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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to High-Trend International Group
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| September 5, 2025 |
As filed with the Securities and Exchange Commission on September 5, 2025 As filed with the Securities and Exchange Commission on September 5, 2025 Registration No. |
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| September 5, 2025 |
Description of Ordinary Shares Exhibit 2.1 Description of Ordinary Shares The following description of the material terms of the share capital of High-Trend International Group includes a summary of specified provisions of our Third Amended and Restated Memorandum and Articles of Association. References in this section to “High-Trend,” “we”, “our” or “us” refer to High-Trend International Group, an exempted company incorporated |
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| September 5, 2025 |
Ex-Filing Fees CALCULATION OF FILING FEE TABLES F-3 High-Trend International Group Table 1: Newly Registered and Carry Forward Securities Line Item Type Security Type Security Class Title Notes Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees to be Paid Equity Class A ordinary shares, $0. |
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| August 28, 2025 |
High-Trend International Group Announces $5 Million Share Repurchase Program Exhibit 99.1 High-Trend International Group Announces $5 Million Share Repurchase Program Singapore, Aug 28, 2025 /PRNewswire/ - High-Trend International Group (the “Registrant” or the “Company”) (NASDAQ: HTCO), a global ocean technology company announced today announced that its board of directors has formally approved a new share repurchase program (the “Share Repurchase Program”). Under this pr |
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| August 28, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2025 Commission File Number 001-41573 HIGH-TREND INTERNATIONAL GROUP (Translation of registrant’s name into English) 60 Paya Lebar Road #06-17 Paya Lebar Square Singapore 409051 + 1 646 749 |
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| August 25, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2025 Commission File Number 001-41573 HIGH-TREND INTERNATIONAL GROUP (Translation of registrant’s name into English) 60 Paya Lebar Road #06-17 Paya Lebar Square Singapore 409051 + 1 646 749 |
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| August 25, 2025 |
Exhibit 99.1 High-Trend International Group Announces Regained Compliance With the Minimum Bid Price Requirement of Nasdaq Signapore, Aug 25, 2025 /PRNewswire/ - High-Trend International Group (the “Registrant” or the “Company”) (NASDAQ: HTCO), a global ocean technology company announced that it received a notification letter from the Listing Qualifications Department of the Nasdaq Stock Market (“ |
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| August 8, 2025 |
Exhibit 99.1 HIGH-TREND INTERNATIONAL GROUP AND SUBSIDIARIES INDEX TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Unaudited Condensed Consolidated Financial Statements Unaudited Condensed Consolidated Balance Sheets as of April 30, 2025 and October 31, 2024 F-2 Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss for the six months ended April 30, 2025 and 202 |
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| August 8, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2025 Commission File Number 001-41573 HIGH-TREND INTERNATIONAL GROUP (Translation of registrant’s name into English) 60 Paya Lebar Road #06-17 Paya Lebar Square Singapore 409051 + 1 (646) 7 |
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| August 8, 2025 |
MANAGEMENT’S DISCUSSION AND ANALYSIS Exhibit 99.2 MANAGEMENT’S DISCUSSION AND ANALYSIS You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our unaudited condensed consolidated financial statements and the related notes. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results and the timing of selected events |
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| August 4, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2025 Commission File Number 001-41573 HIGH-TREND INTERNATIONAL GROUP (Translation of registrant’s name into English) 60 Paya Lebar Road #06-17 Paya Lebar Square Singapore 409051 + 1 646 749 |
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| August 4, 2025 |
High-Trend International Group Announce the Reverse Split Record Date Exhibit 99.1 High-Trend International Group Announce the Reverse Split Record Date NEW YORK, Aug 4, 2025 /PRNewswire/ - High-Trend International Group (the “Registrant” or the “Company”) (NASDAQ: HTCO), a global ocean technology company is reporting that its board of directors (the “Board”) has approved a reverse stock split (the “Reverse Stock Split”) of the Company’s Class A ordinary shares, a p |
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| July 18, 2025 |
High-Trend International Group Held Extraordinary General Meeting for Share Capital Restructure Exhibit 99.1 High-Trend International Group Held Extraordinary General Meeting for Share Capital Restructure SINGAPORE, July 18, 2025 /PRNewswire/ - High-Trend International Group (the “Registrant” or the “Company”) (NASDAQ: HTCO), a global ocean technology company, today announced a correction to its press release issued on July 17, 2025, in order to provide clarification about the time of effect |
