’s degree in mass communications from Leicester University. Ms. Xia also holds a leadership certificate from China Europe International Business School. Ms. Xia brings to Caravelle over a decade of marketing experience and industry connections and proves a qualified executive for this position.

Edward Cong Wang. Mr. Wang has been PubCo’s director since May 2022. Mr. Wang has served as the managing partner at The Balloch (Holding) Group since March 2020. Before that, he was a partner at Prestige Financial Holdings Group Limited from August 2018 to September 2019. Mr. Wang also served as a partner at Shenzhen Bode Chuangfu Investment Management Co. Ltd., from January 2017 to July 2018. Mr. Wang served as the chief executive officer of ZS Fur & Leather Fashion Co., a family owned business, from July 2014 to December 2016. Prior to ZS Fur, He worked at Merrill Lynch, Pierce, Fenner & Smith Incorporated as a vice president from July 2011 to June 2014. Mr. Wang received a bachelor’s degree from Stony Brook University in 2006 and graduated with a master’s degree of Statistics from Columbia University in 2010. PubCo believes Mr. Wang is qualified to serve on PubCo Board because of his extensive financial, management, and transaction experience, as well as his contacts and relationships.

Committees of the Board of Directors

There are three standing committee of our Board: the Audit Committee, the Nominating Committee and the Compensation Committee. The composition of each committee are described below:

• Audit Committee: [ ] (Chairperson), [ ], and [ ];

• Nominating Committee: [ ] (Chairperson), [ ], and [ ]; and

• Compensation Committee: [ ] (Chairperson), [ ], and [ ]

The members of each committee are all “independent” under Nasdaq’s listing standards. [ ] is also a “financial expert” under the listing requirements of Nasdaq.

The Audit Committee, which is established in accordance with Section 3(a)(58)(A) of the Exchange Act, engages our independent accountants, reviewing their independence and performance; reviews our accounting and financial reporting processes and the integrity of its financial statements; the audits of our financial statements and the appointment, compensation, qualifications, independence and performance of our independent auditors; our compliance with legal and regulatory requirements; and the performance of our internal audit function and internal control over financial reporting.

The Nominating Committee is responsible for overseeing the selection of persons to be nominated to serve on our Board. Specifically, the Nominating Committee makes recommendations to the Board regarding the size and composition of the Board, establishes procedures for the director nomination process and screens and recommends candidates for election to the Board. On an annual basis, the Nominating Committee recommends for approval by the Board certain desired qualifications and characteristics for board membership. Additionally, the Nominating Committee establishes and administers a periodic assessment procedure relating to the performance of the Board as

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a whole and its individual members. The Nominating Committee will consider a number of qualifications relating to management and leadership experience, background and integrity and professionalism in evaluating a person’s candidacy for membership on the Board. The Nominating Committee may require certain skills or attributes, such as financial or accounting experience, to meet specific board needs that arise from time to time and will also consider the overall experience and makeup of its members to obtain a broad and diverse mix of board members. The nominating committee does not distinguish among nominees recommended by shareholders and other persons.

The Compensation Committee reviews annually our corporate goals and objectives relevant to the officers’ compensation, evaluates the officers’ performance in light of such goals and objectives, determines and approves the officers’ compensation level based on this evaluation; makes recommendations to the Board regarding approval, disapproval, modification, or termination of existing or proposed employee benefit plans, makes recommendations to the Board with respect to non-CEO and non-CFO compensation and administers our incentive-compensation plans and equity-based plans. The Compensation Committee has the authority to delegate any of its responsibilities to subcommittees as it may deem appropriate in its sole discretion. Our chief executive officer of may not be present during voting or deliberations of the Compensation Committee with respect to his compensation. our executive officers do not play a role in suggesting their own salaries. Neither PubCo nor the Compensation Committee has engaged any compensation consultant who has a role in determining or recommending the amount or form of executive or director compensation.

Compensation

No executive officer has received any cash compensation for services rendered to Caravelle, although each officer is entitled to a monthly salary ranging from USD 8,333.33 to $16,666.67, respectively. Such salaries will become payable upon the closing of the business combination. No compensation of any kind, including finders, consulting or other similar fees, will be paid to any of Caravelle’s existing shareholders, including the directors, or any of their respective affiliates, prior to, or for any services they render in order to effectuate, the consummation of a business combination. However, such individuals will be reimbursed for any out-of-pocket expenses incurred in connection with activities on its behalf, such as identifying potential target businesses and performing due diligence on suitable business combinations. There is no limit on the amount of these out-of-pocket expenses and there will be no review of the reasonableness of the expenses by anyone other than the board of directors and audit committee, which includes persons who may seek reimbursement, or a court of competent jurisdiction if such reimbursement is challenged.

After the completion of the initial business combination, directors or members of Caravelle’s management team who remain with it may be paid consulting, management or other fees from the combined company. Any compensation to be paid to its executive officers will be determined by a compensation committee constituted solely of independent directors.

Caravelle is not party to any agreements with its executive officers and directors that provide for benefits upon termination of employment as of the date of this Registration Agreement.

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Security Ownership of Certain Beneficial Owners and Management

The following table sets forth information regarding (i) the beneficial ownership of shares of Pacifico Common Stock as of [•], 2022 (pre-Business Combination) and (ii) the expected beneficial ownership of the PubCo Ordinary Shares immediately following consummation of the Business Combination, assuming that no Public Shares are redeemed and, alternatively, that [•] Public Shares are redeemed, by:

• each person known by Pacifico to be the beneficial owner of more than 5% of the outstanding shares of Pacifico Common Stock;

• each person known by Pacifico who may become beneficial owner of more than 5% of PubCo Ordinary Shares immediately following the Business Combination;

• each of Pacifico’s current executive officers and directors;

• each person who will become an executive officer or a director of the Combined Company upon consummation of the Business Combination;

• all of Pacifico’s current executive officers and directors as a group; and

• all of the Combined Company’s executive officers and directors as a group after the consummation of the Business Combination.

Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within 60 days. In computing the number of shares beneficially owned by a person or entity and the percentage ownership of that person or entity in the table below, all shares subject to options and restricted stock units held by such person or entity were deemed outstanding if such securities are currently exercisable, or exercisable or would vest based on service-based vesting conditions within 60 days of [•], 2022, assuming that the liquidity-event vesting conditions had been satisfied as of such date. These shares were not deemed outstanding, however, for the purpose of computing the percentage ownership of any other person or entity.

The beneficial ownership of Pacifico Common Stock pre-Business Combination is based on [•] shares of Pacifico Common Stock (of which [•] are Public Shares and [•] are shares held by the Initial Stockholders) issued and outstanding as of [•], 2022 (pre-Business Combination).

The expected beneficial ownership of PubCo Ordinary Shares post-Business Combination, assuming none of Pacifico’s public shares are redeemed, has been determined based upon the following assumptions: (i) that none of Pacifico’s public stockholders have exercised their redemption rights to receive cash from the Trust Account in exchange for their shares of Pacifico Common Stock and Pacifico has not issued any additional shares of Pacifico Common Stock; and (ii) that [•] PubCo Ordinary Shares are issued in accordance with the terms of the Business Combination Agreement (excluding the Earnout Shares). Based on the foregoing assumptions, in the event that none of Pacifico’s public shares are redeemed, there will be [•] shares of Combined Company Stock issued an outstanding at the Closing.

The expected beneficial ownership of PubCo Ordinary Shares post-Business Combination assuming the maximum number of Public Shares have been redeemed has been determined based on the following assumptions: (i) that holders of [•] Public Shares have exercised their redemption rights (maximum redemption scenario and (ii) that [•] PubCo Ordinary Shares are issued in accordance with the terms of the Merger Agreement (excluding the Earnout Shares). Based on the foregoing assumptions, in the event that the maximum number of shares are redeemed, there will be [•] PubCo Ordinary Shares issued and outstanding at the Closing.

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|  |  |  | After Business Combination
|  | Prior to Business Combination |  | Assuming No Redemptions |  | Assuming Maximum Redemptions
Name and Address of Beneficial Owners(1) |  | Number of Shares |  | % |  | Number of Shares |  | % |  | Number of Shares |  | %
Directors and officers Prior to the Business Combination: |  |  |  |  |  |  |  |  |  |  |  |  |
Pacifico Capital LLC(2) |  | 1,652,500 |  | 97.9 | % |  |  |  |  |  |  |  |
Edward Cong Wang(3) |  | 1,662,500 |  | 98.5 | % |  |  |  |  |  |  |  |
Yi Zhong |  | 5,000 |  | * |  |  |  |  |  |  |  |  |
Raymond J. Gibbs |  | 10,000 |  | * |  |  |  |  |  |  |  |  |
Shiyun Shao |  | 5,000 |  | * |  |  |  |  |  |  |  |  |
Tang Yue |  | 5,000 |  | * |  |  |  |  |  |  |  |  |
All directors and officers prior to the Business Combination (five persons) |  | 1,687,500 |  | 100 | % |  |  |  |  |  |  |  |
Directors and officers after the Business Combination: |  |  |  |  |  |  |  |  |  |  |  |  |
Guohua Zhang |  | 37,985 |  | 76 | % |  |  |  |  |  |  |  |
Dong Zhang |  | 5,000 |  | 10 | % |  |  |  |  |  |  |  |
Edward Cong Wang(3) |  | 1,662,500 |  | [ ] | % |  |  |  |  |  |  |  |
[ ] |  | — |  | — |  |  |  |  |  |  |  |  |
Alan Rozen |  | — |  | — |  |  |  |  |  |  |  |  |
[ ] |  | — |  | — |  |  |  |  |  |  |  |  |
Sai Wang |  | 1,500 |  | 3 | % |  |  |  |  |  |  |  |
Xiaohui Wang |  | — |  | — |  |  |  |  |  |  |  |  |
Lisha Ao |  | 1,000 |  | 2 | % |  |  |  |  |  |  |  |
Zi Xia |  | — |  | — |  |  |  |  |  |  |  |  |
All directors and officers after the Business Combination as a group ([•] persons) |  | [ ] |  | [ ] | % |  |  |  |  |  |  |  |
Five Percent Holders: Guohua Zhang, Dong Zhang |  |  |  |  |  |  |  |  |  |  |  |  |

____________

* Less than 1%.

(1) Unless otherwise indicated, the business address of each of the individuals is c/o Pacifico Capital LLC, 521 Fifth Avenue 17th Floor, New York, NY 10175.

(2) Pacifico Capital LLC, Pacifico’s sponsor, is controlled by Mr. Edward Cong Wang, Pacifico’s Chief Executive Officer and Chairman of Pacifico’s board.

(3) Includes 1,652,500 shares held through Pacifico Capital LLC and 10,000 shares held directly.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Certain Transactions of Pacifico

In April 2021, Pacifico sold an aggregate of 1,437,500 shares of Pacifico Common Stock for $25,000, or approximately $0.02 per share, to Pacifico’s insiders.

Pacifico’s sponsor, Pacifico Capital LLC, and Chardan purchased an aggregate of 281,250 private units at a price of $10.00 per unit ($2,812,500 in the aggregate). These purchases of the private units took place in a private placement that occurred simultaneously with the closing of the IPO. In addition, Pacifico Capital LLC and Chardan purchased from Pacifico an additional 26,250 private units in a private placement that occurred simultaneously with the exercise of the over-allotment option related to Pacifico’s IPO. The private units are identical to the units sold in the IPO so long as they continue to be held by Pacifico Capital LLC, Chardan or their permitted transferees. Furthermore, the holders agreed (A) to vote their private shares and any public shares acquired in or after the IPO in favor of any proposed business combination, (B) not to propose, or vote in favor of, an amendment to Pacifico’s certificate of incorporation that would affect the substance or timing of Pacifico’s obligation to redeem 100% of Pacifico’s public shares if Pacifico does not complete Pacifico’s initial business combination within 12 months from the closing of this offering (or 15 or 18 months, as applicable), unless Pacifico provides its public stockholders with the opportunity to redeem their shares of Pacifico Common Stock upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to Pacifico to pay Pacifico’s franchise and income taxes, divided by the number of then outstanding public shares, (C) not to redeem any shares (including the private shares) to receive cash from the trust account in connection with a stockholder vote to approve Pacifico’s proposed initial business combination (or sell any shares they hold to Pacifico in a tender offer in connection with a proposed initial business combination) or a vote to amend the provisions of Pacifico’s certificate of incorporation relating to the substance or timing of Pacifico’s obligation to redeem 100% of Pacifico’s public shares if Pacifico does not complete Pacifico’s initial business combination within 12 months from the closing of this offering (or 15 or 18 months, as applicable), and (D) that the private shares shall not be entitled to be redeemed for a pro rata portion of the funds held in the trust account if a business combination is not consummated. Additionally, Pacifico’s insiders and Chardan (and/or their designees) have agreed not to transfer, assign or sell any of the private units or underlying securities (except to transferees that agree to the same terms and restrictions agreed to by the insiders) until the completion of Pacifico’s initial business combination.

In order to meet Pacifico’s working capital needs following the consummation of the IPO, Pacifico’s insiders, officers, and directors 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. Each loan would be evidenced by a promissory note. The notes would either be paid upon consummation of Pacifico’s initial business combination, without interest, or, at the lender’s discretion, up to $600,000 of the notes may be converted upon consummation of Pacifico’s business combination into private units at a price of $10.00 per unit (which, for example, would result in the holders being issued units to acquire 66,000 shares of Pacifico Common Stock (which includes 6,000 shares of Pacifico Common Stock issuable upon exercise of rights) if $600,000 of the notes were so converted). Pacifico’s stockholders have approved the issuance of the private units upon conversion of such notes, to the extent the holder wishes to so convert such notes at the time of the consummation of Pacifico’s initial business combination. If Pacifico does not complete a business combination, any outstanding loans from Pacifico’s insiders, officers and directors or their affiliates, will be repaid only from amounts remaining outside Pacifico’s trust account, if any.

The holders of Pacifico’s insider shares, as well as the holders of the private units (and underlying securities) and any shares Pacifico’s insiders, officers, directors, or their affiliates may be issued in payment of working capital loans made to us, will be entitled to registration rights pursuant to the Amended and Restated Registration Rights Agreement to be entered into upon the Closing. The holders of a majority of these securities are entitled to make up to two demands that Pacifico register such securities. The holders of the majority of the insider shares can elect to exercise these registration rights at any time commencing three months prior to the date on which these shares are to be released from escrow. The holders of a majority of the private units or shares issued in payment of working capital loans made to Pacifico can elect to exercise these registration rights at any time after Pacifico consummates a business combination. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to Pacifico’s consummation of Pacifico’s initial business combination. Pacifico will bear the expenses incurred in connection with the filing of any such registration statements.

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No compensation or fees of any kind, including finder’s fees, consulting fees, or other similar compensation, will be paid to Pacifico’s insiders or any of the members of Pacifico’s management team, for services rendered to Pacifico prior to, or in connection with the consummation of Pacifico’s initial business combination (regardless of the type of transaction that it is). However, such individuals will receive reimbursement for any out-of-pocket expenses incurred by them in connection with activities on Pacifico’s behalf, such as identifying potential target businesses, performing business due diligence on suitable target businesses and business combinations as well as traveling to and from the offices, plants or similar locations of prospective target businesses to examine their operations. There is no limit on the amount of out-of-pocket expenses reimbursable by us; provided, however, that to the extent such expenses exceed the available proceeds not deposited in the trust account and the interest income earned on the amounts held in the trust account, such expenses would not be reimbursed by Pacifico unless Pacifico consummates an initial business combination.

All ongoing and future transactions between Pacifico and any of Pacifico’s officers and directors or their respective affiliates will be on terms believed by Pacifico to be no less favorable to Pacifico than are available from unaffiliated third parties. Such transactions will require prior approval by Pacifico’s audit committee and a majority of Pacifico’s uninterested independent directors, in either case who had access, at Pacifico’s expense, to Pacifico’s attorneys or independent legal counsel. Pacifico will not enter into any such transaction unless Pacifico’s audit committee and a majority of Pacifico’s disinterested independent directors determine that the terms of such transaction are no less favorable to Pacifico than those that would be available to Pacifico with respect to such a transaction from unaffiliated third parties.

Certain Transactions of Caravelle

Related Party Transactions

The related party balances as of October 31, 2021 and 2020 and transactions for the years ended October 31, 2021 and 2020 are identified as follows:

(a) Due from related parties

Due from related parties consisted of the following:

|  | October 31, 2021 |  | October 31, 2020
Shanghai Weisheng International Logistics Co., Ltd(1) |  | $ | — |  | $ | 103,013
Keen Best Shipping Co., Limited(2) |  |  | — |  |  | 10,000
Welly Focus Shipping Co. Limited(2) |  |  | 10,000 |  |  | 10,000
Top Wisdom Shipping Management Co. Limited(3) |  |  | 6,246 |  |  | —
Total |  | $ | 16,246 |  | $ | 123,013

____________

(1) The balances mainly represented accounts receivables from Shanghai Weisheng International Logistics Co., Ltd. The balance was fully collected in fiscal year 2021.

(2) The balances mainly represented non-interest bearing loans to related parties and due on demand. As of October 31, 2021, the balance of Keen Best Shipping Co., Limited was fully collected.

(3) The balances mainly represented accounts receivables from Top Wisdom Shipping Management Co. Limited. The balance was collected subsequently.

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(b) Due to related parties

Due to related parties consisted of the following:

|  | October 31, 2021 |  | October 31, 2020
Topsheen Shipping Limited(1) |  | $ | 3,040,099 |  | $ | 2,125,172
Shanghai Weisheng International Logistics Co., Ltd. |  |  | 11,160 |  |  | —
Keen Best Shipping Co., Limited(2) |  |  | 317,848 |  |  | —
Mr. Dong Zhang(1) |  |  | 799,000 |  |  | 749,000
Mr. Shoucheng Lei(1) |  |  | 1,546,000 |  |  | 1,596,000
Mr.Qing Xu(1) |  |  | 752,000 |  |  | 752,000
Deyun Shipping Group Co., Ltd.(1) |  |  | 12,739 |  |  | 12,739
Beijing Hanpu Technology Co., Ltd.(3) |  |  | 56,759 |  |  | —
Mr. Guohua Zhang(1) |  |  | 388,619 |  |  | —
Total |  |  | 6,924,224 |  |  | 5,234,911

____________

(1) The balances represented working capital loan from related parties. As of October 31, 2021 and 2020, Topsheen Shipping Limited paid salaries of $3,040,099 and $2,112,717 for Caravelle, respectively. As of October 31, 2021, Mr. Guohua Zhang paid salaries on behalf of Caravelle of $388,619. The loans are non-interest bearing and due on demand. Caravelle repaid Mr. Shoucheng Lei $230,000 subsequently.

