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United States securities and exchange commission logo





                             September 1, 2022

       Guohua Zhang
       Chief Executive Officer and Chairman of the Board
       Caravelle International Group
       60 Paya Lebar Road
       #06-17 Paya Lebar Square
       Singapore 409051

                                                        Re: Caravelle
International Group
                                                            Amendment No. 2 to
Draft Registration Statement on Form F-4
                                                            Submitted August
18, 2022
                                                            CIK No. 0001928948

       Dear Mr. Zhang:

             We have reviewed your amended draft registration statement and
have the following
       comments. In some of our comments, we may ask you to provide us with
information so we
       may better understand your disclosure.

              Please respond to this letter by providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
       believe an amendment is appropriate, please tell us why in your
response.

             After reviewing the information you provide in response to these
comments and your
       amended draft registration statement or filed registration statement, we
may have additional
       comments.

       Amendment No. 2 to Registration Statement on Form F-4 submitted August
18, 2022

       Material U.S. Federal Income Tax Consequences of the Business
Combination, page 94

   1.                                                   We note your response
to prior comment 18. Please revise your disclosure in this section
                                                        to name counsel having
provided the tax opinion at Exhibit 8.1, and to state clearly that
                                                        the disclosure in this
section of the prospectus is the opinion of the named counsel. For
                                                        guidance, refer to
Section III.B.2 of Staff Legal Bulletin 19.
       Caravelle's Business, page 107

   2.                                                   We note your responses
to prior comments 19 and 20, including added disclosure
                                                        indicating that
Caravelle now expects to launch the CO-Tech business in Q4 2022. Please
 Guohua Zhang
FirstName  LastNameGuohua
Caravelle International GroupZhang
Comapany 1,
September  NameCaravelle
              2022         International Group
September
Page 2     1, 2022 Page 2
FirstName LastName
         revise your risk factor summary and risk factor disclosures, at pages
23 and 36,
         respectively, to clearly disclose that Caravelle   s overall business
operations is not
         currently carbon-neutral, and substantiate how, in view of your
current timetable, you
         consider the CO-Tech business to be "newly launched" or "recently
launched." As
         appropriate, please revise throughout your filing regarding the new
CO-Tech business.
Shipping + Wood Drying + Carbon Trading = Carbon Neutral Ocean Technology
Industry, page
121

3.       We note your response to prior comment 22, including added disclosure
in this section
         that, as of the date of your proxy statement/prospectus, the CO-Tech
business line has yet
         to launch. Please revise to additionally highlight, in this section,
that your CO-Tech
         solutions model has no historical operations and has yet to generate
revenues.
Enforceability of Civil Liabilities Under U.S. Securities Law, page 183

4.       We note your response to prior comment 25 and reissue it in part.
Given that your CFO
         and COO candidates reside in China, revise to discuss more
specifically the limitations on
         investors being able to effect service of process and enforce civil
liabilities in China, lack
         of reciprocity and treaties, and cost and time constraints.
Signature Page, page II-4

5.       Revise the signature page of the registration statement to clarify
that it is signed by the
         registrant's principal executive officer, its principal financial
officer, its controller or
         principal accounting officer, and at least a majority of the board of
directors or persons
         performing similar functions. See Instruction 1 to Signatures to Form
F-4.
Exhibits

6.       Please file a signed and dated copy of Exhibit 10.8, the Form of Ship
Chartering
         Agreement between Topsheen Shipping Limited and Topsheen Shipping
Singapore Pte.
         Ltd. Please similarly file a signed copy of Exhibit 10.7, the Loan
Agreement, dated April
         9, 2020, between Topsheen Shipping Singapore PTE. LTD. and DBS Bank
Ltd.
General

7.       We note your responses to prior comments 14 and 26. Please reconcile
these responses to
         your responses to comments 11 and 39 in your response letter dated
July 18, 2022. In
         your July 18, 2022 response letter, you stated that a majority of your
officers and directors
         live in China and Hong Kong and that all of your revenues are
generated in China and
         Hong Kong.
8.       We note your responses to prior comments 1, 3, 4, 5, 6, 8, 9, 10, 11,
and 26. Given your
         added disclosure that 30% of Caravelle's cash transfer payments occur
with banks inside
         China, Hong Kong, and/or Macau; that more than 30% of Caravelle's
shipping revenues
         are derived from China; and that Caravelle has some assets in China,
please provide
 Guohua Zhang
Caravelle International Group
September 1, 2022
Page 3
       additional analysis explaining how you determined that the legal and
operational risks
       associated with operating in China and Hong Kong would not also apply to
PubCo   s
       (Caravelle International Group) operations in China and Hong Kong. We
further note
       your plans to launch your CO-Tech business which will have operations in
China and
       Hong Kong.
9.     We note your response to prior comment 27 and reissue it in part. Please
tell us whether
       anyone or any entity associated with or otherwise involved in the
transaction, is, is
       controlled by, or has substantial ties with a non-U.S. person. If so,
also include risk factor
       disclosure that addresses how this fact could impact your ability to
complete your initial
       business combination. For instance, discuss the risk to investors that
you may not be able
       to complete an initial business combination should the transaction be
subject to review by
       a U.S. government entity, such as the Committee on Foreign Investment in
the United
       States (CFIUS), or ultimately prohibited. Further, disclose that the
time necessary for
       government review of the transaction or a decision to prohibit the
transaction could
       prevent you from completing an initial business combination and require
you to liquidate.
       Disclose the consequences of liquidation to investors, such as the
losses of the investment
       opportunity in a target company, any price appreciation in the combined
company, and the
       warrants, which would expire worthless.
        You may contact Yong Kim, Staff Accountant, at (202) 551-3323 or Gus
Rodriguez,
Accounting Branch Chief, at (202) 551-3752 if you have questions regarding
comments on the
financial statements and related matters. Please contact Liz Packebusch, Staff
Attorney, at (202)
551-8749 or Loan Lauren Nguyen, Legal Branch Chief, at (202) 551-3642 with any
other
questions.



                                                              Sincerely,
FirstName LastNameGuohua Zhang
                                                              Division of
Corporation Finance
Comapany NameCaravelle International Group
                                                              Office of Energy
& Transportation
September 1, 2022 Page 3
cc:       Giovanni Caruso
FirstName LastName
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