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| July 18, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K/A REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of July 2025 Commission File Number 001-41573 HIGH-TREND INTERNATIONAL GROUP (Translation of registrant’s name into English) 60 Paya Lebar Road #06-17 Paya Lebar Square Singapore 409051 + 1 (646) 7 |
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| July 18, 2025 |
Exhibit 3.1 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES THIRD AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF High-Trend International Group (Adopted pursuant to a special resolution passed on 16 July 2025) THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES THIRD AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF HIGH-TRE |
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| July 17, 2025 |
Exhibit 3.1 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES THIRD AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF High-Trend International Group (Adopted pursuant to a special resolution passed on 16 July 2025) THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES THIRD AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF HIGH-TRE |
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| July 17, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of July 2025 Commission File Number 001-41573 HIGH-TREND INTERNATIONAL GROUP (Translation of registrant’s name into English) 60 Paya Lebar Road #06-17 Paya Lebar Square Singapore 409051 + 1 (646) 749 |
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| July 17, 2025 |
High-Trend International Group Held Extraordinary General Meeting for Share Capital Restructure Exhibit 99.1 High-Trend International Group Held Extraordinary General Meeting for Share Capital Restructure SINGAPORE, July 17, 2025 /PRNewswire/ - High-Trend International Group (the “Registrant” or the “Company”) (NASDAQ: HTCO), a global ocean technology company, held its Extraordinary General Meeting of Shareholders (the “Meeting”) on July 16, 2025. At the Meeting, the shareholders voted to ap |
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| June 30, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of June 2025 Commission File Number 001-41573 HIGH-TREND INTERNATIONAL GROUP (Translation of registrant’s name into English) 60 Paya Lebar Road #06-17 Paya Lebar Square Singapore 409051 + 65 8304 837 |
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| June 30, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of June 2025 Commission File Number 001-41573 HIGH-TREND INTERNATIONAL GROUP (Translation of registrant’s name into English) 60 Paya Lebar Road #06-17 Paya Lebar Square Singapore 409051 (65) 8304 837 |
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| June 30, 2025 |
Exhibit 99.1 high-trend international group NOTICE OF 2025 EXTRAORDINARY GENERAL MEETING To be held on july 16, 2025 Notice is hereby given that the 2025 extraordinary general meeting (the “Meeting”) of High-Trend International Group (the “Company”), a Cayman Islands exempted company with limited liability, will be held at Suite 7540, The Empire State Building, 350 Fifth Ave, New York, New York, 1 |
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| June 30, 2025 |
Exhibit 3.1 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES THIRD AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF High-Trend International Group (Adopted pursuant to a special resolution passed on 16 July 2025) THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES THIRD AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF HIGH-TRE |
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| June 11, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K/A REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of June 2025 Commission File Number 001-41573 HIGH-TREND INTERNATIONAL GROUP (Translation of registrant’s name into English) 60 Paya Lebar Road #06-17 Paya Lebar Square Singapore 409051 (65) 8304 8 |
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| June 10, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K/A REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of June 2025 Commission File Number 001-41573 HIGH-TREND INTERNATIONAL GROUP (Translation of registrant’s name into English) 60 Paya Lebar Road #06-17 Paya Lebar Square Singapore 409051 (65) 8304 8 |
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| June 9, 2025 |
Exhibit 99.1 High-Trend International Group Appoints Brian B. Su as Independent Director and Chairman of the Compensation Committee NEW YORK, June 9, 2025 — High-Trend International Group (NASDAQ: HTCO) ("the Company"), a publicly traded international shipping and logistics company, today announced the appointment of Mr. Brian B. Su as an Independent Director and Chairman of the Company’s Compensa |
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| June 9, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of June 2025 Commission File Number 001-41573 HIGH-TREND INTERNATIONAL GROUP (Translation of registrant’s name into English) Office Unit 1125, 11/F, Lee Garden One, 33 Hysan Ave, Causeway Bay, Hong K |
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| March 28, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of March 2025 Commission File Number 001-41573 HIGH-TREND INTERNATIONAL GROUP (Translation of registrant’s name into English) 60 Paya Lebar Road #06-17 Paya Lebar Square Singapore 409051 (65) 8304 83 |
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| March 28, 2025 |
Exhibit 10.1 warrant purchase agreement This Warrant Purchase Agreement (this “Agreement”) is made and entered into as of March 24, 2025 by and among High-Trend International Group, a Cayman Islands exempted company (the “Company”), and High-Trend Holdings USA LLC, a Delaware limited liability company (the “Stockholder”). RECITALS WHEREAS, pursuant to the Company’s Second Amended and Restated Memo |