(2) On October 19, 2021, Keen Best Shipping Co., Ltd, a non-controlling shareholder, transferred 400,000 shares of Topsheen Bulk to Topsheen Shipping for consideration of $327,848. The unpaid balance of $317,848 as of October 31, 2021 was fully settled subsequently.

(3) The Group purchased some fixed assets from Beijing Hanpu Technology Co., Ltd. The balance represents unpaid balance.

(c) Services provided by related parties*

|  | For the year ended October 31, 2021 |  | For the year ended October 31, 2020
Topsheen Shipping Limited |  | $ | 46,757,016 |  | $ | 28,308,612
Max Bright Marine Service Co. Ltd |  |  | 1,961,665 |  |  | 3,011,397
Nanjing Derun Shipping Co., Ltd |  |  | 31,325 |  |  | 171,013
Top Legend Shipping Co. Limited |  |  | 1,647,921 |  |  | 4,679,148
Total |  | $ | 50,397,927 |  | $ | 36,170,170

____________

* The Group generally leased vessels or incurred the related freight costs with the above related parties.

(d) Services provided to related parties**

|  | For the year ended October 31, 2021 |  | For the year ended October 31, 2020
Shanghai Weisheng International Logistics Co., Ltd |  | $ | 1,065,779 |  | $ | 737,798

____________

** The Group generally provided transportation service to the above related party.

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(e) Loan secure provided by related parties

Mr. Dong Zhang, Director of the Group, provided guarantee for the repayment of the Group’s long-term loans.

Below is a table showing the nature of the relationship of the foregoing entities to Caravelle:

Name of Related Party |  | Relationship to the Group
Topsheen Shipping Limited |  | Controlled by Mr. Dong Zhang
Shanghai Weisheng International Logistics Co., Ltd |  | Controlled by Mr. Shoucheng Lei
Keen Best Shipping Co., Limited |  | Controlled by Mr. Dong Zhang
Nanjing Derun Shipping Co., Ltd. |  | Controlled by Mr. Dong Zhang
Welly Focus Shipping Co. Limited |  | Controlled by Mr. Dong Zhang
Top Wisdom Shipping Management Co. Limited |  | Controlled by Mr. Dong Zhang
Mr. Shoucheng Lei |  | Director of the Group
Mr. Guohua Zhang |  | Chief Executive Officer and Chairman of the Board
Mr. Dong Zhang |  | Director of the Group
Mr. Qing Xu |  | General manager of Topsheen Shipping
Deyun Shipping Group Co., Ltd. |  | Controlled by Mr. Dong Zhang
Beijing Hanpu Technology Co., Ltd. |  | Controlled by Mr. Guohua Zhang
Max Bright Marine Service Co. Ltd. |  | Controlled by Mr. Dong Zhang
Top Legend Shipping Co. Limited |  | Controlled by Mr. Dong Zhang

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SHARES ELIGIBLE FOR FUTURE SALE

Upon the Closing, the Combined Company will have 500,000,000 PubCo Ordinary Shares authorized and up to [_______] PubCo Ordinary Shares issued and outstanding, assuming no shares of Common Stock are redeemed in connection with the Business Combination. All of the PubCo Ordinary Shares issued in connection with the Business Combination will be freely transferable by persons other than by Pacifico’s “affiliates” without restriction or further registration under the Securities Act. Sales of substantial amounts of the PubCo Ordinary Shares in the public market could adversely affect prevailing market prices of the PubCo Ordinary Shares. PubCo has applied for listing of the PubCo Ordinary Shares on Nasdaq, but PubCo cannot assure you that the listing application will be approved.

Lock-ups

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”).

Rule 144

All of the PubCo Ordinary Shares that will be outstanding upon the completion of the Business Combination, other than those PubCo Ordinary Shares registered pursuant to the Registration Statement on Form F-4 of which this proxy statement/prospectus forms a part, will be “restricted securities” as that term is defined in Rule 144 under the Securities Act and may be sold publicly in the United States only if they are subject to an effective registration statement under the Securities Act or pursuant to an exemption from the registration requirement such as those provided by Rule 144 and Rule 701 promulgated under the Securities Act. In general, beginning 90 days after the date of this proxy statement/prospectus, a person (or persons whose shares are aggregated) who, at the time of a sale, is not, and has not been during the three months preceding the sale, an affiliate of PubCo and has beneficially owned the Combined Company’s restricted securities for at least six months will be entitled to sell the restricted securities without registration under the Securities Act, subject only to the availability of current public information about the Combined Company. Persons who are affiliates of the Combined Company and have beneficially owned the Combined Company’s restricted securities for at least six months may sell a number of restricted securities within any three-month period that does not exceed the greater of the following:

• 1% of the then outstanding equity shares of the same class which, immediately after the Business Combination and assuming no redemptions of public shares for cash, will equal [_____] PubCo Ordinary Shares, including [_______] PubCo Ordinary Shares that will be subject to certain lock-up arrangements; or

• the average weekly trading volume of the PubCo Ordinary Shares during the four calendar weeks preceding the date on which notice of the sale is filed with the SEC.

Sales by affiliates of PubCo under Rule 144 are also subject to certain requirements relating to manner of sale, notice and the availability of current public information about PubCo.

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Restrictions on the Use of Rule 144 by Shell Companies or Former Shell Companies

Rule 144 is not available for the resale of securities initially issued by shell companies (other than business combination related shell companies) or issuers that have been at any time previously a shell company. However, Rule 144 also includes an important exception to this prohibition if the following conditions are met:

• the issuer of the securities that was formerly a shell company has ceased to be a shell company;

• the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act;

• the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and

• at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company.

As of the date of this proxy statement/prospectus, Pacifico had 7,495,000 shares of Pacifico Common Stock outstanding. Of these shares, [_______] shares sold in Pacifico’s IPO are freely tradable without restriction or further registration under the Securities Act, except for any shares purchased by one of Pacifico’s affiliates within the meaning of Rule 144 under the Securities Act. All of the 1,687,500 shares of Pacifico Common Stock held by Pacifico’s Initial Stockholders are restricted securities under Rule 144, in that they were issued in private transactions not involving a public offering.

Registration Rights

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.

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DESCRIPTION OF PACIFICO’S SECURITIES

General

The following description summarizes all of the material terms of Pacifico’s securities. Because it is only a summary, it may not contain all the information that is important to you. For a complete description you should refer to Pacifico’s amended and restated certificate of incorporation and bylaws, which are filed as exhibits to the registration statement that Pacifico filed in connection with Pacifico’s IPO.

Units

Each Public Unit consists of one share of Pacifico Common Stock and one Pacifico Right. Each Pacifico Right entitles the holder thereof to receive one-tenth (1/10) of a share of Pacifico Common Stock upon consummation of Pacifico’s initial business combination. Pacifico will not issue fractional shares in connection with an exchange of rights. As a result, you must hold rights in multiples of 10 in order to receive shares for all of your rights upon closing of a business combination.

The Pacifico Common Stock and Pacifico Rights comprising the Public Units began separate trading on September 14, 2021. Holders have the option to continue to hold units or separate their units into the component pieces. Holders will need to have their brokers contact Pacifico’s transfer agent in order to separate the units into shares of common stock and rights.

Private Units

The Private Units are identical to the Public Units sold in the IPO except that (a) the Private Units and their component securities will not be transferable, assignable or salable until after the completion of Pacifico’s initial business combination except to permitted transferees, and (b) with respect to the Private Units held by Chardan, for so long as they are held by the underwriters, will not be exercisable more than five years from the effective date of the registration statement that Pacifico fled in connection with Pacifico’s IPO in accordance with FINRA Rule 5110(g)(8)(A).

Common Stock

Holders of record of Pacifico Common Stock are entitled to one vote for each share held on all matters to be voted on by stockholders. In connection with any vote held to approve Pacifico’s initial business combination, Pacifico’s insiders, officers and directors, have agreed to vote their respective shares of common stock owned by them immediately prior to our IPO, including both the insider shares and the private shares, and any shares acquired in the IPO or following the IPO in the open market, in favor of the proposed business combination.

Pacifico will consummate its initial business combination only if public stockholders do not exercise conversion rights in an amount that would cause Pacifico’s net tangible assets to be less than $5,000,001 and, assuming a quorum is present at the meeting, the affirmative vote of a majority of the shares of Common Stock present in person or represented by proxy and entitled to vote at the meeting are voted in favor of the business combination.

Pacifico’s board of directors is divided into three classes, each of which will generally serve for a term of three years with only one class of directors being elected in each year. There is no cumulative voting with respect to the election of directors, with the result that the holders of more than 50% of the shares eligible to vote for the election of directors can elect all of the directors.

Pursuant to Pacifico’s amended and restated certificate of incorporation, if Pacifico does not consummate Pacifico’s initial business combination within 12 months (or up to 18 months if Pacifico’s time to complete a business combination is extended as described herein) from the closing of the IPO, Pacifico will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding public shares for a pro rata portion of the funds held in the trust account, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of Pacifico’s remaining stockholders

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and Pacifico’s board of directors, dissolve and liquidate, subject (in the case of (ii) and (iii) above) to Pacifico’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. Pacifico’s insiders have agreed to waive their rights to share in any distribution with respect to their insider shares and private shares.

Pacifico’s stockholders have no conversion, preemptive or other subscription rights and there are no sinking fund or redemption provisions applicable to the shares of common stock, except that public stockholders have the right to have their shares of common stock converted to cash equal to their pro rata share of the trust account if the Business Combination is completed. If Pacifico holds a stockholder vote to amend any provisions of Pacifico’s certificate of incorporation relating to stockholder’s rights or pre-business combination activity (including the substance or timing within which Pacifico has to complete a business combination), Pacifico will provide Pacifico’s public stockholders with the opportunity to redeem their shares of common stock upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to Pacifico to pay Pacifico’s franchise and income taxes, divided by the number of then outstanding public shares, in connection with any such vote. In either of such events, converting stockholders would be paid their pro rata portion of the trust account promptly following consummation of the business combination or the approval of the amendment to the certificate of incorporation. If the business combination is not consummated or the amendment is not approved, stockholders will not be paid such amounts

Preferred Stock

There are no shares of preferred stock outstanding. Pacifico’s certificate of incorporation provides that shares of preferred stock may be issued from time to time in one or more series. Pacifico’s board of directors is empowered, without stockholder approval, to issue preferred stock with dividend, liquidation, conversion, voting or other rights which could adversely affect the voting power or other rights of the holders of common stock. However, the underwriting agreement that Pacifico entered into in connection with Pacifico’s IPO prohibits us, prior to a business combination, from issuing preferred stock which participates in any manner in the proceeds of the trust account, or which votes as a class with the common stock on Pacifico’s initial business combination. Pacifico may issue some or all of the preferred stock to effect Pacifico’s initial business combination. In addition, the preferred stock could be utilized as a method of discouraging, delaying or preventing a change in control of us. Although Pacifico does not currently intend to issue any shares of preferred stock, Pacifico reserves the right to do so in the future.

Rights included as part of Units

Except in cases where Pacifico is not the surviving company in a business combination, each holder of a right will automatically receive one-tenth (1/10) of a share of common stock upon consummation of Pacifico’s initial business combination, even if the holder of a public right converted all shares of common stock held by him, her or it in connection with the initial business combination or an amendment to Pacifico’s certificate of incorporation with respect to Pacifico’s pre-business combination activities. In the event Pacifico will not be the surviving company upon completion of Pacifico’s initial business combination, each holder of a right will be required to affirmatively convert his, her or its rights in order to receive the one-tenth (1/10) of a share underlying each right upon consummation of the business combination. No additional consideration will be required to be paid by a holder of rights in order to receive his, her or its additional shares of common stock upon consummation of an initial business combination. The shares issuable upon exchange of the rights will be freely tradable (except to the extent held by affiliates of Pacifico’s). If Pacifico enters into a definitive agreement for a business combination in which Pacifico will not be the surviving entity, the definitive agreement will provide for the holders of rights to receive the same per share consideration the holders of the common stock will receive in the transaction on an as-converted into common stock basis.

The rights are issued in registered form under a rights agreement between AST, as rights agent, and us. The rights agreement provides that the terms of the rights may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, but requires the approval, by written consent or vote, of the holders of a majority of the then outstanding rights in order to make any change that adversely affects the interests of the registered holders.

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Pacifico will not issue fractional shares in connection with an exchange of rights. Fractional shares will either be rounded down to the nearest whole share or otherwise addressed in accordance with the applicable provisions of Delaware law. As a result, you must hold rights in multiples of 20 in order to receive shares for all of your rights upon closing of a business combination. If Pacifico is unable to complete an initial business combination within the required time period and Pacifico liquidates the funds held in the trust account, holders of rights will not receive any of such funds with respect to their rights, nor will they receive any distribution from Pacifico’s assets held outside of the trust account with respect to such rights, and the rights will expire worthless. Further, there are no contractual penalties for failure to deliver securities to the holders of the rights upon consummation of an initial business combination. Additionally, in no event will Pacifico be required to net cash settle the rights. Accordingly, the rights may expire worthless.

Pacifico has agreed that, subject to applicable law, any action, proceeding or claim against Pacifico arising out of or relating in any way to the rights agreement, including under the Securities Act, will be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and Pacifico irrevocably submits to such jurisdiction, which jurisdiction will be the exclusive forum for any such action, proceeding or claim. This provision applies to claims under the Securities Act but does not apply to claims under the Exchange Act or any claim for which the federal district courts of the United States of America are the sole and exclusive forum. Pacifico notes, however, that there is uncertainty as to whether a court would enforce these provisions and that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. Section 22 of the Securities Act creates concurrent jurisdiction for state and federal courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder.

Dividends

Pacifico has not paid any cash dividends on Pacifico Common Stock to date and do not intend to pay cash dividends prior to the completion of a business combination. The payment of cash dividends in the future will be dependent upon Pacifico’s revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of a business combination. The payment of any cash dividends subsequent to a business combination will be within the discretion of Pacifico’s board of directors at such time. In addition, Pacifico’s board of directors is not currently contemplating and does not anticipate declaring any stock dividends in the foreseeable future, except if Pacifico increases the size of the offering pursuant to Rule 462(b) under the Securities Act, in which case Pacifico will effect a stock dividend immediately prior to the consummation of the offering in such amount as to maintain the number of insider shares at 20.0% of Pacifico’s issued and outstanding shares of Pacifico Common Stock upon the consummation of the IPO. Further, if Pacifico incurs any indebtedness, Pacifico’s ability to declare dividends may be limited by restrictive covenants Pacifico may agree to in connection therewith.

Pacifico’s Transfer Agent and Rights Agent

The transfer agent for Pacifico Common Stock and rights agent for Pacifico’s rights is American Stock Transfer & Trust Company, 6201 15th Ave., Brooklyn, NY 11219.

Certain Anti-Takeover Provisions of Delaware Law and Pacifico’s Certificate of Incorporation and By-Laws

Pacifico is subject to the provisions of Section 203 of Delaware General Corporation Law, or the DGCL, regulating corporate takeovers. This statute prevents certain Delaware corporations, under certain circumstances, from engaging in a “business combination” with:

• a stockholder who owns 10% or more of Pacifico’s outstanding voting stock (otherwise known as an “interested stockholder”);

• an affiliate of an interested stockholder; or

• an associate of an interested stockholder, for three years following the date that the stockholder became an interested stockholder.

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A “business combination” includes a merger or sale of more than 10% of Pacifico’s assets. However, the above provisions of Section 203 do not apply if:

• Pacifico’s board of directors approves the transaction that made the stockholder an “interested stockholder,” prior to the date of the transaction;

• after the completion of the transaction that resulted in the stockholder becoming an interested stockholder, that stockholder owned at least 85% of Pacifico’s voting stock outstanding at the time the transaction commenced, other than statutorily excluded shares of common stock; or

• on or subsequent to the date of the transaction, the business combination is approved by Pacifico’s board of directors and authorized at a meeting of Pacifico’s stockholders, and not by written consent, by an affirmative vote of at least two-thirds of the outstanding voting stock not owned by the interested stockholder.

Special meeting of stockholders

Pacifico’s bylaws provide that special meetings of Pacifico’s stockholders may be called only by resolution of the board of directors, or by the Chairman or the Chief Executive Officer.

Advance notice requirements for stockholder proposals and director nominations

Pacifico’s bylaws provide that stockholders seeking to bring business before our annual meeting of stockholders, or to nominate candidates for election as directors at our annual meeting of stockholders must provide timely notice of their intent in writing. To be timely, a stockholder’s notice will need to be delivered to Pacifico’s principal executive offices not later than the close of business on the 90th day nor earlier than the opening of business on the 120th day prior to the scheduled date of the annual meeting of stockholders. Pacifico’s bylaws also specify certain requirements as to the form and content of a stockholders’ meeting. These provisions may preclude Pacifico’s stockholders from bringing matters before Pacifico’s annual meeting of stockholders or from making nominations for directors at Pacifico’s annual meeting of stockholders.

Exclusive forum for certain lawsuits

Pacifico’s amended and restated certificate of incorporation provides that, unless Pacifico consents in writing to the selection of an alternative forum, the Court of Chancery shall, to the fullest extent permitted by law, be the sole and exclusive forum for any (1) derivative action or proceeding brought on behalf of Pacifico, (2) action asserting a claim of breach of a fiduciary duty owed by any director, officer, employee or agent of Pacifico to Pacifico or its stockholders, or any claim for aiding and abetting any such alleged breach, (3) action asserting a claim against Pacifico or any director or officer of Pacifico arising pursuant to any provision of the DGCL or Pacifico’s amended and restated certificate of incorporation or Pacifico’s bylaws, or (4) action asserting a claim against Pacifico or any director or officer of Pacifico governed by the internal affairs doctrine except for, as to each of (1) through (4) above, any claim (A) as to which the Court of Chancery determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination), (B) which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery, or (C) arising under the federal securities laws, including the Securities Act as to which the Court of Chancery and the federal district court for the District of Delaware shall concurrently be the sole and exclusive forums. Notwithstanding the foregoing, the inclusion of such provision in Pacifico’s amended and restated certificate of incorporation will not be deemed to be a waiver by Pacifico’s stockholders of Pacifico’s obligation to comply with federal securities laws, rules and regulations, and the provisions of this paragraph will not apply to suits brought to enforce any liability or duty created by the Exchange Act, or any other claim for which the federal district courts of the United States of America shall be the sole and exclusive forum. Although Pacifico believes this provision benefits Pacifico by providing increased consistency in the application of Delaware law in the types of lawsuits to which it applies, the provision may have the effect of discouraging lawsuits against Pacifico’s directors and officers. Furthermore, the enforceability of choice of forum provisions in other companies’ certificates of incorporation has been challenged in legal proceedings, and it is possible that a court could find these types of provisions to be inapplicable or unenforceable.

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DESCRIPTION OF PUBCO’S SECURITIES

PubCo is an exempted company incorporated in the Cayman Islands and its affairs are governed by the memorandum and articles of association, as amended and restated from time to time, and Companies Act (As Revised) of the Cayman Islands, which is referred to as the “Companies Act” below, and the common law of the Cayman Islands.

PubCo currently has only one class of issued ordinary shares, which have identical rights in all respects and rank equally with one another. The share capital of the PubCo is $50,000 divided into 500,000,000 shares of a par value of $0.0001 each.

PubCo Ordinary Shares

The following includes a summary of the terms of PubCo Ordinary Shares, based on its Amended and Restated Memorandum and Articles of Association and Cayman Islands law. Immediately prior to the consummation of the Business Combination, PubCo shall amend its memorandum and articles of association, which amendment is referred to herein as the “Amended and Restated Memorandum and Articles of Association.” According to the Amended and Restated Memorandum and Articles of Association, the authorized share capital of PubCo is $50,000 divided into 500,000,000 ordinary shares of par value of $0.0001 each.

General. Immediately prior to the consummation of the Business Combination, PubCo’s authorized share capital is US$50,000 divided into 500,000,000 ordinary shares of par value of $0.0001 each. All of PubCo’s issued and outstanding ordinary shares are fully paid and non-assessable. Certificates representing the ordinary shares are issued in registered form. PubCo may not issue shares to bearer. PubCo’s shareholders who are non-residents of the Cayman Islands may freely hold and transfer their ordinary shares.

Dividends. The holders of PubCo’s ordinary shares are entitled to such dividends as may be declared by its Board of Directors subject to its Amended and Restated Memorandum and Articles of Association and the Companies Act. PubCo’s Amended and Restated Memorandum and Articles of Association provide that dividends may be declared and paid out of PubCo’s profits, realized or unrealized. Dividends may also be declared and paid out of share premium account or any other fund or account which can be authorized for this purpose in accordance with the Companies Act. No dividend may be declared and paid unless PubCo’s directors determine that, immediately after the payment, PubCo will be able to pay its debts as they fall due in the ordinary course of business and PubCo has funds lawfully available for such purpose.

Voting Rights. In respect of all matters subject to a shareholders’ vote, each PubCo ordinary share is entitled to one vote. Voting at any meeting of shareholders is by poll and not on a show of hands.

A quorum required for a meeting of shareholders consists of two or more shareholders holding not less than one-half of all votes attaching to the issued and outstanding shares entitled to vote at general meetings present in person or by proxy or, if a corporation or other non-natural person, by its duly authorized representative. As a Cayman Islands exempted company, PubCo is not obliged by the Companies Act to call shareholders’ annual general meetings. PubCo’s Amended and Restated Memorandum and Articles of Association provide that PubCo may (but are not obliged to) in each year hold a general meeting as its annual general meeting in which case PubCo will specify the meeting as such in the notices calling it, and the annual general meeting will be held at such time and place as may be determined by its directors. PubCo, however, will hold an annual shareholders’ meeting during each fiscal year, as required by the Listing Rules at the Nasdaq. Each general meeting, other than an annual general meeting, shall be an extraordinary general meeting. Shareholders’ annual general meetings and any other general meetings of PubCo’s shareholders may be called by a majority of its Board of Directors or its chairman or, in the case of an extraordinary general meeting only, upon a requisition of shareholders holding at the date of deposit of the requisition not less than one-third of the votes attaching to the issued and outstanding shares entitled to vote at general meetings, in which case the directors are obliged to call such meeting and to put the resolutions so requisitioned to a vote at such meeting; however, PubCo’s Amended and Restated Memorandum and Articles of Association do not provide its shareholders with any right to put any proposals before any annual general meetings or any extraordinary general meetings not called by such shareholders. Advance notice of at least fifteen (15) days is required for the convening of PubCo’s annual general meeting and other general meetings unless such notice is waived in accordance with its articles of association.

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An ordinary resolution to be passed at a meeting by the shareholders requires the affirmative vote of a simple majority of the votes attaching to the ordinary shares cast by those shareholders entitled to vote who are present in person or by proxy at a general meeting, while a special resolution also requires the affirmative vote of no less than two-thirds of the votes attaching to the ordinary shares cast by those shareholders entitled to vote who are present in person or by proxy at a general meeting. A special resolution will be required for important matters such as a change of name or making changes to PubCo’s Amended and Restated Memorandum and Articles of Association.

Transfer of Ordinary Shares. Subject to the restrictions in PubCo’s Amended and Restated Memorandum and Articles of Association as set out below, any of PubCo’s shareholders may transfer all or any of his or her ordinary shares by an instrument of transfer in the usual or common form or any other form approved by PubCo Board.

PubCo Board may, in its absolute discretion, decline to register any transfer of any ordinary share which is not fully paid up or on which PubCo has a lien. PubCo Board may also decline to register any transfer of any ordinary share unless:

• the instrument of transfer is lodged with PubCo, accompanied by the certificate for the ordinary shares to which it relates and such other evidence as PubCo Board may reasonably require to show the right of the transferor to make the transfer;

• the instrument of transfer is in respect of only one class of shares;

• the instrument of transfer is properly stamped, if required;

• in the case of a transfer to joint holders, the number of joint holders to whom the ordinary share is to be transferred does not exceed four; and

• a fee of such maximum sum as Nasdaq may determine to be payable or such lesser sum as PubCo’s directors may from time to time require is paid to PubCo in respect thereof.

If PubCo’s directors refuse to register a transfer they shall, within two months after the date on which the instrument of transfer was lodged, send to each of the transferor and the transferee notice of such refusal.

The registration of transfers may, after compliance with any notice required by Nasdaq, be suspended and the register of members closed at such times and for such periods as PubCo Board may from time to time determine, provided, however, that the registration of transfers shall not be suspended nor the register of members closed for more than 30 days in any year as PubCo’s board may determine.

Liquidation. On a return of capital on winding up or otherwise (other than on conversion, redemption or purchase of ordinary shares), if the assets available for distribution amongst PubCo’s shareholders shall be more than sufficient to repay the whole of the share capital at the commencement of the winding up, the surplus shall be distributed amongst PubCo’s shareholders in proportion to the par value of the shares held by them at the commencement of the winding up, subject to a deduction from those shares in respect of which there are monies due, of all monies payable to PubCo for unpaid calls or otherwise. If PubCo’s assets available for distribution are insufficient to repay all of the paid-up capital, the assets will be distributed so that the losses are borne by PubCo’s shareholders in proportion to the par value of the shares held by them. Any distribution of assets or capital to a holder of ordinary share will be the same in any liquidation event.

Redemption, Repurchase and Surrender of Ordinary Shares. PubCo may issue shares on terms that such shares are subject to redemption, at PubCo’s option or at the option of the holders thereof, on such terms and in such manner as may be determined, before the issue of such shares, by PubCo Board or by a special resolution of PubCo’s shareholders. PubCo may also repurchase any of its shares provided that the manner and terms of such repurchase have been approved by its Board of Directors or are otherwise authorized by its Amended and Restated Memorandum and Articles of Association. Under the Companies Act, the redemption or repurchase of any share may be paid out of PubCo’s profits or out of the proceeds of a fresh issue of shares made for the purpose of such redemption or repurchase, or out of capital (including share premium account and capital redemption reserve)

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if PubCo can, immediately following such payment, pay its debts as they fall due in the ordinary course of business. In addition, under the Companies Act no such share may be redeemed or repurchased (a) unless it is fully paid up, (b) if such redemption or repurchase would result in there being no shares outstanding, or (c) if the company has commenced liquidation. In addition, PubCo Board may accept the surrender of any fully paid share for no consideration.

Variations of Rights of Shares. If at any time PubCo’s share capital is divided into different classes or series of shares, the rights attached to any class or series of shares (unless otherwise provided by the terms of issue of the shares of that class or series), whether or not PubCo is being wound-up, may be varied with the consent in writing of a majority of the holders of the issued shares of that class or series or with the sanction of an ordinary resolution at a separate meeting of the holders of the shares of that class or series. The rights conferred upon the holders of the shares of any class issued shall not, unless otherwise expressly provided by the terms of issue of the shares of that class, be deemed to be varied by the creation or issue of further shares ranking pari passu with or subsequent to such existing class of shares.

Inspection of Books and Records. Holders of PubCo Ordinary Shares have no general right under Cayman Islands law to inspect or obtain copies of PubCo’s list of shareholders or its corporate records. However, PubCo will provide its shareholders with annual audited financial statements. See “Where You Can Find Additional Information.”

Issuance of Additional Shares. PubCo’s Amended and Restated Memorandum and Articles of Association authorize its Board of Directors to issue additional ordinary shares from time to time as its Board of Directors shall determine, to the extent of available authorized but unissued shares.

PubCo’s Amended and Restated Memorandum and Articles of Association also authorize its Board of Directors to establish and designate from time to time one or more series of preferred shares and to determine, with respect to any series of preferred shares, the terms and rights of that series, including:

• the designation of the series;

• the number of shares of the series;

• the dividend rights, conversion rights, voting rights; and

• the rights and terms of redemption and liquidation preferences.

PubCo Board may issue preferred shares without action by its shareholders to the extent authorized but unissued. Issuance of these shares may dilute the voting power of holders of ordinary shares.

Anti-Takeover Provisions. Some provisions of PubCo’s Amended and Restated Memorandum and Articles of Association may discourage, delay or prevent a change of control of PubCo or management that shareholders may consider favorable, including provisions that authorize PubCo Board to issue preferred shares in one or more series and to designate the price, rights, preferences, privileges and restrictions of such preferred shares without any further vote or action by its shareholders.

Exempted Company. PubCo is an exempted company with limited liability under the Companies Act. The Companies Act distinguishes between ordinary resident companies and exempted companies. Any company that is registered in the Cayman Islands but conducts business mainly outside the Cayman Islands may apply to be registered as an exempted company. The requirements for an exempted company are essentially the same as for an ordinary company except that an exempted company:

• does not have to file an annual return of its shareholders with the Registrar of Companies in the Cayman Islands;

• is not required to open its register of members for inspection;

• does not have to hold an annual general meeting;

• may issue shares with no par value;

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• may obtain an undertaking against the imposition of any future taxation (such undertakings are usually given for 20 years in the first instance);

• may register by way of continuation in another jurisdiction and be deregistered in the Cayman Islands;

• may register as a limited duration company; and

• may register as a segregated portfolio company.

“Limited liability” means that the liability of each shareholder is limited to the amount unpaid by the shareholder on that shareholder’s shares of the company.

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COMPARISON OF SHAREHOLDERS’ RIGHTS

This section describes the material differences between the rights of Pacifico’s stockholders and the proposed rights of PubCo’s shareholders. This summary is not complete and does not cover all of the differences between the Cayman Islands laws and Delaware laws affecting corporations and their shareholders or all the differences between Pacifico’s and PubCo’s organizational documents. The summary is therefore subject to the complete text of the relevant provisions of the Cayman Islands laws and Delaware laws and Pacifico’s and PubCo’s organizational documents. For information on Pacifico’s amended and restated certificate of incorporation see the section titled, “Where You Can Find Additional Information” in this proxy statement/prospectus. For a summary of PubCo’s Amended and Restated Memorandum and Articles of Association, see the section titled “Description of PubCo’s Securities” in this proxy statement/prospectus and see the full text of PubCo’s Amended and Restated Memorandum and Articles of Association attached to this proxy statement/prospectus as Annex B.

Cayman Islands |  | Delaware
Shareholders Meetings
• Held at a time and place as designated in PubCo’s Amended and Restated Articles of Association. PubCo’s Amended and Restated Articles of Association provides that PubCo’s board may designate such time and place. |  | • Held at such time or place as designated in the certificate of incorporation or the by-laws, or if not so designated, as determined by the board of directors
• May be held within or outside the Cayman Islands |  | • May be held within or without Delaware
• Notice: |  | • Notice:
• PubCo’s Amended and Restated Articles of Association provides that a general meeting of PubCo may be called by the chairman or a majority of PubCo’s board or by the holders of at least one-third of all votes attached to all issued shares entitled to vote at general meetings of PubCo. |  | • Whenever shareholders are required to take any action at a meeting, a written notice of the meeting shall be given which shall state the place, if any, date and hour of the meeting, and the means of remote communication, if any.
• A copy of the notice of any meeting shall be given personally or sent by mail or electronic mail as designated in PubCo’s Amended and Restated Articles of Association. |  | • Written notice shall be given not less than 10 nor more than 60 days before the meeting.
• Notice of at least 15 days before the general meeting |  |
Shareholders’ Voting Rights
• PubCo’s Amended and Restated Articles of Association provides that shareholders may take any action requiring an ordinary or special resolution passed at a meeting of shareholders without a meeting if their consent to such ordinary or special resolution is in writing and is signed by all shareholders entitled to vote on such resolution, in accordance with the procedure in PubCo’s Amended and Restated articles of association. |  | • Any action required to be taken by meeting of shareholders may be taken without meeting if consent is in writing and is signed by all the shareholders entitled to vote
• Any person authorized to vote may authorize another person or persons to act for him by proxy if permitted by the Articles of Association. PubCo’s Amended and Restated Articles of Association permit such proxies. |  | • Any person authorized to vote may authorize another person or persons to act for him by proxy.

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Cayman Islands |  | Delaware
• Quorum is as designated in the Articles of Association. Quorum in PubCo’s Amended and Restated Articles of Association is two or more shareholders representing not less than one-half of the votes of the shares entitled to vote on resolutions of shareholders to be considered at the meeting. |  | • For stock corporations, certificate of incorporation or by-laws may specify the number to constitute a quorum but in no event shall a quorum consist of less than one-third of shares entitled to vote at a meeting. In the absence of such specifications, a majority of shares entitled to vote shall constitute a quorum.
• The Memorandum and Articles of Association may provide for cumulative voting in the election of directors. PubCo’s Amended and Restated Articles of Association do not provide for cumulative voting. |  | • The certificate of incorporation may provide for cumulative voting.
• PubCo’s Amended and Restated Articles of Association provides that the rights attached to any class of shares may be varied, modified or abrogated with the consent in writing of the holders of a majority of the issued shares of that class, or with the sanction of an ordinary resolution passed at a general meeting of the holders of the shares of that class. |  |
Directors
• PubCo’s Amended and Restated Articles of Association provides that the number of directors shall not be less than three (3) directors. |  | • Board must consist of at least one member.
• Maximum number of directors can be changed by an amendment to the Amended and Restated Articles of Association. PubCo’s Amended and Restated Articles of Association do not provide for a maximum number. |  | • Number of board members shall be fixed by the by-laws, unless the certificate of incorporation fixes the number of directors, in which case a change in the number shall be made only by amendment of the certificate.
• If the board is authorized to change the number of directors actually appointed, provided that the number still falls within the maximum and the minimum number of directors as set out in the PubCo’s Amended and Restated Articles of Association, it can do so provided that it complies with the procedure set out in the PubCo’s Amended and Restated Articles of Association. PubCo’s Amended and Restated Articles of Association permits our board to appoint additional directors. |  |
Fiduciary Duties
• In summary, directors and officers owe the following fiduciary duties: |  | • Directors and officers must act in good faith, with the care of a prudent person, and in the best interest of the corporation as a whole.
• Duty to act in good faith in what the directors believe to be in the best interests of the company as a whole; |  | • Directors and officers must refrain from self-dealing, usurping corporate opportunities and receiving improper personal benefits.

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Cayman Islands |  | Delaware
• Duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose; |  | • Decisions made by directors and officers on an informed basis, in good faith and in the honest belief that the action was taken in the best interest of the corporation will be protected by the “business judgment rule.”
• Directors should not improperly fetter the exercise of future discretion; |  |
• Duty to exercise powers fairly as between different groups of shareholders; |  |
• Duty not to put himself in a position of conflict between their duty to the company and their personal interests; and |  |
• Duty to exercise independent judgment. |  |
• In addition to the above, directors also owe a duty of care which is not fiduciary in nature. This duty has been defined as a requirement to act as “a reasonably diligent person” having both: |  |
• the general knowledge, skill and experience that may reasonably be expected of a person carrying out the same functions as are carried out by that director in relation to the company, and |  |
• the nature of the company, the nature of the decision and the position of the director and the responsibilities undertaken. |  |
• As set out above, directors have a duty not to put themselves in a position of conflict and this includes a duty not to engage in self-dealing, or to otherwise benefit as a result of his position. However, in some instances a breach of this duty can be forgiven and/or authorized in advance by the shareholders provided that there is full disclosure by the directors. This can be done by way of permission granted in PubCo’s Amended and Restated Articles of Association or alternatively by shareholder approval at general meetings. |  |
Shareholders’ Derivative Actions
• Generally speaking, the company is the proper plaintiff in any action. However, based on English authorities, which would in all likelihood be of persuasive authority and be applied by a court in the Cayman Islands, exceptions to the foregoing principle apply in circumstances in which: |  | • In any derivative suit instituted by a shareholder of a corporation, it shall be averred in the complaint that the plaintiff was a shareholder of the corporation at the time of the transaction of which he complains or that such shareholder’s stock thereafter devolved upon such shareholder by operation of law.
• Those who control the company have refused a request by the shareholders to move the company to bring the action; |  | • Complaint shall set forth with particularity the efforts of the plaintiff to obtain the action by the board or the reasons for not making such effort.

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Cayman Islands |  | Delaware
• Those who control the company have refused to do so for improper reasons such that they are perpetrating a “fraud on the minority” (this is a legal concept and is different to “fraud” in the sense of dishonesty); |  | • Such action shall not be dismissed or compromised without the approval of the Chancery Court.
• a company is acting or proposing to act illegally or beyond the scope of its authority; or |  | • Shareholders of a Delaware corporation that redeemed their shares, or whose shares were canceled in connection with dissolution, would not be able to bring a derivative action against the corporation after the shares have been redeemed or canceled.
• the act complained of, although not beyond the scope of the authority, could only be effected if duly authorized by more than the number of votes which have actually been obtained. |  |
• Once a shareholder has relinquished his, her or its shares (whether by redemption or otherwise), it is generally the case that they could no longer bring a derivative action as they would no longer be a registered shareholder. |  |

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ENFORCEABILITY OF CIVIL LIABILITIES UNDER U.S. SECURITIES LAWS

Cayman Islands

PubCo was incorporated in the Cayman Islands in order to enjoy the following benefits:

• political and economic stability;

• an effective judicial system;

• a favorable tax system;

• the absence of exchange control or currency restrictions; and

• the availability of professional and support services.