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| March 13, 2025 |
Christopher Nixon Cox Named Chairman of High-Trend International Group Exhibit 99.1 Christopher Nixon Cox Named Chairman of High-Trend International Group SINGAPORE, March 13, 2025 / PRNewswire — High-Trend International Group (NASDAQ: HTCO) (the “Company”), an international shipping company, today announced the appointment of Christopher Nixon Cox, as Chairman of the Company, effective immediately. Mr. Cox, a venture capitalist and advocate for socially impactful in |
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| March 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of March 2025 Commission File Number 001-41573 HIGH-TREND INTERNATIONAL GROUP (Translation of registrant’s name into English) 60 Paya Lebar Road #06-17 Paya Lebar Square Singapore 409051 (65) 8304 83 |
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| March 11, 2025 |
Exhibit 99.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”) is dated as of March 9, 2025, by and between High-Trend International Group, a Cayman Islands company, (the “Company”), and the purchaser identified on the signature page hereto (the “Purchaser”). RECITALS WHEREAS, the Company and the Purchaser are executing and delivering this Agreement in accordance w |
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| March 11, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of March 2025 Commission File Number 001-41573 HIGH-TREND INTERNATIONAL GROUP (Translation of registrant’s name into English) 60 Paya Lebar Road #06-17 Paya Lebar Square Singapore 409051 (65) 8304 83 |
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| March 11, 2025 |
Exhibit 99.2 High-Trend International Group Announces the Completion of a $4,452,999 Private Placement of Ordinary Shares to Its Co-Founder, Mr. Dong Zhang At a Price of $2.62 Per Share with a Three-year Lock-up SINGAPORE, March 11, 2025 / PRNewswire — High-Trend International Group (NASDAQ: HTCO) (the “Company”), an international shipping company, today announced that Mr. Dong Zhang, a co-founder |
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| February 27, 2025 |
COMPENSATION RECOVERY POLICY As adopted on August 29, 2024 Exhibit 97.1 COMPENSATION RECOVERY POLICY As adopted on August 29, 2024 High-Trend International Group (the “Company”), formerly known as Caravelle International Group, is committed to strong corporate governance. As part of this commitment, the Company’s board of directors (the “Board”) has adopted this clawback policy called the Compensation Recovery Policy (the “Policy”). The Policy is intended |
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| February 27, 2025 |
Exhibit 13.1 Certification by the Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the Annual Report of High-Trend International Group (the “Company”) on Form 20-F for the year ended October 31, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Shixuan He, Chief Executive Officer of the Company, c |
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| February 27, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended October 31, 2024 OR ☐ TRANSITIONAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT |
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| February 27, 2025 |
Exhibit 12.2 Certification by the Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Zi Xia, certify that: 1. have reviewed this annual report on Form 20-F of High-Trend International Group; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in l |
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| February 27, 2025 |
Exhibit 12.1 Certification by the Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Shixuan He, certify that: 1. have reviewed this annual report on Form 20-F of High-Trend International Group; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, |
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| February 27, 2025 |
Exhibit 13.2 Certification by the Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the Annual Report of High-Trend International Group (the “Company”) on Form 20-F for the year ended October 31, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Zi Xia, Chief Financial Officer of the Company, certi |
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| January 31, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of January 2025 Commission File Number 001-41573 HIGH-TREND INTERNATIONAL GROUP (Translation of registrant’s name into English) Office Unit 1125, 11/F, Lee Garden One, 33 Hysan Ave, Causeway Bay, Hon |
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| January 31, 2025 |
Exhibit 3.1 Registrar of Companies Government Administration Building 133 Elgin Avenue George Town Grand Cayman Caravelle International Group (ROC#387832) (the “Company”) TAKE NOTICE that at the Annual General Meeting of the Company held on 3 January 2025, the following resolutions were passed: - Change of the Name of the Company Resolution 1 “RESOLVED, AS A SPECIAL RESOLUTION, THAT the name of th |
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| January 16, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K/A REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of January 2025 Commission File Number 001-41573 CARAVELLE INTERNATIONAL GROUP (Translation of registrant’s name into English) Office Unit 1125, 11/F, Lee Garden One, 33 Hysan Ave, Causeway Bay, Ho |
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| January 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of January 2025 Commission File Number 001-41573 CARAVELLE INTERNATIONAL GROUP (Translation of registrant’s name into English) Office Unit 1125, 11/F, Lee Garden One, 33 Hysan Ave, Causeway Bay, Hong |
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| January 13, 2025 |
Exhibit 99.1 Caravelle International Group Appoints Shixuan He as A Director and the Chief Executive Officer and Xuanhua Xi as An Independent Director and the Chairman of the Audit Committee Singapore, January 13, 2025 / PRNewswire — Caravelle International Group (NASDAQ: HTCO), a global ocean technology company, today announced the appointment of Shixuan He as a director and the Chief Executive O |
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| January 3, 2025 |
Caravelle International Group Holds Annual General Meeting Exhibit 99.1 Caravelle International Group Holds Annual General Meeting Hong Kong, January 3, 2025 / PRNewswire — Caravelle International Group (NASDAQ: HTCO)(the “Company”), a global ocean technology company, today announced that the Company’s annual shareholder meeting was held on January 3, 2025. At the Annual Meeting, the shareholders voted to approve (1) the proposed change of the name of the |
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| January 3, 2025 |
Exhibit 3.1 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES SECOND AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF High-Trend International Group (Adopted pursuant to a special resolution passed on [●] 2025) THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES SECOND AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF HIGH-TREND |
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| January 3, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of January 2025 Commission File Number 001-41573 CARAVELLE INTERNATIONAL GROUP (Translation of registrant’s name into English) Office Unit 1125, 11/F, Lee Garden One, 33 Hysan Ave, Causeway Bay, Hong |
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| November 25, 2024 |
caravelle international group NOTICE OF 2024 annual GENERAL MEETING To be held on JanUARY 3, 2025 Exhibit 99.1 caravelle international group NOTICE OF 2024 annual GENERAL MEETING To be held on JanUARY 3, 2025 Notice is hereby given that the 2024 annual general meeting (the “Meeting”) of Caravelle International Group (the “Company”), a Cayman Islands exempted company with limited liability, will be held remotely via https://web.lumiconnect.com/277786843 on January 3, 2025 at 10:00 am EST, for t |
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| November 25, 2024 |
Exhibit 3.1 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES SECOND AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF High-Trend International Group (Adopted pursuant to a special resolution passed on [●] 2025) THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES SECOND AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF HIGH-TREND |
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| November 25, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2024 Commission File Number 001-41573 CARAVELLE INTERNATIONAL GROUP (Translation of registrant’s name into English) Office Unit 1125, 11/F, Lee Garden One, 33 Hysan Ave, Causeway Bay, Hon |
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| November 18, 2024 |
Caravelle International Group Regains Compliance with Nasdaq Minimum Bid Price Requirement Exhibit 99.1 Caravelle International Group Regains Compliance with Nasdaq Minimum Bid Price Requirement Hong Kong, November 18, 2024 / PRNewswire — Caravelle International Group (NASDAQ: HTCO), a global ocean technology company, today announced that it received a notification letter from the Listing Qualifications Department of the Nasdaq Stock Market (“Nasdaq”), informing the Company that it has |
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| November 18, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2024 Commission File Number 001-41573 CARAVELLE INTERNATIONAL GROUP (Translation of registrant’s name into English) Office Unit 1125, 11/F, Lee Garden One, 33 Hysan Ave, Causeway Bay, Hon |
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| October 31, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of October 2024 Commission File Number 001-41573 CARAVELLE INTERNATIONAL GROUP (Translation of registrant’s name into English) Office Unit 1125, 11/F, Lee Garden One, 33 Hysan Ave, Causeway Bay, Hong |
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| October 31, 2024 |
Exhibit 99.1 CARAVELLE INTERNATIONAL GROUP AND SUBSIDIARIES INDEX TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Unaudited Condensed Consolidated Financial Statements Unaudited Condensed Consolidated Balance Sheets as of April 30, 2024 and October 31, 2023 F-2 Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss for the six months ended April 30, 2024 and 2023 |
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| October 31, 2024 |
MANAGEMENT’S DISCUSSION AND ANALYSIS Exhibit 99.2 MANAGEMENT’S DISCUSSION AND ANALYSIS You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our unaudited condensed consolidated financial statements and the related notes. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results and the timing of selected events |
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| October 30, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K/A (Amendment No.1) REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of October 2024 Commission File Number 001-41573 CARAVELLE INTERNATIONAL GROUP (Translation of registrant’s name into English) Office Unit 1125, 11/F, Lee Garden One, 33 Hysan Ave, |