However, certain disadvantages accompany incorporation in the Cayman Islands. These disadvantages include, but are not limited to, the following:

• the Cayman Islands has a less developed body of securities laws as compared to the United States and these securities laws provide significantly less protection to investors; and

• Cayman Islands companies may not have standing to sue before the federal courts of the United States.

PubCo’s memorandum and articles of association do not contain provisions requiring that disputes, including those arising under the securities laws of the United States, between PubCo, PubCo’s officers, directors and shareholders, be arbitrated.

Substantially all of PubCo’s operations are conducted outside the United States, and all of PubCo’s assets are located outside the United States. A majority of PubCo’s directors and officers are nationals or residents of jurisdictions other than the United States and a substantial portion of their assets are located outside the United States. As a result, it may be difficult for a shareholder to effect service of process within the United States upon these persons, or to enforce against PubCo or them judgments obtained in United States courts, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States.

PubCo will appoint [•] as its agent upon whom process may be served in any action brought against it under the securities laws of the United States after the consummation of the Business Combination.

Maples and Calder (Hong Kong) LLP, PubCo’s counsel as to Cayman Islands law, have advised PubCo that there is uncertainty as to whether the courts of the Cayman Islands would:

• recognize or enforce judgments of United States courts obtained against PubCo or PubCo’s directors or officers predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States; or

• entertain original actions brought in each respective jurisdiction against PubCo or PubCo’s directors or officers predicated upon the securities laws of the United States or any state in the United States.

Maples and Calder (Hong Kong) LLP has informed PubCo that it is uncertain whether the courts of the Cayman Islands will allow shareholders of PubCo to originate actions in the Cayman Islands based upon securities laws of the United States. In addition, there is uncertainty with regard to Cayman Islands law related to whether a judgment obtained from the U.S. courts under civil liability provisions of U.S. securities laws will be determined by the courts of the Cayman Islands as penal or punitive in nature. If such a determination is made, the courts of the Cayman Islands will not recognize or enforce the judgment against a Cayman Islands company, such as PubCo. As the courts of the Cayman Islands have yet to rule on making such a determination in relation to judgments obtained from U.S. courts under civil liability provisions of U.S. securities laws, it is uncertain whether such judgments would be enforceable in the Cayman Islands. Maples and Calder (Hong Kong) LLP

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has further informed PubCo that although there is no statutory enforcement in the Cayman Islands of judgments obtained in the federal or state courts of 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 such jurisdiction will be recognized and enforced in the courts of the Cayman Islands at common law, without any reexamination 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.

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LEGAL MATTERS

The validity of the PubCo Ordinary Shares and the PubCo UPOs will be passed upon by Maples and Calder (Hong Kong) LLP, Cayman Islands counsel to PubCo, and Jun He Law Offices LLC, PubCo’s U.S. Counsel, respectively.

EXPERTS

The combined and consolidated financial statements of Caravelle as of and for each of the years ended October 31, 2020 and 2021 included in this registration statement have been audited by Friedman LLP, an independent registered public accounting firm as stated in their report appearing herein. Such financial statements are included in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

The financial statements of Pacifico Acquisition Corp. for the year ended December 31, 2021 included in this proxy statement/prospectus have been audited by UHY LLP, an independent registered public accounting firm, as set forth in their report, thereon, appearing elsewhere in this proxy statement/prospectus, and are included in reliance on such report given upon such firm as experts in auditing and accounting.

SHAREHOLDER PROPOSALS AND OTHER MATTERS

Management of Pacifico knows of no other matters which may be brought before the Special Meeting. If any matter other than the proposed Business Combination or related matters should properly come before the Special Meeting, however, the persons named in the enclosed proxies will vote proxies in accordance with their judgment on those matters.

DELIVERY OF DOCUMENTS TO SHAREHOLDERS

Pursuant to the rules of the SEC, Pacifico and its agents that deliver communications to its stockholders are permitted to deliver to two or more stockholders sharing the same address a single copy of Pacifico’s proxy statement/prospectus. Upon written or oral request, Pacifico will deliver a separate copy of this proxy statement/prospectus to any stockholder at a shared address who wishes to receive separate copies of such documents in the future. Shareholders receiving multiple copies of such documents may likewise request that Pacifico deliver single copies of such documents in the future. Shareholders may notify Pacifico of their requests by calling or writing Pacifico at its principal executive offices at 521 Fifth Avenue, 17th Floor, New York, NY 10175, Attn: Edward Cong Wang.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

Pacifico is subject to the informational requirements of the Exchange Act, and is required to file reports, any proxy statements and other information with the SEC.

Neither Pacifico, PubCo nor Caravelle has authorized anyone to provide you with information that differs from that contained in this proxy statement/prospectus. You should not assume that the information contained in this proxy statement/prospectus is accurate as on any date other than the date of this proxy statement/prospectus, and neither the mailing of this proxy statement/prospectus to Pacifico stockholders nor the consummation of the Business Combination shall create any implication to the contrary.

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.

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PACIFICO ACQUISITION CORP.
INDEX TO FINANCIAL STATEMENTS

|  | Page
Report of Independent Registered Public Accounting Firm (PCAOB ID# 1195) |  | F-2
Financial Statements: |  |
Balance Sheet |  | F-3
Statement of Operations |  | F-4
Statement of Changes in Stockholders’ Equity |  | F-5
Statement of Cash Flows |  | F-6
Notes to Financial Statements |  | F-7 – F-18

CARAVELLE GROUP CO., LTD AND SUBSIDIARIES
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

|  | Page
Consolidated Financial Statements |  |
Report of Independent Registered Public Accounting Firm |  | F-19
Consolidated Balance Sheets as of October 31, 2021 and 2020 |  | F-20
Consolidated Statements of Operations and Comprehensive Income (Loss) for the years ended October 31, 2021 and 2020 |  | F-21
Consolidated Statements of Changes in Shareholders’ Equity (Deficit) for the years ended October 31, 2021 and 2020 |  | F-22
Consolidated Statements of Cash Flows for the years ended October 31, 2021 and 2020 |  | F-23
Notes to Consolidated Financial Statements |  | F-24 – F-41

F-1

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and
Stockholders of Pacifico Acquisition Corp.

Opinion on the Financial Statements

We have audited the accompanying balance sheet of Pacifico Acquisition Corp. (the Company) as of December 31, 2021, and the related statements of operations, stockholders’ deficit, and cash flows for the period from March 2, 2021 (inception) to December 31, 2021, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021, and the results of its operations and its cash flows for the period from March 2, 2021 (inception) to December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.

Substantial Doubt about the Company’s Ability to Continue as a Going Concern

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the financial statements, if the Company’s working capital is insufficient to cover costs incurred to operate its business prior to a business acquisition and the Company is unable to complete a business combination by the close of business on September 16, 2022, then the Company will likely cease all operations except for the purpose of liquidating. The date for liquidation and subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. Management’s plan in regard to this matter is also discussed in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Our opinion is not modified with respect to this matter.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

/s/ UHY LLP

We have served as the Company’s auditor since 2021.
New York, New York
March 31, 2022

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PACIFICO ACQUISITION CORP.
BALANCE SHEET
DECEMBER 31, 2021

ASSETS |  |  |  |
Current assets |  |  |  |
Cash |  | $ | 217,818 |
Prepaid expense |  |  | 181,160 |
Marketable securities held in trust account |  |  | 58,076,305 |
Total Current Assets |  |  | 58,475,283 |
Total Assets |  | $ | 58,475,283 |
LIABILITIES AND STOCKHOLDERS’ EQUITY |  |  |  |
Current Liabilities |  |  |  |
Due to related party |  | $ | 3,201 |
Accounts payable |  |  | 36,530 |
Franchise taxes payable |  |  | 25,280 |
Deferred underwriter commissions |  |  | 2,469,769 |
Total Current Liabilities |  |  | 2,534,780 |
Commitments and Contingencies |  |  |  |
Redeemable Common Stock |  |  |  |
Common stock subject to possible redemption, $0.0001 par value; 10,000,000 shares authorized; 5,750,000 shares issued and outstanding at redemption value |  |  | 51,326,825 |
Stockholders’ Equity |  |  |  |
Common stock, $0.0001 par value; 10,000,000 shares authorized; 1,745,000 shares issued and outstanding |  |  | 175 |
Additional paid-in capital |  |  | 4,834,950 |
Accumulated deficit |  |  | (221,447 | )
Total Stockholders’ Equity |  |  | 4,613,678 |
Total Liabilities and Stockholders’ Equity |  | $ | 58,475,283 |

The accompanying notes are an integral part of the financial statements.

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PACIFICO ACQUISITION CORP.
STATEMENT OF OPERATIONS
FOR THE PERIOD FROM MARCH 2, 2021(INCEPTI ON) TO DECEMBER 31, 2021

Formation and operating costs |  | $ | 197,472 |
Franchise tax |  |  | 25,280 |
Loss from operations |  |  | (222,752 | )
Other income |  |  |  |
Interest income on marketable securities held in trust account |  |  | 1,305 |
Net loss |  | $ | (221,447 | )
Weighted average shares outstanding of redeemable common stock |  |  | 1,990,132 |
Basic and diluted net income (loss) per share, redeemable common stock |  | $ | 0.44 |
Weighted average shares outstanding of non-redeemable common stock |  |  | 1,418,380 |
Basic and diluted net income (loss) per share, non-redeemable common stock |  | $ | (0.77 | )

The accompanying notes are an integral part of the financial statements.

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PACIFICO ACQUISITION CORP.
STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY
FOR THE PERIOD FROM MARCH 2, 2021(INCEPTION) TO DECEMBER 31, 2021

|  | Common stock |  | Additional paid-in capital |  | Accumulated deficit |  | Total Stockholders’ equity
Shares |  | Amount |
Balance – March 2, 2021 (Inception) |  | — |  |  | $ | — |  |  | $ | — |  |  | $ | — |  |  | $ | — |
Common stock issued to initial stockholders |  | 1,437,500 |  |  |  | 144 |  |  |  | 24,856 |  |  |  | — |  |  |  | 25,000 |
Sale of public units in initial public offering |  | 5,750,000 |  |  |  | 575 |  |  |  | 57,499,425 |  |  |  | — |  |  |  | 57,500,000 |
Sale of private units |  | 307,500 |  |  |  | 31 |  |  |  | 3,074,969 |  |  |  | — |  |  |  | 3,075,000 |
Sale of unit purchase option to underwriter |  | — |  |  |  | — |  |  |  | 100 |  |  |  | — |  |  |  | 100 |
Underwriter commissions |  | — |  |  |  | — |  |  |  | (3,907,269 | ) |  |  | — |  |  |  | (3,907,269 | )
Offering costs |  | — |  |  |  | — |  |  |  | (530,881 | ) |  |  | — |  |  |  | (530,881 | )
Initial measurement of common stock subject to redemption under ASC 480-10-S99 against additional paid-in capital |  | (5,750,000 | ) |  |  | (575 | ) |  |  | (48,929,011 | ) |  |  | — |  |  |  | (48,929,586 | )
Accretion of initial measurement of common stock subject to redemption value |  | — |  |  |  | — |  |  |  | (2,397,239 | ) |  |  | — |  |  |  | (2,397,239 | )
Net loss for the year |  | — |  |  |  | — |  |  |  | — |  |  |  | (221,447 | ) |  |  | (221,447 | )
Balance, December 31, 2021 |  | 1,745,000 |  |  | $ | 175 |  |  | $ | 4,834,950 |  |  | $ | (221,447 | ) |  | $ | 4,613,678 |

The accompanying notes are an integral part of the financial statements

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PACIFICO ACQUISITION CORP.
STATEMENT OF CASH FLOWS
FOR THE PERIOD FROM MARCH 2, 2021(INCEPTION) TO DECEMBER 31, 2021

CASH FLOWS FROM OPERATING ACTIVITIES |  |  |  |
Net loss |  | $ | (221,447 | )
Adjustments to reconcile net loss to net cash used in operating activities: |  |  |  |
Interest income earned in trust account |  |  | (1,305 | )
Change in operating assets and liabilities: |  |  |  |
Prepaid expenses |  |  | (181,160 | )
Due to related party |  |  | 3.201 |
Accounts payable |  |  | 36,530 |
Franchise taxes payable |  |  | 25,280 |
Net cash flows used in operating activities |  |  | (338,901 | )
CASH FLOWS FROM INVESTING ACTIVITIES |  |  |  |
Cash invested in marketable securities held in trust account |  |  | (58,075,000 | )
Net cash flows used investing activities |  |  | (58,075,000 | )
CASH FLOWS FROM FINANCING ACTIVITIES |  |  |  |
Proceeds from sale of public units in Initial Public Offering |  |  | 57,500,000 |
Proceeds from sale of private units |  |  | 3,075,000 |
Proceeds from issuance of common stock to initial stockholders |  |  | 25,000 |
Payment of underwriter commissions |  |  | (1,437,500 | )
Payment of offering costs |  |  | (530,881 | )
Proceeds from issuance of promissory note to related party |  |  | 200,000 |
Repayment of promissory note to related party |  |  | (200,000 | )
Net cash flows provided by financing activities |  |  | 58,631,719 |
NET INCREASE (DECREASE) IN CASH |  |  | 217,818 |
CASH, BEGINNING OF PERIOD |  |  | — |
CASH, END OF PERIOD |  | $ | 217,818 |
Supplemental disclosure of noncash activities: |  |  |  |
Deferred underwriter commission |  | $ | 2,469,769 |
Accretion of carrying value to redemption value |  | $ | 2,397,239 |
Initial measurement of common stock subject to redemption |  | $ | 48,929,586 |

The accompanying notes are an integral part of the financial statements.

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Table of Contents

PACIFICO ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENTS

Note 1 — Organization and Business Operations

Pacifico Acquisition Corp. (the “Company”) is a newly organized blank check company incorporated as a Delaware corporation on March 2, 2021. The Company 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 (the “Business Combination”). The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

As of December 31, 2021, the Company had not yet commenced any operations and had not generated revenue. All activities through December 31, 2021 relate to the Company’s formation and the initial public offering (the “IPO”) described below. The Company has selected December 31 as its fiscal year end.

The Company’s sponsor is Pacifico Capital LLC, a Delaware limited liability company (the “Sponsor”).

Financing

The registration statement for the Company’s IPO (as described in Note 3) was declared effective on September 13, 2021. On September 16, 2021, the Company consummated the IPO of 5,000,000 units at $10.00 per unit (the “Public Units’), generating gross proceeds of $50,000,000. Simultaneously with the IPO, the Company sold to its Sponsor and Chardan Capital Markets LLC (“Chardan”) (and/or their designees) 281,250 units at $10.00 per unit (the “Private Units”) in a private placement generating total gross proceeds of $2,812,500, which is described in Note 4.

The Company granted the underwriters a 45-day option to purchase up to 750,000 Units to cover Over-allotment, if any. As of September 22, 2021, the underwriters had fully exercised the option and purchased 750,000 additional Units (the “Over-allotment Units”), generating gross proceeds of $7,500,000.

Upon the closing of the Over-allotment on September 22, 2021, the Company consummated the Private Placement sale of an additional 26,250 Private Units to the Sponsor and Chardan at a price of $10.00 per Private Unit, generating gross proceeds of $262,500.

Offering costs amounted to $4,759,144 consisting of $1,437,500 of underwriting fees, $2,469,769 of deferred underwriting fees and $851,875 of other offering costs (including $320,994 of the estimated cost of Unit Purchase Option issued to the underwriter). The Company received net proceeds of $58,075,000 from the IPO (including the Over-allotment Units) and the sale of Private Units.

Trust Account

Upon the closing of the IPO and the private placement (including Over-allotment), a total of $58,075,000 was placed in a trust account (the “Trust Account”) with American Stock Transfer & Trust Company, LLC acting as trustee.

The funds held in the Trust Account can be invested in United States government treasury bills, notes or bonds having a maturity of 185 days or less or in money market funds meeting the applicable conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended, until the earlier of the consummation of its first business combination and the Company’s failure to consummate a business combination within applicable period of time.

Placing funds in the Trust account may not protect those funds from third party claims against the Company. Although the Company will seek to have all vendors, service providers, prospective target businesses or other entities it engages, execute agreements with the Company waiving any claim of any kind in or to any monies held in the Trust Account, there is no guarantee that such persons will execute such agreements.

In addition, interest income earned on the funds in the Trust account may be released to the Company to pay its income or other tax obligations. With these exceptions, expenses incurred by the Company may be paid prior to a business combination only from the net proceeds of the IPO and private placement not held in the Trust Account.

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Table of Contents

PACIFICO ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENTS

Note 1 — Organization and Business Operations (cont.)

Business Combination

Pursuant to NASDAQ listing rules, the Company’s initial business combination must occur with one or more target businesses having an aggregate fair market value equal to at least 80% of the value of the funds in the Trust account (excluding any taxes payable on the income earned on the Trust account), which the Company refers to as the 80% test, at the time of the execution of a definitive agreement for its initial business combination, although the Company may structure a business combination with one or more target businesses whose fair market value significantly exceeds 80% of the trust account balance. If the Company is no longer listed on NASDAQ, it will not be required to satisfy the 80% test.

The Company currently anticipates structuring a business combination to acquire 100% of the equity interests or assets of the target business or businesses. The Company may, however, structure a business combination where the Company merges directly with the target business or where the Company acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons, but the Company will only complete such business combination if the post-transaction company owns 50% or more of the outstanding voting securities of the target or otherwise owns a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% test.

The Company will provide its holders of the outstanding Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.10 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its franchise and income tax obligations). The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules.

Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks stockholder approval in connection with a Sponsor and any of the Company’s officers or directors that may hold Insider Shares (as defined in Note 5) (the “Initial Stockholders”) and Chardan have agreed (a) to vote their Insider Shares, Private Shares (as defined in Note 4) and any Public Shares purchased during or after the IPO in favor of approving a Business Combination and (b) not to convert any shares (including the Insider Shares) in connection with a stockholder vote to approve, or sell the shares to the Company in any tender offer in connection with, a proposed Business Combination.

If the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is

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PACIFICO ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENTS

Note 1 — Organization and Business Operations (cont.)

acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 20% or more of the Public Shares, without the prior consent of the Company.