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| October 30, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of October 2024 Commission File Number 001-41573 CARAVELLE INTERNATIONAL GROUP (Translation of registrant’s name into English) Office Unit 1125, 11/F, Lee Garden One, 33 Hysan Ave, Causeway Bay, Hong |
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| October 30, 2024 |
Caravelle International Group Appoints Jinyu Chang as Chairman and Xin He As An Independent Director Exhibit 99.1 Caravelle International Group Appoints Jinyu Chang as Chairman and Xin He As An Independent Director Singapore, October 30, 2024 / PRNewswire — Caravelle International Group (NASDAQ: HTCO), a global ocean technology company, today announced the appointment of Jinyu Chang as Chairman of the Board of Directors and Xin He as an independent director and Chair of the Audit Committee. These |
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| October 30, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of October 2024 Commission File Number 001-41573 CARAVELLE INTERNATIONAL GROUP (Translation of registrant’s name into English) Office Unit 1125, 11/F, Lee Garden One, 33 Hysan Ave, Causeway Bay, Hong |
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| October 30, 2024 |
Caravelle International Group Appoints Jinyu Chang as Chairman and Xin He As An Independent Director Exhibit 99.1 Caravelle International Group Appoints Jinyu Chang as Chairman and Xin He As An Independent Director Singapore, October 30, 2024 / PRNewswire — Caravelle International Group (NASDAQ: HTCO), a global ocean technology company, today announced the appointment of Jinyu Chang as Chairman of the Board of Directors and Xin He as an independent director and Chair of the Audit Committee. These |
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| October 23, 2024 |
Exhibit 99.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of [*], 2024, between Caravelle International Group, a company incorporated under the laws of the Cayman Islands (the “Company”), and the purchaser identified on the signature pages hereto (together with its successor and assign, the “Investor”). WHEREAS, subject to the terms and conditions |
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| October 23, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of October 2024 Commission File Number 001-41573 CARAVELLE INTERNATIONAL GROUP (Translation of registrant’s name into English) 60 Paya Lebar Road #05-47 Paya Lebar Square Singapore 409051 +6598978002 |
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| October 23, 2024 |
Exhibit 99.2 THIS NOTE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILAB |
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| October 17, 2024 |
Exhibit 12.1 Certification by the Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Hanxi Chang, certify that: 1. have reviewed this annual report on Form 20-F of Caravelle International Group; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, |
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| October 17, 2024 |
October 17, 2024 Via EDGAR Ms. Yolanda Guobadia Mr. John Cannarella Division of Corporation Finance Office of Energy & Transportation U.S. Securities and Exchange Commission Re: Caravelle International Group Form 20-F for the Fiscal Year ended October 31, 2023 Filed September 9, 2024 File No. 001- 41573 Dear Ms. Guobadia and Mr. Canarella: This letter is in response to the letter dated September 2 |
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| October 17, 2024 |
Exhibit 12.2 Certification by the Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Zi Xia, certify that: 1. have reviewed this annual report on Form 20-F of Caravelle International Group; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in li |
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| October 17, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F/A (Amendment No. 1) ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended October 31, 2023 OR ☐ TRANSITIONAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECU |
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| September 27, 2024 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D (Rule 13d-101) Information to be Included in Statements Filed Pursuant to § 240. |
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| September 25, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of September 2024 Commission File Number 001-41573 CARAVELLE INTERNATIONAL GROUP 60 Paya Lebar Road #05-47 Paya Lebar Square Singapore 409051 Tel: +6598978002 (Address, Including ZIP Code, and Teleph |
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| September 25, 2024 |
Caravelle International Group Announces New Ticker Symbol EXHIBIT 99.1 Caravelle International Group Announces New Ticker Symbol SINGAPORE, September 25, 2024 /PRNewswire— Caravelle International Group (the “Company”, Nasdaq: CACO), a global ocean technology company, today announced that its stock ticker will change to HTCO. As of September 30, 2024, all stock trading, filings, and market related information will be reported under the new symbol HTCO. Th |
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| September 20, 2024 |
Exhibit 99.2 THIS NOTE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILAB |
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| September 20, 2024 |
Exhibit 99.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of [*], 2024, between Caravelle International Group, a company incorporated under the laws of the Cayman Islands (the “Company”), and the purchaser identified on the signature pages hereto (together with its successor and assign, the “Investor”). WHEREAS, subject to the terms and conditions |
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| September 20, 2024 |
CARAVELLE INTERNATIONAL GROUP WARRANT TO PURCHASE SHARES Exhibit 99.3 THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGI |
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| September 20, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of September 2024 Commission File Number 001-41573 CARAVELLE INTERNATIONAL GROUP (Translation of registrant’s name into English) 60 Paya Lebar Road #05-47 Paya Lebar Square Singapore 409051 +65989780 |
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| September 10, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of September 2024 Commission File Number 001-41573 CARAVELLE INTERNATIONAL GROUP (Translation of registrant’s name into English) 60 Paya Lebar Road #05-47 Paya Lebar Square Singapore 409051 +65989780 |
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| September 9, 2024 |
Exhibit 4.2 TERMINATION AGREEMENT This Termination Agreement (the “Agreement”), dated as of August 5, 2024, is by and between Caravelle International Group (the “Company”) and Lind Global Partners II LLC. (the “Seller” and together with the Company, each individually a “Party” and collectively the “Parties”). Caravelle International Group (the “Company”) closed a private placement financing on Jan |
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| September 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of September 2024 Commission File Number 001-41573 CARAVELLE INTERNATIONAL GROUP (Translation of registrant’s name into English) 60 Paya Lebar Road #05-47 Paya Lebar Square Singapore 409051 +65989780 |
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| September 9, 2024 |
Caravelle International Group Insider Trading Policy (September 2024) Exhibit 19.1 Caravelle International Group Insider Trading Policy (September 2024) This Insider Trading Policy describes the standards of Caravelle International Group and its subsidiaries (the “Company”) on trading, and causing the trading of, the Company’s securities or securities of certain other publicly traded companies while in possession of confidential information. This Policy is divided i |
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| September 9, 2024 |
note and warrant PURCHASE AGREEMENT Exhibit 4.1 note and warrant PURCHASE AGREEMENT This Note and Warrant Purchase and Settlement Agreement (the “Agreement”), dated as of August 5, 2024, is by and between Caravelle International Group (the “Company”) and Lind Global Partners II LLC. (the “Seller” and together with the Company, each individually a “Party” and collectively the “Parties”). WITNESSETH: whereas, the Company closed a priv |
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| September 9, 2024 |
Exhibit 13.2 Certification by the Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the Annual Report of Caravelle International Group (the “Company”) on Form 20-F for the year ended October 31, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Zi Xia, Chief Financial Officer of the Company, certif |
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| September 9, 2024 |
Exhibit 12.1 Certification by the Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Hanxin Chang, certify that: 1. I have reviewed this annual report on Form 20-F of Caravelle International Group; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements mad |
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| September 9, 2024 |
Exhibit 13.1 Certification by the Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the Annual Report of Caravelle International Group (the “Company”) on Form 20-F for the year ended October 31, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Hanxin Chang, Chief Executive Officer of the Company, |
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| September 9, 2024 |
Caravelle International Group Code of Ethics and Business Conduct (September 2024) Exhibit 14.1 Caravelle International Group Code of Ethics and Business Conduct (September 2024) 1. Introduction. 1.1. The Board of Directors (the “Board”) of Caravelle International Group (the “Company”) has adopted this Code of Ethics and Business Conduct (the “Code”) in order to: (a) promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest; ( |
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| September 9, 2024 |
Caravelle International Group COMPENSATION RECOVERY POLICY As adopted on September ___, 2024 Exhibit 97.1 Caravelle International Group COMPENSATION RECOVERY POLICY As adopted on September , 2024 Caravelle International Group (the “Company”) is committed to strong corporate governance. As part of this commitment, the Company’s board of directors (the “Board”) has adopted this clawback policy called the Compensation Recovery Policy (the “Policy”). The Policy is intended to further the Comp |
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| September 9, 2024 |
Exhibit 12.2 Certification by the Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Zi Xia, certify that: 1. I have reviewed this annual report on Form 20-F of Caravelle International Group; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in |
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| September 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended October 31, 2023 OR ☐ TRANSITIONAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT |
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| August 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2024 Commission File Number 001-41573 CARAVELLE INTERNATIONAL GROUP (Translation of registrant’s name into English) 60 Paya Lebar Road #05-47 Paya Lebar Square Singapore 409051 +6598978002 |
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| August 12, 2024 |
Exhibit 16.1 August 12, 2024 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Dear Commissioners: We have read the statements made by Caravelle International Group under Item 16.1 of its Form 6-K dated August 12, 2024. We agree with the statements concerning our Firm in such Form 6-K; we are not in a position to agree or disagree with other statements of Caravelle Interna |
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| August 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2024 Commission File Number 001-41573 CARAVELLE INTERNATIONAL GROUP (Translation of registrant’s name into English) 60 Paya Lebar Road #05-47 Paya Lebar Square Singapore 409051 +6598978002 |
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| August 9, 2024 |
Caravelle International Group Announces a Note and Warrant Purchase and Settlement Agreement Exhibit 99.1 Caravelle International Group Announces a Note and Warrant Purchase and Settlement Agreement SINGAPORE, August 8, 2024 /PRNewswire/ - Caravelle International Group (the “Company”, Nasdaq: CACO), a global ocean technology company, today announced that it has entered some agreements ( the “Agreements”) with two institutional investors (the “Investors”) to terminate all terms and provisi |
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| July 31, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of July 2024 Commission File Number 001-41573 CARAVELLE INTERNATIONAL GROUP (Translation of registrant’s name into English) 60 Paya Lebar Road #05-47 Paya Lebar Square Singapore 409051 +6598978002 (A |
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| July 24, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of July 2024 Commission File Number 001-41573 CARAVELLE INTERNATIONAL GROUP (Translation of registrant’s name into English) 60 Paya Lebar Road #05-47 Paya Lebar Square Singapore 409051 +6598978002 (A |
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| July 18, 2024 |
EX-99.1 2 ea020966001ex99-1carav.htm JOINT FILING AGREEMENT DATED JULY 18, 2024 Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such person co |
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| July 18, 2024 |
CACO / Caravelle International Group / Chang Jinyu - SCHEDULE 13D Activist Investment SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D (Rule 13d-101) Information to be Included in Statements Filed Pursuant to § 240. |
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| July 15, 2024 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D/A (Rule 13d-101) Information to be Included in Statements Filed Pursuant to § 240. |
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| July 15, 2024 |
Exhibit 4.1 Stock Purchase Agreement THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered on July 11, 2024 by and between Galion-Group Co., Ltd. (the “Seller”), a limited company duly incorporated and validly existing under the laws of the British Virgin Islands with the BVI company number 2057380, and HIGH-TREND HOLDINGS USA LLC (the “Purchaser”), a corporation duly incorporated a |
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| July 9, 2024 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D/A (Rule 13d-101) Information to be Included in Statements Filed Pursuant to § 240. |
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| July 9, 2024 |
SETTLEMENT AND STOCK PLEDGE AGREEMENT Exhibit 4.1 SETTLEMENT AND STOCK PLEDGE AGREEMENT This SETTLEMENT AND STOCK PLEDGE AGREEMENT, dated as of July 4, 2024 (this “Agreement”), is made by and among Galion-Group Co., Ltd (the “Pledgor”), a limited company duly incorporated and validly existing under the laws of the British Virgin Islands with the BVI company number 2057380, Mr. Guohua Zhang (the “Beneficial Owner”), a citizen of the Pe |
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| June 11, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of June 2024 Commission File Number 001-41573 CARAVELLE INTERNATIONAL GROUP (Translation of registrant’s name into English) 60 Paya Lebar Road #05-47 Paya Lebar Square Singapore 409051 +6598978002 (A |
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| June 5, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of June 2024 Commission File Number 001-41573 CARAVELLE INTERNATIONAL GROUP (Translation of registrant’s name into English) 60 Paya Lebar Road #06-17 Paya Lebar Square Singapore 409051 (Address of pr |
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| May 6, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2024. Commission File Number 001-41573 CARAVELLE INTERNATIONAL GROUP (Translation of registrant’s name into English) 60 Paya Lebar Road #06-17 Paya Lebar Square Singapore 409051 (Address of pr |
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| May 6, 2024 |
Caravelle International Group (the “Company”) Notice of Extraordinary General Meeting of the Company Exhibit 99.1 Caravelle International Group (the “Company”) Notice of Extraordinary General Meeting of the Company Notice is hereby given that an Extraordinary General Meeting of the Company (the “EGM”) will be held at 191-195 Avenue Charles de Gaulles, Neuilly sur Seine, Paris, France, with the option for shareholders to attend the EGM virtually at https://us05web.zoom.us/j/83633313304?pwd=a7fTLRl |