The Company will have until 12 months from the closing of the IPO to consummate a Business Combination. On March 1, 2022, Caravelle International Group issued a press release announcing it signed a letter of intent with the Company on December 31, 2021. In addition, if the Company anticipates that it may not be able to consummate initial business combination within 12 months, the Company’s insiders or their affiliates may, but are not obligated to, extend the period of time to consummate a business combination two times by an additional three months each time (for a total of 15 or 18 months to complete a business combination) (the “Combination Period”). In order to extend the time available for the Company to consummate a Business Combination, the Sponsor or its affiliate or designees must deposit into the Trust Account $500,000, or $575,000 if the underwriters’ over-allotment option is exercised in full ($0.10 per Public Share in either case), for each such extension on or prior to the date of the applicable deadline.

Liquidation

If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest (which interest shall be net of taxes payable, and less certain amount of interest to pay dissolution expenses) divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

The Initial Stockholders and Chardan have agreed to waive their liquidation rights with respect to the Insider Shares and Private Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Stockholders or Chardan acquires Public Shares in or after the IPO, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the IPO price per Unit ($10.00).

In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below $10.10 per Public Share, except as to any claims by a third party who executed a valid and enforceable agreement with the Company waiving any right, title, interest or claim of any kind they may have in or to any monies held in the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third party claims.

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Table of Contents

PACIFICO ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENTS

Note 1 — Organization and Business Operations (cont.)

Going Concern

As of December 31, 2021, the Company had $217,818 of cash held outside its Trust Account for use as working capital. If the estimated costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate our business prior to our Business Combination. Moreover, the Company may need to obtain additional financing either to complete its Business Combination or because it becomes obligated to redeem a significant number of public shares upon consummation of its Business Combination, in which case the Company may issue additional securities or incur debt in connection with such Business Combination. Subject to compliance with applicable securities laws, the Company would only complete such financing simultaneously with the completion of our Business Combination. If the Company is unable to complete its Business Combination because it does not have sufficient funds available, it will be forced to cease operations and liquidate the Trust Account.

In connection with the Company’s assessment of going concern considerations in accordance with FASB’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern”, management has determined that if the Company is unable to complete a Business Combination within 12 months from the closing of the IPO, then the Company will cease all operations except for the purpose of liquidating. The date for liquidation and subsequent dissolution raise substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate.

Note 2 — Summary of Significant Accounting Policies

Basis of Presentation

The accompanying condensed financial statements are presented in U.S. Dollars and in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, 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. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, 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 the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

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Table of Contents

PACIFICO ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENTS

Note 2 — Summary of Significant Accounting Policies (cont.)

Use of Estimates

The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2021.

Offering Costs Associated with the IPO

Offering costs consist of underwriting, legal, accounting, registration and other expenses incurred through the balance sheet date that are directly related to the IPO. As of December 31, 2021, offering costs amounted to $4,759,144 consisting of $1,437,500 of underwriting fees, $2,469,769 of deferred underwriting fees and $851,875 of other offering costs (including $320,994 of the estimated cost of Unit Purchase Option issued to the underwriter). The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A–“Expenses of Offering”. The Company allocates offering costs between public shares and public rights based on the estimated fair values of public shares and public rights at the date of issuance. Accordingly, $4,372,914 was allocated to public shares and was charged to temporary equity, and $386,230 was allocated to public rights and was charged to stockholders’ equity.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on such account as of December 31, 2021.

Cash and Investments Held in Trust Account

The Company’s portfolio of investments held in the Trust Account is comprised of investments in money market funds that invest in U.S. government securities. The estimated fair value of investments held in the Trust Account are determined using available market information.

Common Stock Subject to Possible Redemption

The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet.

The Company has made a policy election in accordance with ASC 480-10-S99-3A and recognizes changes in redemption value in additional paid-in capital (or accumulated deficit in the absence of additional paid-in capital) over an expected 12-month period leading up to a Business Combination.

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Table of Contents

PACIFICO ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENTS

Note 2 — Summary of Significant Accounting Policies (cont.)

At December 31, 2021, the common stock reflected in the balance sheet are reconciled in the following table:

Gross proceeds |  | $ | 57,500,000 |
Less: |  |  |  |
Proceeds allocated to public rights |  |  | (4,197,500 | )
Allocation of offering costs related to redeemable shares |  |  | (4,372,914 | )
Plus: |  |  |  |
Accretion of carrying value to redemption value |  |  | 2,397,239 |
Common stock subject to possible redemption |  | $ | 51,326,825 |

Net Income (Loss) per Share

The Company complies with accounting and disclosure requirements of FASB ASC 260, Earnings Per Share. The condensed statements of operations include a presentation of income (loss) per redeemable share and income (loss) per non-redeemable share following the two-class method of income per share. In order to determine the net income (loss) attributable to both the redeemable shares and non-redeemable shares, the Company first considered the undistributed income (loss) allocable to both the redeemable shares and non-redeemable shares and the undistributed income (loss) is calculated using the total net loss less any dividends paid. The Company then allocated the undistributed income (loss) ratably based on the weighted average number of shares outstanding between the redeemable and non-redeemable shares. Any remeasurement of the accretion to redemption value of the common shares subject to possible redemption was considered to be dividends paid to the public shareholders. As of December 31, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented.

The net income (loss) per share presented in the condensed statement of operations is based on the following:

|  | For the period from March 2, 2021 (inception) through December 31, 2021
Net Loss |  | $ | (221,447 | )
Accretion of temporary equity to redemption value |  |  | (2,397,239 | )
Net loss including accretion of temporary equity to redemption value |  | $ | (2,618,686 | )

|  | For the period from March 2, 2021 (inception) through December 31, 2021
|  | Redeemable shares |  | Non-redeemable shares
Basic and diluted net income/(loss) per share: |  |  |  |  |  |  |  |
Numerators: |  |  |  |  |  |  |  |
Allocation of net loss including accretion of temporary equity |  | $ | (1,528,975 | ) |  | $ | (1,089,711 | )
Accretion of temporary equity to redemption value |  |  | 2,397,239 |  |  |  | — |
Allocation of net income (loss) |  | $ | 868,264 |  |  | $ | (1,089,711 | )
Denominators: |  |  |  |  |  |  |  |
Weighted-average shares outstanding |  |  | 1,990,132 |  |  |  | 1,418,380 |
Basic and diluted net income/(loss) per share |  | $ | 0.44 |  |  | $ | (0.77 | )

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Table of Contents

PACIFICO ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENTS

Note 2 — Summary of Significant Accounting Policies (cont.)

Income Taxes

The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 825, “Financial Instrument,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.

Recent Accounting Standards

In August 2020, the FASB issued ASU No. 2020-06, “Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows.

Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

Note 3 — Initial Public Offering

On September 16, 2021, the Company sold 5,000,000 Units at a price of $10.00 per Unit, generating gross proceeds of $50,000,000 related to its IPO. Each Unit consists of one share of common stock and one right (“Public Right”). Each Public Right will convert into one-tenth (1/10) of one share of common stock upon the consummation of a Business Combination (see Note 7). The Company granted the underwriters a 45-day option to purchase up to 750,000 Units to cover Over-allotment, if any. On September 22, 2021, the underwriters fully exercised the option and purchased 750,000 additional Units (the “Over-allotment Units”), generating gross proceeds of $7,500,000.

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PACIFICO ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENTS

Note 3 — Initial Public Offering (cont.)

As of December 31, 2021, the Company incurred $4,759,144 consisting of $1,437,500 of underwriting fees, $2,469,769 of deferred underwriting fees (payable only upon completion of a Business Combination) and $851,875 of other offering costs (including $320,994 of the estimated cost of Unit Purchase Option issued to the underwriter).

Note 4 — Private Placement

Concurrently with the closing of the IPO, the Company’s 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 on September 22, 2021, the Company consummated the Private Placement sale of an additional 26,250 Private Units to the Sponsor and Chardan at a price of $10.00 per Private Unit, generating gross proceeds of $262,500.

The Private Units are identical to the Public Units except with respect to certain registration rights and transfer restrictions. The proceeds from the Private Units were added to the proceeds from the IPO to be held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Units and all underlying securities will expire worthless.

Note 5 — Related Party Transactions

Promissory Note — Related Party

On March 15, 2021, the Sponsor loaned the Company an aggregate of up to $200,000 to cover expenses related to the IPO pursuant to a promissory note (the “Promissory Note”). The Promissory Note is unsecured, interest-free and due on the closing of the IPO. As of December 31, 2021, the Company fully repaid the Promissory Note and no amount is owed under the note.

Insider Shares

On April 13, 2021, the Company issued 1,437,500 shares of common stock to the Initial Stockholders (the “Insider Shares”) for an aggregate of $25,000. The Insider Shares include an aggregate of up to 187,500 shares subject to forfeiture by the Initial Stockholders to the extent that the underwriters’ over-allotment is not exercised in full, so that the Initial Stockholders will collectively own 20% of the Company’s issued and outstanding shares after the IPO (assuming the Initial Stockholders do not purchase any Public Shares in the IPO and excluding the Private Units). As the over-allotment option was fully exercised on September 22, 2021, no portion of the Insider Shares are subject to forfeiture.

The Initial Stockholders have agreed, subject to certain limited exceptions, not to transfer, assign or sell any of their Insider Shares until, with respect to 50% of the Insider Shares, the earlier of six months after the consummation of a Business Combination and the date on which the closing price of the common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing after a Business Combination and, with respect to the remaining 50% of the Insider Shares, until the six months after the consummation of a Business Combination, or earlier, in either case, if, subsequent to a Business Combination, the Company completes a liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property.

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PACIFICO ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENTS

Note 6 — Commitments and contingency

Risks and Uncertainties

Management is currently evaluating the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s future financial position, results of its operations and/or search for a target company, there has been no significant impact as of the date of these financial statements. The financial statements do not include any adjustments that might result from the future outcome of this uncertainty.

Registration Rights

The holders of the Insider Shares, Private Units (and all underlying securities), and any shares that may be issued upon conversion of working capital loans (may be provided by the Company’s insiders, officers, directors, or their affiliates to finance transaction costs in connection with searching for a target business or consummating a Business Combination) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of IPO. The holders of the majority of these securities are entitled to make up to two demands that the Company register such securities. The holders of the majority of the Insider Shares can elect to exercise these registration rights at any time commencing three months prior to the date on which the Insider Shares are to be released from escrow. The holders of a majority of the Private Units and units issued in payment of working capital loans made to the Company can elect to exercise these registration rights at any time commencing on the date that the Company consummates a Business Combination. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The underwriters were paid a cash underwriting discount of 2.5% of the gross proceeds of the IPO, or $1,437,500 including Over-allotment. In addition, the underwriters will be entitled to a deferred fee of 3.75% of the gross proceeds of the IPO, or $2,156,250, which will be paid upon the closing of a Business Combination from the amounts held in the Trust Account, subject to the terms of the underwriting agreement. The underwriters will also be entitled to 43,125 common shares, to be issued if the Company closes a Business Combination.

Unit Purchase Option

The Company sold to Chardan (and/or its designees), for $100, an option (“UPO”) to purchase 158,125 units as the over-allotment option was fully exercised on September 22, 2021. The UPO will be exercisable at any time, in whole or in part, between the close of the IPO and fifth anniversary of the effective date of the registration at a price per Unit equal to $11.50 (or 115% of the volume weighted average trading price of the ordinary shares during the 20 trading day period starting on the trading day immediately prior to consummation of an initial Business Combination). The option and the underlying securities that may be issued upon exercise of the option, have been deemed compensation by FINRA and are therefore subject to a 180-day lock-up pursuant to Rule 5110(e)(1) of FINRA’s NASDAQ Conduct Rules. Additionally, the option may not be sold, transferred, assigned, pledged or hypothecated for a one-year period (including the foregoing 180-day period) following the date of IPO except to any underwriter and selected dealer participating in the IPO and their bona fide officers or partners.

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PACIFICO ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENTS

Note 6 — Commitments and contingency (cont.)

Right of First Refusal

The Company has granted Chardan a right of first refusal, for a period of 15 months after the date of the consummation of a Business Combination, to act as lead underwriters or minimally as a co-manager, with at least 30% of the economics; or, in the case of a three-handed deal 20% of the economics, for any and all future public or private equity and debt offerings.

Professional Fees

The Company has engaged a merger and acquisition advisor and capital market advisor in connection with business combination to provide services such as introducing the Company to potential investors that are interested in purchasing the Company’s securities in connection with the initial business combination, assisting the Company in negotiating the terms and conditions with the target company, etc. The Company will pay the advisor a cash fee or in shares. In addition, the Company has committed to pay additional $150,000 professional fees upon the closing of a business combination.

Leases

The Company entered into a short-term agreement for temporary office space through its Sponsor expiring on March 31, 2022. The rent of $1,762 was prepaid.

Note 7 — Stockholders’ Equity

Common Stock — The Company is authorized to issue 10,000,000 shares of common stock with a par value of $0.0001 per share. Holders of the common stock are entitled to one vote for each share. At December 31, 2021, there were 1,745,000 shares of common stock (excluding 5,750,000 shares subject to possible redemption).

Rights — Except in cases where the Company is not the surviving company in a Business Combination, each holder of a Public Right will automatically receive one-tenth (1/10) of one share of common stock upon consummation of a Business Combination, even if the holder of a Public Right converted all shares held by him, her or it in connection with a Business Combination or an amendment to the Company’s Amended and Restated Certificate of Incorporation with respect to its pre-business combination activities. In the event that the Company will not be the surviving company upon completion of a Business Combination, each holder of a Public Right will be required to affirmatively convert his, her or its rights in order to receive the one-tenth (1/10) of a share underlying each Public Right upon consummation of the Business Combination. No additional consideration will be required to be paid by a holder of Public Rights in order to receive his, her or its additional shares of common stock upon consummation of a Business Combination. The shares issuable upon exchange of the rights will be freely tradable (except to the extent held by affiliates of the Company).

The Company will not issue fractional shares in connection with an exchange of Public Rights. Fractional shares will either be rounded down to the nearest whole share or otherwise addressed in accordance with the applicable provisions of the Delaware General Corporation Law. As a result, the holders of the Public Rights must hold rights in multiples of 10 in order to receive shares for all of the holders’ rights upon closing of a Business Combination. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Rights will not receive any of such funds with respect to their Public Rights, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Rights, and the Public Rights will expire worthless. Further, there are no contractual penalties for failure to deliver securities to the holders of the Public Rights upon consummation of a Business Combination. Additionally, in no event will the Company be required to net cash settle the rights. Accordingly, the rights may expire worthless.

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PACIFICO ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENTS

Note 8 — Fair Value Measurements

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

|  | Level 1: |  | Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.
|  | Level 2: |  | Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.
|  | Level 3: |  | Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value.

|  | December 31, 2021 |  | Quoted Prices in Active Markets (Level 1) |  | Significant Other Observable Inputs (Level 2) |  | Significant Other Unobservable Inputs (Level 3)
Assets |  |  |  |  |  |  |  |
Marketable securities held in trust account |  | 58,076,305 |  | 58,076,305 |  | — |  | —

Note 9 — Income Taxes

The Company’s net deferred tax assets are as follows:

|  | December 31, 2021
Deferred tax asset |  |  |  |
Net operating loss carryforward |  | $ | 6,085 |
Startup/Organization Expenses |  |  | 18,229 |
Total deferred tax asset |  |  | 24,314 |
Valuation allowance |  |  | (24,314 | )
Deferred tax asset, net of allowance |  | $ | — |

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PACIFICO ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENTS

Note 9 — Income Taxes (cont.)

The income tax provision consists of the following:

|  | For the period from March 2, 2021 (inception) through December 31, 2021
Federal |  |  |  |
Current |  | $ | — |
Deferred |  |  | (24,314 | )
State |  |  |  |
Current |  | $ | — |
Deferred |  |  | — |
Change in valuation allowance |  |  | 24,314 |
Income tax provision |  | $ | — |

As of December 31, 2021, the Company have $28,975 of U.S. federal net operating loss carryovers available to offset future taxable income.

In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the period from March 2, 2021 (inception) through December 31, 2021, the change in the valuation allowance was $46,504.

A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2021 is as follows:

|  | For the period from March 2, 2021 (inception) through December 31, 2021
Statutory federal income tax rate |  | 21.0 | %
State taxes, net of federal tax benefit |  | 0.0 | %
Facilities acquisition costs |  | (10 | )%
Change in valuation allowance |  | (11 | )%
Income tax provision |  | 0.0 | %

The Company files income tax returns in the U.S. federal jurisdiction in various state and local jurisdictions and is subject to examination by the various taxing authorities.

Note 10 — Subsequent Events

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to March 31, 2022, the date that the financial statements were issued. Based on the review, the Company did not identify any material subsequent event that is required disclosure in the financial statements.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and
Shareholders of Caravelle Group Co., Ltd.

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Caravelle Group Co., Ltd. (the “Company”) as of October 31, 2021 and 2020, and the related consolidated statements of operations and comprehensive income (loss), changes in shareholders’ equity (deficit) and cash flows for each of the years in the two-year period ended October 31, 2021, and the related notes (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of October 31, 2021 and 2020, and the results of its operations and its cash flows for each of the years in the two-year period ended October 31, 2021, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ Friedman LLP

We have served as the Company’s auditor since 2021

New York, New York
May 13, 2022

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CARAVELLE GROUP CO., LTD AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS

|  | As of October 31,
|  | 2021 |  | 2020
ASSETS |  |  |  |  |  |  |
Current Assets: |  |  |  |  |  |  |
Cash and cash equivalent |  | $ | 10,354,441 |  | $ | 8,115,886 |
Accounts receivable |  |  | 7,826,711 |  |  | 2,417,594 |
Prepayments and other current assets |  |  | 7,918,253 |  |  | 4,249,693 |
Due from related parties |  |  | 16,246 |  |  | 123,013 |
Total Current Assets |  |  | 26,115,651 |  |  | 14,906,186 |
Certificate of deposit |  |  | — |  |  | 300,000 |
Property and equipment, net |  |  | 123,780 |  |  | 106,908 |
Prepayment and other non-current assets |  |  | 946,272 |  |  | 916,923 |
Total Assets |  | $ | 27,1 85,703 |  | $ | 16,230,017 |
LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT) |  |  |  |  |  |  |
Current Liabilities: |  |  |  |  |  |  |
Current maturity of long-term bank loan |  | $ | 899,581 |  | $ | 361,478 |
Accounts payable |  |  | 488,442 |  |  | 305,077 |
Advance from customers |  |  | 6,182,479 |  |  | 5,788,258 |
Accrued expenses and other liabilities |  |  | 5,945,110 |  |  | 7,120,260 |
Taxes payable |  |  | 1,905 |  |  | 1,549 |
Due to related parties |  |  | 6,924,224 |  |  | 5,234,911 |
Total Current Liabilities |  |  | 20,441,741 |  |  | 18,811,533 |
Long-term bank loan |  |  | 3,369,806 |  |  | 4,073,351 |
Deferred tax liability |  |  | 1,634 |  |  | 1,426 |
Total Liabilities |  |  | 23,813,181 |  |  | 22,886,310 |
COMMITMENTS AND CONTINGENCIES |  |  |  |  |  |  |
Total Equity (deficit): |  |  |  |  |  |  |
Ordinary shares, $1 par value, 50,000 shares authorized, 1 share issued and outstanding at October 31, 2021 and 2020, respectively* |  |  | 50,000 |  |  | 50,000 |
Additional paid-in capital |  |  | 100,131 |  |  | 90 |
Retained earnings (accumulated deficit) |  |  | 433,784 |  |  | (4,883,458 | )
Total Shareholders’ Equity (deficit) |  |  | 583,915 |  |  | (4,833,368 | )
Non-controlling interest |  |  | 2,788,607 |  |  | (1,822,925 | )
Total Equity (deficit) |  |  | 3,372,522 |  |  | (6,656,293 | )
Total Liabilities and Equity (deficit) |  | $ | 27,185,703 |  | $ | 16,230,017 |

____________

* Shares and per share data are presented on a retroactive basis to reflect the reorganization.

The accompanying notes are an integral part of these consolidated financial statements.

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CARAVELLE GROUP CO., LTD AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

|  | For the year ended October 31,
|  | 2021 |  | 2020
Revenue |  |  |  |  |  |  |  |
Ocean freight revenue |  | $ | 110,113,752 |  |  | $ | 77,301,897 |
Vessel service revenue |  |  | 11,847,305 |  |  |  | 1,049,551 |
Total revenue |  |  | 121,961,057 |  |  |  | 78,351,448 |
Cost of revenues |  |  | 109,008,853 |  |  |  | 82,290,135 |
Gross profit (loss) |  |  | 12,952,204 |  |  |  | (3,938,687 | )
Operating expenses: |  |  |  |  |  |  |  |
Selling expenses |  |  | 27,452 |  |  |  | — |
General and administrative expenses |  |  | 2,443,537 |  |  |  | 1,792,779 |
Total operating expenses |  |  | 2,470,989 |  |  |  | 1,792,779 |
Income (loss) from operations |  |  | 10,481,215 |  |  |  | (5,731,466 | )
Other income (expense): |  |  |  |  |  |  |  |
Interest income |  |  | 5 |  |  |  | 7,607 |
Interest expense |  |  | (122,392 | ) |  |  | (60,256 | )
Other income (expense), net |  |  | (100,093 | ) |  |  | 25,486 |
Total other expense, net |  |  | (222,480 | ) |  |  | (27,163 | )
Income (loss) before income taxes |  |  | 10,258,735 |  |  |  | (5,758,629 | )
Provision for income taxes |  |  | 2,113 |  |  |  | 2,357 |
Net income (loss) |  |  | 10,256,622 |  |  |  | (5,760,986 | )
Less: Net income (loss) attributable to non-controlling interests |  |  | 4,946,114 |  |  |  | (2,592,023 | )
Net income (loss) attributable to the Company |  |  | 5,310,508 |  |  |  | (3,168,963 | )
Comprehensive income (loss) |  |  | 10,256,622 |  |  |  | (5,760,986 | )
Less: Comprehensive income (loss) attributable to non-controlling interests |  |  | 4,946,114 |  |  |  | (2,592,023 | )
Comprehensive income (loss) attributable to the Company |  | $ | 5,310,508 |  |  | $ | (3,168,963 | )
Earnings (losses) Per share – Basic and diluted |  | $ | 106 |  |  | $ | (63 | )
Weighted Average Shares Outstanding – Basic and diluted* |  |  | 50,000 |  |  |  | 50,000 |

____________

* Shares and per share data are presented on a retroactive basis to reflect the reorganization

The accompanying notes are an integral part of these consolidated financial statements.

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CARAVELLE GROUP CO., LTD AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT)
FOR THE YEARS ENDED OCTOBER 31, 2021 AND 2020

|  | Common Stock |  | Additional Paid in Capital |  | Retained Earnings (Accumulated Deficits) |  | Non-controlling interest |  | Total
|  | Shares* |  | Amount |
Balance at October 31, 2019 |  | 50,000 |  | $ | 50,000 |  | $ | 90 |  | $ | (1,714,495 | ) |  | $ | 769,098 |  |  | $ | (895,307 | )
Net loss for the year |  | — |  |  | — |  |  | — |  |  | (3,168,963 | ) |  |  | (2,592,023 | ) |  |  | (5,760,986 | )
Balance at October 31, 2020 |  | 50,000 |  | $ | 50,000 |  | $ | 90 |  | $ | (4,883,458 | ) |  | $ | (1,822,925 | ) |  | $ | (6,656,293 | )
Capital contribution made by shareholders |  | — |  |  | — |  |  | 100,041 |  |  | — |  |  |  | — |  |  |  | 100,041 |
Net income for the year |  | — |  |  | — |  |  | — |  |  | 5,310,508 |  |  |  | 4,946,114 |  |  |  | 10,256,622 |
Acquisition of noncontrolling interest |  | — |  |  | — |  |  | — |  |  | 6,734 |  |  |  | (334,582 | ) |  |  | (327,848 | )
Balance at October 31, 2021 |  | 50,000 |  | $ | 50,000 |  | $ | 100,131 |  | $ | 433,784 |  |  | $ | 2,788,607 |  |  | $ | 3,372,522 |

____________

* Shares and per share data are presented on a retroactive basis to reflect the reorganization

The accompanying notes are an integral part of these consolidated financial statements.

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CARAVELLE GROUP CO., LTD AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS

|  | For the Year Ended October 31,
|  | 2021 |  | 2020
Cash flows from operating activities: |  |  |  |  |  |  |  |
Net income (loss) |  | $ | 10,256,622 |  |  | $ | (5,760,986 | )
Adjustments to reconcile net income (loss) to net cash provided by operating activities: |  |  |  |  |  |  |  |
Depreciation and amortization |  |  | 40,085 |  |  |  | 39,594 |
Deferred tax expense |  |  | 208 |  |  |  | 789 |
Changes in operating assets and liabilities: |  |  |  |  |  |  |  |
Accounts receivable |  |  | (5,409,117 | ) |  |  | 425,860 |
Prepayments and other assets |  |  | (3,697,909 | ) |  |  | (645,336 | )
Due from related parties |  |  | 96,767 |  |  |  | — |
Accounts payables |  |  | 183,365 |  |  |  | 283,799 |
Advance from customers |  |  | 394,221 |  |  |  | 4,138,345 |
Accrued expenses and other liabilities |  |  | (1,232,108 | ) |  |  | 2,620,933 |
Taxes payable |  |  | 356 |  |  |  | 1,433 |
Net cash provided by operating activities |  |  | 632,490 |  |  |  | 1,104,431 |
Cash flows from investing activities: |  |  |  |  |  |  |  |
Additions to property and equipment |  |  | — |  |  |  | (1,563 | )
Proceeds from (purchase of) certificate of deposit |  |  | 300,000 |  |  |  | (300,000 | )
Net cash provided by ( used in ) investing activities |  |  | 300,000 |  |  |  | (301,563 | )
Cash flows from financing activities: |  |  |  |  |  |  |  |
Payment to related parties |  |  | (50,000 | ) |  |  | (61,340 | )
Loans from related parties |  |  | 1,421,466 |  |  |  | 513,920 |
Proceeds from long-term bank loans |  |  | — |  |  |  | 4,434,829 |
Repayment of long-term bank loans |  |  | (165,442 | ) |  |  | — |
Capital contributed by shareholders |  |  | 100,041 |  |  |  | — |
Net cash provided by financing activities |  |  | 1,306,065 |  |  |  | 4,887,409 |
Effect of exchange rate changes on cash and cash equivalent |  |  | — |  |  |  | — |
Net increase in cash and cash equivalent |  |  | 2,238,555 |  |  |  | 5,690,277 |
Cash and cash equivalent, beginning of year |  |  | 8,115,886 |  |  |  | 2,425,609 |
Cash and cash equivalent, end of year |  | $ | 10,354,441 |  |  | $ | 8,115,886 |
Supplemental disclosure information: |  |  |  |  |  |  |  |
Cash paid for income tax |  | $ | 1,549 |  |  | $ | 77 |
Cash paid for interest |  | $ | 122,295 |  |  | $ | 60,061 |
SUPPLEMENTAL DISCLOSURES OF NON-CASH ACTIVITIES |  |  |  |  |  |  |  |
Acquisition of noncontrolling interest |  | $ | 327,848 |  |  | $ | — |
Addition to fixed assets through due to related party |  | $ | 56,957 |  |  | $ | — |

The accompanying notes are an integral part of these consolidated financial statements.

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CARAVELLE GROUP CO., LTD AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1 — ORGANIZATION AND BUSINESS DESCRIPTION

Caravelle Group Co., Ltd (“Caravelle” or the “Company”), is a company that was established under the laws of the Cayman Islands on April 1, 2021 as a holding company. The Company and its subsidiaries (together the “Group”) is an international operator of ocean transportation service. It is engaged in the seaborne transportation service under voyage contracts as well as vessels service for and on behalf of ship owners. The Company’s Ocean Transportation business is conducted through its subsidiaries — Topsheen Shipping Singapore Pte. Ltd. and Topsheen Bulk Singapore Pte. Ltd.

Mr. Guohua Zhang (“Mr. Zhang”), the Chairman of the Board of Directors and Chief Executive Officer (“CEO’) is the ultimate controlling shareholder (“the controlling shareholder”) of the Group.

As of October 31, 2021, the Company’s subsidiaries are as follows:

Subsidiaries |  | Date of Incorporation |  | Jurisdiction of Formation |  | Percentage of direct/indirect Economic Ownership |  | Principal Activities
SGEX Group Co., Ltd (“SGEX”) |  | April 19, 2021 |  | British Virgin Islands (“BVI”) |  | 100% |  | Investment Holding
Topsheen Shipping Group Corporation (“Topsheen Samoa”) |  | July 23, 2012 |  | Samoa |  | 90% |  | Transportation service
Topsheen Shipping Singapore Pte. Ltd (“Topsheen Shipping”) |  | October 30, 2015 |  | Singapore |  | 61% owned subsidiary of Topsheen Samoa |  | Transportation service
Topsheen Bulk Singapore Pte. Ltd (“Topsheen Bulk”) |  | March 16, 2019 |  | Singapore |  | 100% owned subsidiary of Topsheen Shipping |  | Transportation service
Singapore Garden Technology Pte. Ltd. (“Garden Technology”) |  | December 6, 2020 |  | Singapore |  | 100% |  | Transportation and heating business

As described below, the Company, through a series of transactions which is accounted for as a reorganization of entities under a common control (the “Reorganization”), became the ultimate parent of its subsidiaries. Mr. Zhang, The Chairman of the Board of Directors and CEO of the Company is the ultimate controlling shareholder of the Company.

Reorganization

A Reorganization of the legal structure was completed in October 8, 2021. The Reorganization involved:

(i) the formation of the Company’s wholly owned subsidiary-SGEX and SGEX’s wholly owned subsidiary — Garden Technology;

(ii) the transfer of 90% of the shareholders’ equity interest in Topsheen Samoa to SGEX on October 8, 2021

Before and after the Reorganization, the Company, together with its subsidiaries, is effectively controlled by the same shareholder, and therefore the Reorganization is considered as a recapitalization of entities under common control in accordance with Accounting Standards Codification (“ASC”) 805-50-25. The consolidation of the Company and its subsidiaries have 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 accompanying consolidated financial statements in accordance with ASC 805-50-45-5.

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CARAVELLE GROUP CO., LTD AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities Exchange Commission (“SEC”).

Principles of consolidation

The consolidated financial statements include the financial statements of the Company and its subsidiaries. All intercompany transactions and balances are eliminated upon consolidation.

A subsidiary is an entity in which the Company, directly or indirectly, controls more than one half of the voting power, has the power to appoint or remove the majority of the members of the board of directors, to cast a majority of votes at the meeting of the board of directors or to govern the financial and operating policies of the investee under a statute or agreement among the shareholders or equity holders.

Non-controlling interest represents the portion of the net assets of subsidiaries attributable to interests that are not owned by the Company. The non-controlling interest is presented in the consolidated balance sheets, separately from equity attributable to the shareholders of the Company. Non-controlling interest’s operating result is presented on the face of the consolidated statements of operations and comprehensive income (loss) as an allocation of the total income for the year between non-controlling shareholders and the shareholders of the Company.

Non-controlling interests

Non-controlling interest represents the portion of the net assets of subsidiaries attributable to interests that are not owned or controlled by the Company. The non-controlling interest is presented in the consolidated balance sheets, separately from equity attributable to the shareholders of the Company. Non-controlling interest’s operating results are presented on the face of the consolidated statements of income and comprehensive income as an allocation of the total income for the year between non-controlling shareholders and the shareholders of the Company. As of October 31, 2021 and 2020, non-controlling interests represent non-controlling shareholders’ proportionate share of equity interests in Topsheen Samoa and Topsheen Shipping.

Foreign currency translation

The Group follows U.S. GAAP for both the translation and remeasurement of balance sheet and income statement items into U.S. Dollars. For those business units that operate in a local currency functional environment, all assets and liabilities are translated into U.S. Dollars using the exchange rates in effect at the end of the period; revenue and expenses are translated using average exchange rates in effect during each period. Resulting translation adjustments are reported as a separate component of accumulated comprehensive income (loss) in shareholders’ equity. For those business units that operate in a U.S. Dollar functional environment, foreign currency assets and liabilities are remeasured into U.S. Dollars using the exchange rates in effect at the end of the period except for nonmonetary assets and capital accounts, which are remeasured at historical exchange rates. Revenue and expenses are generally translated at monthly exchange rates which approximate average exchange rates in effect during each year, except for those expenses related to balance sheet amounts that are remeasured at historical exchange rates. For the years ended October 30, 2021 and 2020, all the Group’s functional currency are U.S. Dollars.

Uses of estimates

In preparing the consolidated financial statements in conformity with U.S. GAAP, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. These estimates are based on information as of the date of the consolidated financial statements. Significant accounting estimates required to be made by management include, but are not limited to

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CARAVELLE GROUP CO., LTD AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

useful lives of property and equipment, the recoverability of long-lived assets, allowance for doubtful accounts, revenue recognition, uncertain tax position, realization of deferred tax assets. Actual results could differ from those estimates.

Cash and cash equivalent

Cash and cash equivalent comprise cash at banks and on hand, which includes deposits with original maturities of three months or less with commercial banks. Deposit with maturities of more than twelve months was classified as non-current assets.

Accounts Receivable

Accounts receivable are recognized and carried at original invoiced amount less an estimated allowance for uncollectible accounts. Most accounts receivable are collected within one month. The Group usually determines the adequacy of reserves for doubtful accounts based on individual account analysis and historical collection trends. The Group establishes a provision for doubtful receivables when there is objective evidence that the Group may not be able to collect amounts due. The allowance is based on management’s best estimates of specific losses on individual exposures, as well as a provision on historical trends of collections. The provision is recorded against accounts receivables balances, with a corresponding charge recorded in the consolidated statements of operations and comprehensive income (loss). Delinquent account balances are written-off against the allowance for doubtful accounts after management has determined that the likelihood of collection is not probable. No allowance was recorded as of October 31, 2021 and 2020, respectively.

Prepayments and other assets

Prepayment and other assets primarily consist of prepayment for fuel and other costs, prepayment for key man insurance and advances to employees, which are presented net of allowance for doubtful accounts. These balances are unsecured and are reviewed periodically to determine whether their carrying value has become impaired. The Group considers the balances to be impaired if the collectability of the balances becomes doubtful. The Group uses the aging method to estimate the allowance for uncollectible balances. The allowance is also based on management’s best estimate of specific losses on individual exposures, as well as a provision on historical trends of collections and utilizations. Actual amounts received or utilized may differ from management’s estimate of credit worthiness and the economic environment. Delinquent account balances are written off against allowance for doubtful accounts after management has determined that the likelihood of collection is not probable. No allowance was recorded as of October 31, 2021 and 2020, respectively.

Property and equipment

Property and equipment are recorded at cost less accumulated depreciation and amortization. Depreciation and amortization is provided in amounts sufficient to amortize the cost of the related assets over their useful lives using the straight line method, as follows:

|  | Useful life
Machinery equipment |  | 10 years
Office and electronic equipment |  | 3 – 5 years
Transportation equipment |  | 5 years
Leasehold improvement |  | Over the shorter of the lease term or estimated useful lives

Expenditures for maintenance and repairs, which do not materially extend the useful lives of the assets, are charged to expense as incurred. Expenditures for major renewals and betterments which substantially extend the useful life of assets are capitalized. The cost and related accumulated depreciation and amortization of assets retired or sold are removed from the respective accounts, and any gain or loss is recognized in the consolidated statements of operations and other comprehensive income (loss) in other income or expenses.

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CARAVELLE GROUP CO., LTD AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

Impairment of Long-lived Assets

The Group reviews long-lived assets, including definitive-lived intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If the estimated cash flows from the use of the asset and its eventual disposition below are the asset’s carrying value, then the asset is deemed to be impaired and written down to its fair value. There were no impairments of these assets as of October 31, 2021 and 2020.

Fair value of financial instruments

ASC 825-10 requires certain disclosures regarding the fair value of financial instruments. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A three-level fair value hierarchy prioritizes the inputs used to measure fair value. The hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows:

• Level 1 — inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

• Level 2 — inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, quoted market prices for identical or similar assets in markets that are not active, inputs other than quoted prices that are observable and inputs derived from or corroborated by observable market data.

• Level 3 — inputs to the valuation methodology are unobservable.

The carrying amounts of financial assets and liabilities, such as cash and cash equivalents, other receivables included in prepaid expenses and other current assets, accounts payables, balances with related parties, and other current liabilities, approximate their fair values because of the short-term maturity of these instruments.

Revenue recognition

The Group is an international operator of comprehensive ocean transportation service. On November 1, 2019, the Group has adopted ASU 2014-09, Revenue from Contracts with Customers (Topic 606) and all subsequent ASUs that modified ASC 606 using the modified retrospective approach. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, the Group applies the following steps:

Step 1: Identify the contract (s) with a customer

Step 2: Identify the performance obligations in the contract

Step 3: Determine the transaction price

Step 4: Allocate the transaction price to the performance obligations in the contract

Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation

The Group primarily derives its freight revenue from voyage contracts and provides vessel service.

In accordance with ASC 606, the Group evaluates whether our businesses themselves promise to transfer services to the customer (as the principal) or to arrange for services to be provided by another party (as the agent) using a control model. Based on the evaluation of the control model, the Group determined that the Group is the principal to the transaction for voyage contracts and the related revenue from voyage contracts is recognized on a gross basis based on the transfer of control to the customer. The Group’s vessel service contracts engage in certain

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CARAVELLE GROUP CO., LTD AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

transactions wherein the Group act as an agent of ship owners. Revenue from these transactions is recorded on a net basis. Net revenue includes billings to customers less third-party charges, including transportation or handling costs, fees, commissions and taxes and duties.

Revenue recognition (continued)

Revenue from voyage contracts

Under a voyage contract, the Group 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. The Group’s voyage contracts generally do not contain cancelable provisions. A voyage was deemed to commence when a vessel was available for loading and was deemed to end upon the completion of the discharge of the current cargo. For the voyage contracts, the customer simultaneously receives and consumes the benefits provided by the Group performance over the voyage period because of the continuous transfer of control to the customer. Customers receive the benefit of our services as the goods are transported from one location to another. If the Group was unable to complete delivery to the final location, another entity would not need to reperform the transportation service already performed. As control transfers over time, the Group 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. Voyage expense and other ocean transportation operating costs are charged to operating costs as incurred.

Revenue from vessel services

The Group 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, the Group undertakes to use its best endeavors to provide the agreed vessel services as agents for and on behalf of the ship owners and to protect and promote the interest of the ship owners in all matters relating to the provision of services. Most of the vessel service agreements span within one year and are typically billed on a monthly basis. The Vessel service revenue is recorded on a net basis. Net revenue includes billings to customers less voyage operating charges, including transportation or handling costs, fees, commissions, and taxes. The Group transfers control of the service to the customer and satisfies its performance obligation over the term of the contract, and therefore recognized revenue over the term of the contract.

Contract balances

Timing of revenue recognition may differ from the timing of invoicing to customers. Accounts receivable represent amounts invoiced and revenues recognized prior to invoicing when the Group has satisfied the Group’s performance obligation and has the unconditional rights to payment. The balances of accounts receivable net of allowance for doubtful accounts were $7,826,711 and $2,417,594 as of October 31, 2021 and 2020, respectively. Contract liabilities are reflected as advance from customers on the consolidated balance sheet. Contract liabilities relate to payments received in advance of completion of performance obligations under a contract. Contract liabilities are recognized as revenue upon the fulfillment of performance obligations. As of October 31, 2021 and 2020, the advances from customer amounted to $6,182,479 and $5,788,258, respectively, which were expected to be recognized as revenue within 12 months.

For the years ended October 31, 2021 and 2020, the disaggregation of revenue is as follows:

|  | For the years ended October 31,
|  | 2021 |  | 2020
Ocean freight revenue |  | $ | 110,113,752 |  | $ | 77,301,897
Vessel service revenue |  |  | 11,847,305 |  |  | 1,049,551
Total |  | $ | 121,961,057 |  | $ | 78,351,448

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CARAVELLE GROUP CO., LTD AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

Voyage Expenses

Voyage expenses include port and canal charges, bunker (fuel) expenses and others costs directly associated with voyages. These amounts are recognized as cost of revenues over the voyage period.

Government Subsidies

The Group received government subsidies according to related policy from local government. The Group receives government subsidies that the Singaporean government has not specified its purpose for and are not tied to future trends or performance of the Group; receipt of such subsidy income is not contingent upon any further actions or performance of the Group and the amounts do not have to be refunded under any circumstances. The unspecific purpose subsidies are recognized as other income upon receipt as further performance by the Group is not required. For the years ended October 31, 2021 and 2020, the government subsidies amounted to $5,922 and $17,779, respectively.

Employee benefits

The full-time employees of the Company’s subsidiary are entitled to staff welfare benefits including medical care, unemployment insurance and pension benefits, which are government mandated defined contribution plans. These entities are required to accrue for these benefits based on certain percentages of the employees’ respective salaries, subject to certain ceilings, in accordance with the relevant regulations, and make cash contributions to the state-sponsored plans out of the amounts accrued. The total amounts for such employee benefits were $133,173 and $77,398 for the years ended October 31, 2021 and 2020, respectively.

Income taxes

The Group accounts for current income taxes in accordance with the laws of the relevant tax authorities. Deferred income taxes are recognized when temporary differences exist between the tax bases of assets and liabilities and their reported amounts in the consolidated financial statements. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period including the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

An uncertain tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. Penalties and interest incurred related to underpayment of income tax are classified as income tax expense in the period incurred. No significant penalties or interest relating to income taxes have been incurred for the years ended October 31, 2021 and 2020.

Earnings per Share

The Group computes earnings per share (“EPS”) in accordance with ASC 260, “Earnings per Share” (“ASC 260”). ASC 260 requires companies with complex capital structures to present basic and diluted EPS. Basic EPS is measured as net income divided by the weighted average common shares outstanding for the period. Diluted presents the dilutive effect on a per share basis of potential common shares (e.g., convertible securities, options and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential common shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS. As of October 31, 2021 and 2020., there were no dilutive shares.

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CARAVELLE GROUP CO., LTD AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

Risks and Uncertainties

In December 2019, a novel strain of coronavirus (COVID-19) surfaced. As a result of the pandemic of COVID-19 in Asia countries, the United States and the world, the Group’s operations have been, and may continue to be, adversely impacted by disruptions in business activities, commercial transactions and general uncertainties surrounding the duration of the outbreaks and the various governments’ business, travel and other restrictions. The COVID-19 virus has led many ports and organizations to take measures against its spread, such as quarantines and restrictions on travel. These measures have and will likely continue to cause severe trade disruptions due to, among other things, the unavailability of personnel, supply chain disruption, interruptions of production and closure of businesses and facilities and reduced consumer demand. The duration and severity of this global health emergency and related disruptions remains uncertain. Moreover, because the Group’s vessels travel to ports in countries in which cases of COVID-19 have been reported, the Group face risks to personnel and operations. Such risks include delays in the loading and discharging of cargo on or from the Group’s vessels, difficulties in carrying out crew changes, off time due to quarantine regulations, delays and expenses in finding substitute crew members if any of the Group’s vessels’ crew members become infected, delays in drydocking if insufficient shipyard personnel are working due to quarantines or travel restrictions. In fiscal year 2020, the COVID-19 pandemic had a material net impact on the Group’s financial positions and operating results. the Group 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. The COVID-19 pandemic did not have a material net impact on the Group’s financial positions and operating results for the year ended October 31, 2021. The extent of the impact on the Group’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, the Group 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.

Related parties

Related parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Companies are also considered to be related if they are subject to common control or common significant influence, such as a family member or relative, shareholder, or a related corporation.

Segment reporting

In accordance with ASC 280, Segment Reporting, operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker (“CODM”), or decision-making group, in deciding how to allocate resources and in assessing performance. The Group has two operating segments: (i) ocean transportation; (ii) heating business. The Group’s CODM, who has been identified as the Chief Executive Officer (“CEO”), evaluates performance based on the operating segment’s revenue and their operating results. As the Group’s long-lived assets are all located in Singapore and substantially all of the Group’s revenues are derived from Singapore. Therefore, no geographical segments are presented.

Concentrations of risks

a. Significant customers

For the years ended October 31, 2021 and 2020, no customer accounted for more than 10% of the Group’s total revenues. As of October 31, 2021, two customers accounted for approximately 16% and 12% of the Group’s accounts receivable, respectively. As of October 31, 2020, one customer accounted for approximately 27% of the Group’s accounts receivable, respectively.

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CARAVELLE GROUP CO., LTD AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

b. Significant suppliers

For the year ended October 31, 2021, one related party supplier accounted for approximately 44% of the Group’s total purchases. For the year ended October 31, 2020, one related party supplier accounted for approximately 36% of the Group’s total purchases. 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.

c. Cash and cash Equivalents

The Group maintains cash and cash equivalents with various financial institutions in Singapore and management believes these financial institutions are high credit quality.

Recent Accounting Pronouncements

The Group considers the applicability and impact of all accounting standards updates (“ASUs”). Management periodically reviews new accounting standards that are issued.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which requires lessees to recognize a right-of-use asset and lease liability on the balance sheet for all leases, including operating leases, with a term in excess of 12 months. The guidance also expands the quantitative and qualitative disclosure requirements. In July 2018, the FASB issued updates to the lease standard making transition requirements less burdensome. The update provides an option to apply the transition provisions of the new standard at its adoption date instead of at the earliest comparative period presented in the Group’s financial statements. The new guidance requires the lessee to record operating leases on the balance sheet with a right-of-use asset and corresponding liability for future payment obligations. FASB further issued ASU 2018-11 “Target Improvement” and ASU 2018-20 “Narrow-scope Improvements for Lessors.” In June 2020, the FASB issued ASU No. 2020-05, “Revenue from Contracts with Customers (Topic 606) and Leases (Topic 842) Effective Dates for Certain Entities” (“ASU 2020-05”) in response to the ongoing impacts to businesses in response to the coronavirus (COVID-19) pandemic. ASU 2020-05 provides a limited deferral of the effective dates for implementing previously issued ASU 842 to give some relief to businesses and the difficulties they are facing during the pandemic. ASU 2020-05 affects entities in the “all other” category and public Not-For-Profit entities that have not gone into effect yet regarding ASU 2016-02, Leases (Topic 842). Entities in the “all other” category may defer to fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. As an emerging growth company, the Group will adopt this guidance effective November 1, 2022. The Group is evaluating the impact on its consolidated financial statements.

In June 2016, the FASB issued ASU No. 2016-13, Credit Losses — Measurement of Credit Losses on Financial Instruments (“ASC 326”). The standard significantly changes how entities will measure credit losses for most financial assets, including accounts and notes receivables. The standard will replace today’s “incurred loss” approach with an “expected loss” model, under which companies will recognize allowances based on expected rather than incurred losses. Entities will apply the standard’s provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. The standard is effective for interim and annual reporting periods beginning after December 15, 2022. The adoption of ASU 2016-13 is not expected to have a material impact on the Group’s financial position, results of operations, and cash flows.

The FASB issued ASU 2017-12, “Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities”. These amendments refine and expand hedge accounting for both financial (e.g., interest rate) and commodity risks. Its provisions create more transparency around how economic results are presented, both on the face of the financial statements and in the footnotes. It also makes certain targeted improvements to simplify the application of hedge accounting guidance. The amendments were adopted for the year ended October 31, 2020; the adoption did not have a material impact on the financial statements and disclosures.

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CARAVELLE GROUP CO., LTD AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

The Group does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the Group’s consolidated balance sheets, statements of operations and comprehensive income (loss) and statements of cash flows.

Note 3 — ACCOUNTS RECEIVABLE

Accounts receivable consisted of the following:

|  | October 31, 2021 |  | October 31, 2020
Accounts receivable |  | $ | 7,826,711 |  | $ | 2,417,594

Approximately $7,184,898 or 91.8% of the accounts receivable balance as of October 31, 2021 has been collected as of December 31, 2021.

Note 4 — PREPAYMENTS AND OTHER ASSETS

Prepayments and other assets consisted of the following:

|  | October 31, 2021 |  | October 31, 2020
Prepayment for fuel and other costs |  | $ | 7,873,165 |  | $ | 4,174,417
Prepayment for keyman insurance |  |  | 896,272 |  |  | 916,923
Others |  |  | 95,088 |  |  | 75,276
Total |  |  | 8,864,525 |  |  | 5,166,616
Including: |  |  |  |  |  |
Prepayments and other current assets, net |  | $ | 7,918,253 |  | $ | 4,249,693
Prepayments and other non-current assets |  | $ | 946,272 |  | $ | 916,923

Note 5 — PROPERTY AND EQUIPMENT, NET

Property and equipment, net, consist of the following:

|  | October 31, 2021 |  | October 31, 2020
Machinery and equipment |  | $ | 56,759 |  |  | $ | — |
Transportation equipment |  |  | 98,860 |  |  |  | 98,860 |
Office and electronic equipment |  |  | 11,710 |  |  |  | 11,512 |
Leasehold improvement |  |  | 54,387 |  |  |  | 54,387 |
Subtotal |  |  | 221,716 |  |  |  | 164,759 |
Less: accumulated depreciation and amortization |  |  | (97,936 | ) |  |  | (57,851 | )
Property and equipment, net |  | $ | 123,780 |  |  | $ | 106,908 |

Depreciation and amortization expense for the years ended October 31, 2021 and 2020 amounted to $40,085 and $39,594, respectively.

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CARAVELLE GROUP CO., LTD AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 6 — ACCRUED EXPENSES AND OTHER LIABILITIES

Accrued expenses and other liabilities consisted of the following:

|  | October 31, 2021 |  | October 31, 2020
Accrued expenses(1) |  | $ | 5,719,287 |  | $ | 7,067,574
Payroll payable |  |  | 102,482 |  |  | —
Other payable |  |  | 123,341 |  |  | 52,686
Accrued expenses and other liabilities |  | $ | 5,945,110 |  | $ | 7,120,260

____________

(1) The balance as of October 31, 2021 represented accrued contract expenses of approximately $3.8 million and accrued contract loss of $1.9 million. The balance as of October 31, 2020 represented accrued contract expenses of approximately $4.7 million and accrued contract loss of $2.3 million.

Note 7 — BANK LOAN

Bank loan consist of the following loans:

|  | October 31, 2021 |  | October 31, 2020
Loan from DBS Bank (due on May 13, 2025)(1) |  | $ | 3,352,464 |  | $ | 3,517,906
Revolving credit for keyman insurance(2) |  |  | 916,923 |  |  | 916,923
Total |  | $ | 4,269,387 |  | $ | 4,434,829
Less: current maturity of long-term loan |  |  | 899,581 |  |  | 361,478
Long term portion |  | $ | 3,369,806 |  | $ | 4,073,351

____________

(1) On April 9, 2020, the Group 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. The bank loan was secured by Mr. Dong Zhang. The Group is required to pay interest for the first twelve months and repay monthly instalments comprising principal and interest thereafter. As of October 31, 2021 and 2020 the balance was $3,352,464 and $3,517,906, respectively. The Group entered into an USD/SGD Cross Currency Swap Agreement with DBS Bank Ltd. on May 26, 2020 to mitigate the USD/SGD exchange rate fluctuation. Pursuant to the agreement, the Group will make principal and interest payment in USD instead of SGD based on a fixed USD/SGD foreign exchange conversion rate of 1.4213. The above Swap arrangement was in a short term nature and was terminated by consent of both parties on January 26, 2021. For the year ended October 31, 2021 and 2020, the Group incurred hedging loss of $4,154 and $6,469, respectively.

(2) On February 14, 2020, the Group obtained a revolving credit facility I (RCF I) from DBS Bank Ltd. of $916,923 and used to settle the premium of Insurance Policy. The weighted average effective interest rate is 1.22% per annum. The revolving credit facility is secured by way of first legal assignment of Insurance Policy of all rights, title, interests and benefits under and arising out of the Insurance Policy including all proceeds payable under the Insurance Policy and all proceeds of any repayment or refund of premium by the Insurer, with notification of the assignment to be served and acknowledged by the Insurer.

Interest expense for the above-mentioned loans amount to $114,204 and $52,045 for the years ended October 31, 2021 and 2020, respectively.

The repayment schedule for the bank loans are as follows:

Twelve months ending October 31, |  | Repayment
2022 |  | $ | 899,581
2023 |  |  | 926,942
2024 |  |  | 955,099
2025 |  |  | 570,842
Thereafter |  |  | 916,923
Total |  | $ | 4,269,387

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CARAVELLE GROUP CO., LTD AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 8 — RELATED PARTY TRANSACTIONS

The Group records transactions with various related parties. These related party balances as of October 31, 2021 and 2020 and transactions for the years ended October 31, 2021 and 2020 are identified as follows:

Related parties with transactions and related party relationships

Name of Related Party |  | Relationship to the Group
Topsheen Shipping Limited |  | Controlled by Mr. Dong Zhang
Shanghai Weisheng International Logistics Co., Ltd |  | Controlled by Mr. Shoucheng Lei
Keen Best Shipping Co., Limited |  | Controlled by Mr. Dong Zhang
Nanjing Derun Shipping Co., Ltd. |  | Controlled by Mr. Dong Zhang
Welly Focus Shipping Co. Limited |  | Controlled by Mr. Dong Zhang
Top Wisdom Shipping Management Co. Limited |  | Controlled by Mr. Dong Zhang
Mr. Shoucheng Lei |  | Director of the Group
Mr. Guohua Zhang |  | Chief Executive Officer and Chairman of the Board
Mr. Dong Zhang |  | Director of the Group
Mr.Qing Xu |  | General manager of Topsheen Shipping
Deyun Shipping Group Co., Ltd. |  | Controlled by Mr. Dong Zhang
Beijing Hanpu Technology Co., Ltd. |  | Controlled by Mr. Guohua Zhang
Max Bright Marine Service Co. Ltd. |  | Controlled by Mr. Dong Zhang
Top Legend Shipping Co. Limited |  | Controlled by Mr. Dong Zhang

(a) Due from related parties

Due from related parties consisted of the following:

|  | October 31, 2021 |  | October 31, 2020
Shanghai Weisheng International Logistics Co., Ltd(1) |  | $ | — |  | $ | 103,013
Keen Best Shipping Co., Limited(2) |  |  | — |  |  | 10,000
Welly Focus Shipping Co. Limited(2) |  |  | 10,000 |  |  | 10,000
Top Wisdom Shipping Management Co. Limited(3) |  |  | 6,246 |  |  | —
Total |  | $ | 16,246 |  | $ | 123,013

____________

​(1) The balances mainly represented accounts receivables from Shanghai Weisheng International Logistics Co., Ltd. The balance was fully collected in fiscal year 2021.

​(2) The balances mainly represented non-interest bearing loans to related parties and due on demand. As of October 31, 2021, the balance of Keen Best Shipping Co., Limited was fully collected.

​(3) The balances mainly represented accounts receivables from Top Wisdom Shipping Management Co. Limited. The balance was collected subsequently.

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CARAVELLE GROUP CO., LTD AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 8 — RELATED PARTY TRANSACTIONS (cont.)

(b) Due to related parties

Due to related parties consisted of the following:

|  | October 31, 2021 |  | October 31, 2020
Topsheen Shipping Limited(1) |  | $ | 3,040,099 |  | $ | 2,125,172
Shanghai Weisheng International Logistics Co., Ltd. |  |  | 11,160 |  |  | —
Keen Best Shipping Co., Limited(2) |  |  | 317,848 |  |  | —
Mr. Dong Zhang(1) |  |  | 799,000 |  |  | 749,000
Mr. Shoucheng Lei(1) |  |  | 1,546,000 |  |  | 1,596,000
Mr.Qing Xu(1) |  |  | 752,000 |  |  | 752,000
Deyun Shipping Group Co., Ltd.(1) |  |  | 12,739 |  |  | 12,739
Beijing Hanpu Technology Co., Ltd.(3) |  |  | 56,759 |  |  | —
Mr. Guohua Zhang(1) |  |  | 388,619 |  |  | —
Total |  |  | 6,924,224 |  |  | 5,234,911

____________

(1) The balances represented working capital loan from related parties. As of October 31, 2021 and 2020, Topsheen Shipping Limited paid salaries of $3,040,099 and $2,112,717 for the Company, respectively. As of October 31, 2021, Mr. Guohua Zhang paid salaries on behalf of the Company of $388,619. The loans are non-interest bearing and due on demand. The Company repaid Mr. Shoucheng Lei $230,000 subsequently.

(2) On October 19, 2021, Keen Best Shipping Co., Ltd, a non-controlling shareholder, transferred 400,000 shares of Topsheen Bulk to Topsheen Shipping for consideration of $327,848. The unpaid balance of $317,848 as of October 31, 2021 was fully settled subsequently.

(3) The Group purchased some fixed assets from Beijing Hanpu Technology Co., Ltd. The balance represents unpaid balance.

(c) Services provided by related parties*

|  | For the year ended October 31, 2021 |  | For the year ended October 31, 2020
Topsheen Shipping Limited |  | $ | 46,757,016 |  | $ | 28,308,612
Max Bright Marine Service Co. Ltd |  |  | 1,961,665 |  |  | 3,011,397
Nanjing Derun Shipping Co., Ltd |  |  | 31,325 |  |  | 171,013
Top Legend Shipping Co. Limited |  |  | 1,647,921 |  |  | 4,679,148
Total |  | $ | 50,397,927 |  | $ | 36,170,170

____________

* The Group generally leased vessels or incurred the related freight costs with the above related parties.

(d) Services provided to related parties**

|  | For the year ended October 31, 2021 |  | For the year ended October 31, 2020
Shanghai Weisheng International Logistics Co., Ltd |  | $ | 1,065,779 |  | $ | 737,798

____________

** The Group generally provided transportation service to the above related party.

(e) Loan secure provided by related parties

One related party provided guarantee for the repayment of the Group’s long-term loans. (See Note 7)

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CARAVELLE GROUP CO., LTD AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 9 — TAXES

(a) Corporate Income Taxes (“CIT”)

Cayman Islands

Caravelle was incorporated in the Cayman Islands as an offshore holding company and is not subject to tax on income or capital gain under the laws of the Cayman Islands.

Singapore

Under Singapore tax laws, subsidiaries in Singapore are subject to statutory income tax rate at 17.0% if revenue is generated in Singapore and there are no withholding taxes in Singapore on remittance of dividends.

Topsheen Shipping is eligible and participate under the Maritime Sector Incentive-Approved International Shipping Enterprise (MSI-AIS) award in Singapore. All qualified shipping income derived from the shipping activity in Topsheen Shipping is exempt from taxation for the duration of MSI-AIS approval. The MSI-AIS approval was in November 2015 for a period of ten years. The impact of the tax exemption noted above decreased taxes by $1,741,872 and $Nil for the years ended October 31, 2021 and 2020, respectively. The benefit of the tax exemption on net income per share (basic and diluted) were $35 per share and $Nil per share for years ended October 31, 2021 and 2020, respectively.

i) The components of the income tax provision are as follows:

|  | For the year ended October 31, 2021 |  | For the year ended October 31, 2020
Current |  | $ | 1,905 |  | $ | 1,568
Deferred |  |  | 208 |  |  | 789
Total provision for income taxes |  | $ | 2,113 |  | $ | 2,357

ii) The following table summarizes deferred tax assets resulting from differences between financial accounting basis and tax basis of assets and liabilities:

|  | October 31, 2021 |  | October 31, 2020
Deferred tax liability: |  |  |  |  |  |
Temporary difference* |  | $ | 1,634 |  | $ | 1,426
Total |  | $ | 1,634 |  | $ | 1,426

____________

* Temporary difference caused by different depreciation between financial accounting basis and tax basis.

The following table reconciles the Singapore statutory rates to the Group’s effective tax rate for the years ended October 31, 2021 and 2020:

|  | For the year ended October 31, 2021 |  | For the year ended October 31, 2020
Singapore Statutory income tax rate |  | 17.0 | % |  | 17.0 | %
Effect of preferential tax rate |  | (17.0 | )% |  | (17.0 | )%
Non-deductible items and others * |  | 0.02 | % |  | (0.04 | )%
Effective tax rate |  | 0.02 | % |  | (0.04 | )%

____________

* Non-deductible items and others represent excess expenses and losses not deductible for Singapore tax purpose.

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CARAVELLE GROUP CO., LTD AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 9 — TAXES (cont.)

(b) Taxes payable

Taxes payable consist of the following:

|  | October 31, 2021 |  | October 31, 2020
Income tax payable |  | $ | 1,905 |  | $ | 1,549
Total taxes payable |  | $ | 1,905 |  | $ | 1,549

Note 10 — SHAREHOLDERS’ EQUITY

Common stock

As of October 31, 2021 and 2020, the Company is authorized to issue 50,000 Ordinary shares with $1.00 par value per share. As of October 31, 2021 and 2020, 50,000 ordinary shares were issued and outstanding.

For the years ended October 31, 2021 and 2020, the Group received $100,041 and $90 capital contributions from shareholders, respectively.

Purchase of a non-controlling shareholder’s interest

On October 19, 2021, Keen Best Shipping Co., Ltd, a non-controlling shareholder, transferred 400,000 shares of Topsheen Bulk to Topsheen Shipping for consideration of $327,848. As the result of the transaction, Topsheen Bulk became a 100% owned subsidiary of Topsheen Shipping.

Note 11 — COMMITMENTS AND CONTINGENCIES

Contingencies

The Group may be involved in various legal proceedings, claims and other disputes arising from the commercial operations, projects, employees and other matters which, in general, are subject to uncertainties and in which the outcomes are not predictable. The Group determines whether an estimated loss from a contingency should be accrued by assessing whether a loss is deemed probable and can be reasonably estimated. Although the Group can give no assurances about the resolution of pending claims, litigation or other disputes and the effect such outcomes may have on the Group, the Group believes that any ultimate liability resulting from the outcome of such proceedings, to the extent not otherwise provided or covered by insurance, will not have a material adverse effect on the Group’s consolidated financial position or results of operations or liquidity.

Operating lease commitments

The Group signed various lease agreements to rent office space. The lease agreements will expire on September 30, 2023. Rent expense for the years ended October 31, 2021 and 2020 was $64,894 and $61,930, respectively. As of October 31, 2021, the Group was obligated under operating leases for minimum rentals as follows:

Twelve months ending October 31 |  | Minimum lease payment
2022 |  | $ | 87,474
2023 |  |  | 46,340
Total |  | $ | 133,814

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CARAVELLE GROUP CO., LTD AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 12 — SEGMENTS

The Group identified two operating segments, including ocean transportation and heating business segments. The revenue by the two reportable segments were as follows:

|  | For the years ended October 31, 2021 |  | For the years ended October 31, 2020
Ocean transportation |  | $ | 121,961,057 |  | $ | 78,351,448
Heating business |  |  | — |  |  | —
Total |  | $ | 121,961,057 |  | $ | 78,351,448

The Group’s CODM does not review the financial position by operating segments, thus no total assets or liabilities of each operating segment are presented.

Note 13 — CONDENSED FINANCIAL INFORMATION OF THE PARENT COMPANY

Regulation S-X requires the condensed financial information of registrant shall be filed when the restricted net assets of consolidated subsidiaries exceed 25 percent of consolidated net assets as of the end of the most recently completed fiscal year. For purposes of the above test, restricted net assets of consolidated subsidiaries shall mean that amount of the registrant’s proportionate share of net assets of consolidated subsidiaries (after intercompany eliminations) which as of the end of the most recent fiscal year may not be transferred to the parent company by subsidiaries in the form of loans, advances or cash dividends without the consent of a third party. The condensed parent company financial statements have been prepared in accordance with Rule 12-04, Schedule I of Regulation S-X as the restricted net assets of the Company’s PRC subsidiary exceed 25% of the consolidated net assets of the Company.

Certain information and footnote disclosures normally included in financial statements prepared in conformity with generally accepted accounting principles have been condensed or omitted. The Company’s investment in subsidiary is stated at cost plus equity in undistributed earnings of subsidiaries.

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CARAVELLE GROUP CO., LTD AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 13 — CONDENSED FINANCIAL INFORMATION OF THE PARENT COMPANY (cont.)

CARAVELLE GROUP CO., LTD
PARENT COMPANY BALANCE SHEETS

|  | As of October 31,
|  | 2021 |  | 2020
ASSETS |  |  |  |  |  |  |
Cash |  | $ | 3,661 |  | $ | — |
Prepayments and other current assets |  |  | 644 |  |  | — |
TOTAL CURRENT ASSETS |  |  | 4,305 |  |  | — |
Prepayment and other non-current assets |  |  | 50,000 |  |  | — |
Investment in subsidiaries, net |  |  | 1,151,693 |  |  | (4,833,368 | )
TOTAL ASSETS |  | $ | 1,205,998 |  | $ | (4,833,368 | )
LIABILITIES |  |  |  |  |  |  |
Accrued liabilities and other payable |  |  | 79,166 |  |  | — |
Due to subsidiaries** |  |  | 150,000 |  |  |  |
Due to a related party |  |  | 392,917 |  |  | — |
TOTAL LIABILITIES |  |  | 622,083 |  |  | — |
EQUITY (DEFICIT): |  |  |  |  |  |  |
Ordinary shares, $1 par value, 50,000 shares authorized, 1 share issued and outstanding at October 31, 2021 and 2020, respectively* |  |  |  |  |  |  |
Ordinary shares |  |  | 50,000 |  |  | 50,000 |
Additional paid-in capital |  |  | 100,131 |  |  | 90 |
Retained earnings (accumulated deficit) |  |  | 433,784 |  |  | (4,883,458 | )
TOTAL SHAREHOLDERS’ EQUITY (DEFICIT) |  |  | 583,915 |  |  | (4,833,368 | )
TOTAL LIABILITIES AND EQUITY (DEFICIT) |  | $ | 1,205,998 |  | $ | (4,833,368 | )

____________

* Shares and per share data are presented on a retroactive basis to reflect the reorganization.

** The amount represented working capital loans from subsidiaries and was eliminated in the consolidated financial statements.

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CARAVELLE GROUP CO., LTD AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 13 — CONDENSED FINANCIAL INFORMATION OF THE PARENT COMPANY (cont.)

CARAVELLE GROUP CO., LTD
PARENT COMPANY STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

|  | For the Years Ended October 31,
|  | 2021 |  | 2020
Equity in earnings (loss) of subsidiaries |  | $ | 5,882,595 |  |  | $ | (3,168,963 | )
General and administrative expenses |  |  | (572,087 | ) |  |  | — |
NET INCOME (LOSS) |  |  | 5,310,508 |  |  |  | (3,168,963 | )
COMPREHENSIVE INCOME (LOSS) |  | $ | 5,310,508 |  |  | $ | (3,168,963 | )

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CARAVELLE GROUP CO., LTD AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 13 — CONDENSED FINANCIAL INFORMATION OF THE PARENT COMPANY (cont.)

CARAVELLE GROUP CO., LTD
PARENT COMPANY STATEMENTS OF CASH FLOWS

|  | For the Years Ended October 31,
|  | 2021 |  | 2020
CASH FLOWS FROM OPERATING ACTIVITIES: |  |  |  |  |  |  |  |
Net income (loss) |  | $ | 5,310,508 |  |  | $ | (3,168,963 | )
Adjustments to reconcile net income (loss) to net cash used in operating activities: |  |  |  |  |  |  |  |
Equity in (earnings) losses of subsidiaries |  |  | (5,882,595 | ) |  |  | 3,168,963 |
Prepayments and other assets |  |  | (50,644 | ) |  |  | — |
Accrued liabilities and other payable |  |  | 79,166 |  |  |  | — |
NET CASH USED IN OPERATING ACTIVITIES |  |  | (543,565 | ) |  |  | — |
Cash flows from financing activities: |  |  |  |  |  |  |  |
Contribution by shareholders |  |  | 4,309 |  |  |  | — |
Due to subsidiaries * |  |  | 150,000 |  |  |  | — |
Loan from a related party |  |  | 392,917 |  |  |  | — |
NET CASH PROVIEDED BY FINANCING ACTIVITIES |  |  | 547,226 |  |  |  | — |
CHANGES IN CASH |  |  | 3,661 |  |  |  | — |
CASH, BEGINNING OF YEAR |  |  | — |  |  |  | — |
CASH, END OF YEAR |  | $ | 3,661 |  |  | $ | — |

____________

* The amount represented working capital loans from subsidiaries and was eliminated in the consolidated financial statements.

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Annex A

Annex A-1

Table of Contents

Annex B

Annex B-1

Table of Contents

PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 20. Indemnification of Directors and Officers.

PubCo’s Amended and Restated Memorandum and Articles of Association provide that, subject to the provisions of the Cayman Islands laws, directors and officers, past and present, will be entitled to indemnification from PubCo against all actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or sustained by such director or officer, other than by reason of his or her own dishonesty, willful default or fraud, in or about the conduct of the PubCo’s business or affairs (including as a result of any mistake of judgment) or in the execution or discharge of his or her duties, powers, authorities or discretions, including without prejudice to the generality of the foregoing, any costs, expenses, losses or liabilities incurred by such director or officer in defending (whether successfully or otherwise) any civil proceedings concerning the PubCo or its affairs in any court whether in the Cayman Islands or elsewhere. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the registrant pursuant to the foregoing provisions, the registrant has been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Item 21. Exhibits and Financial Statement Schedules.

Exhibit Number |  | Description
2.1**# |  | Agreement and Plan of Merger, dated as of April 5, 2022, by and among Pacifico Acquisition Corp., Caravelle International Group, Pacifico International Group, Pacifico Merger Sub 2 Inc. and Caravelle Group Co., Ltd. (included as Annex A to the proxy statement/prospectus) (incorporated by reference to Exhibit 2.1 of Form 8-K filed with the SEC on April 6, 2022).
3.1* |  | Memorandum and Articles of Association of Caravelle International Group, dated February 28, 2022.
3.2** |  | Form of Amended and Restated Memorandum and Articles of Association of Caravelle International Group, as they shall be in effect upon Closing (included as Annex B to the proxy statement/prospectus).
4.1* |  | Specimen Unit Certificate of Pacifico Acquisition Corp. (incorporated by reference to Exhibit 4.1 of registration statement on Form S-1 filed with the SEC on July 20, 2021).
4.2** |  | Specimen Ordinary Share Certificate of Caravelle International Group.
4.4* |  | Unit Purchase Option, dated September 16, 2021, by and between the Registrant and Chardan (incorporated by reference to Exhibit 4.2 of Form 8-K filed with the SEC on September 17, 2021).
5.1** |  | Opinion of Maples and Calder (Hong Kong) LLP as to validity of Caravelle International Group Ordinary Shares.
5.2** |  | Opinion of Jun He Law Offices LLC as to the validity of Caravelle International Group UPOs.
10.1* |  | Form of Shareholder Support Agreement (incorporated by reference to Exhibit 10.1 of Form 8-K filed with the SEC on April 6, 2022).
10.2* |  | Form of Sponsor Support Agreement.
10.3* |  | Form of Lock-Up Agreement.
10.4* |  | Form of Amended and Restated Registration Rights Agreement (incorporated by reference to Exhibit 10.4 of Form 8-K filed with the SEC on April 6, 2022).
10.5* |  | Form of PIPE Subscription Agreement.
10.6** |  | Form of Employment Agreement between of Caravelle International Group and of Caravelle International Group’s executive officers.
21.1** |  | List of subsidiaries of Caravelle International Group.
23.1** |  | Consent of UHY LLP.
23.2** |  | Consent of Friedman LLP.
23.3** |  | Consent of Maples and Calder (Hong Kong) LLP (included in Exhibit 5.1).
23.4** |  | Consent of Jun He Law Offices LLC (included in Exhibit 5.2).
24.1** |  | Powers of Attorney.
99.1** |  | Form of Proxy Card for Pacifico Acquisition Corp.’s Special Meeting of Stockholders.
107** |  | Filing Fee Table.

____________

* Filed herewith

** To be filed by amendment

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# Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant hereby undertakes to furnish copies of any of the omitted schedules and exhibits upon request by the U.S. Securities and Exchange Commission.

Item 22. Undertakings

A. PubCo hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, as amended, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) To file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A of Form 20-F at the start of any delayed offering or throughout a continuous offering.

(5) For purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

B. PubCo hereby undertakes:

(1) that prior to any public reoffering of the securities registered hereunder through use of a prospectus which is a part of this registration statement, by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c), that such reoffering prospectus will contain the information called for by the applicable registration form with respect to reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.

(2) that every prospectus: (i) that is filed pursuant to paragraph (1) immediately preceding, or (ii) that purports to meet the requirements of Section 10(a)(3) of the Act and is used in connection with an offering of securities subject to Rule 415, will be filed as a part of an amendment to the registration statement and will not be used until such amendment is effective, and that, for purposes of determining

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any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

C. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

D. The undersigned registrant hereby undertakes (i) to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11, or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

E. The undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

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SIGNATURES AND POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in [•], on the [•] day of [•], 2022.

|  | Caravelle International Group
|  | By: |  |
|  | Name: |  | Guohua Zhang
|  | Title: |  | Director

KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature appears below constitutes and appoints [•] and [•], and each of them acting singly, his or her true and lawful attorney-in-fact, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments including post-effective amendments to this registration statement and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-in-fact or his or her substitute may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following person on [•], 2022 in the capacities indicated.

Name |  | Title |  | Date
|  | Chief Executive, Director, and |  | , 2022
Guohua Zhang |  | Chairman of the Board |  |
|  | Chief Shipping Officer and Director |  | , 2022
Dong Zhang |  |  |  |
|  | Director |  | , 2022
Edward Cong Wang |  |  |  |

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