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| February 29, 2024 |
Caravelle International Group Reports Half Year 2023 Financial Results Exhibit 99.1 Caravelle International Group Reports Half Year 2023 Financial Results SINGAPORE, February 29, 2024 /PRNewswire/ - Caravelle International Group (the “Company”, Nasdaq: CACO), a trailblazing global ocean technology company, today announced its unaudited and unreviewed financial results for the six months ended April 30, 2023. Half year 2023 Financial Highlights Six Months Ended Year-o |
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| February 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of February 2024 Commission File Number 001-41573 CARAVELLE INTERNATIONAL GROUP (Registrant’s name) 60 Paya Lebar Road #06-17 Paya Lebar Square Singapore 409051 Indicate by check mark whether the |
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| February 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 Notification of Late Filing Commission File Number 001-41573 (Check one) ☐ Form 10-K ☐ Form 11-K ☒ Form 20-F ☐ Form 10-Q ☐ Form N-CSR For Period Ended: April 30, 2023 ☐ Transition Report on Form 10-KSB ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Re |
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| January 11, 2024 |
Caravelle International Group Announces a Private Placement of up to $6.8 Million Exhibit 99.1 Caravelle International Group Announces a Private Placement of up to $6.8 Million SINGAPORE, January 10, 2024 /PRNewswire/ - Caravelle International Group (the “Company”, Nasdaq: CACO), a trailblazing global ocean technology company, today announced that it has entered into a securities purchase agreement with two institutional investors (the “Investors”) on January 5, 2024 to issue a |
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| January 11, 2024 |
Caravelle International Group Senior Secured Original Issue 15% Discount Convertible Promissory Note Exhibit 99.2 THIS NOTE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILAB |
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| January 11, 2024 |
Exhibit 99.4 SECURITY AGREEMENT THIS SECURITY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) dated as of January 10, 2024, between Caravelle International Group, a company incorporated under the laws of the Cayman Islands (the “Company”), (the Company, each Material Subsidiary, and each other Person who becomes a party to this Agreement by |
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| January 11, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of January 2024 Commission File Number 001-41573 CARAVELLE INTERNATIONAL GROUP (Registrant’s name) 60 Paya Lebar Road #06-17 Paya Lebar Square Singapore 409051 Indicate by check mark whether the r |
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| January 11, 2024 |
Exhibit 99.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of January 5, 2024, between Caravelle International Group, a company incorporated under the laws of the Cayman Islands (the “Company”), and the purchasers identified on the signature pages hereto (together with their respective successors and assigns, the “Investor”). WHEREAS, subject to th |
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| January 11, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of January 2024 Commission File Number 001-41573 CARAVELLE INTERNATIONAL GROUP (Registrant’s name) 60 Paya Lebar Road #06-17 Paya Lebar Square Singapore 409051 Indicate by check mark whether the r |
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| January 11, 2024 |
COMMON SHARE PURCHASE WARRANT CARAVELLE INTERNATIONAL GROUP Exhibit 99.3 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST |
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| December 26, 2023 |
Exhibit 99.1 Caravelle International Group Granted Additional 180 Days by Nasdaq to Meet Minimum Bid Price Requirement SINGAPORE, December 26, 2023 /PRNewswire/ - Caravelle International Group (Nasdaq: CACO), a trailblazing global ocean technology company, is pleased to announce that The Nasdaq Stock Market LLC (“Nasdaq”) has granted the company an additional 180-day compliance period, or until Ju |
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| December 26, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of December 2023. Commission File Number 001-41573 CARAVELLE INTERNATIONAL GROUP (Registrant’s name) 60 Paya Lebar Road #06-17 Paya Lebar Square Singapore 409051 Indicate by check mark whether the |
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| November 20, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2023 Commission File Number 001-41573 CARAVELLE INTERNATIONAL GROUP (Registrant’s name) 60 Paya Lebar Road #06-17 Paya Lebar Square Singapore 409051 (Address of principal executive offices) Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. |
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| November 20, 2023 |
Caravelle International Group Announces Receipt of Nasdaq Notification and Outlines Compliance Plan Exhibit 99.1 Caravelle International Group Announces Receipt of Nasdaq Notification and Outlines Compliance Plan SINGAPORE, November 17, 2023 /PRNewswire/ - Caravelle International Group (Nasdaq: CACO), a trailblazing global ocean technology company, today announced that it has received a notification from the Nasdaq Stock Market LLC (“Nasdaq”) regarding its compliance status. The notice, received |
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| November 7, 2023 |
CACO / Caravelle International Group / ZHANG DONG - SCHEDULE 13G Passive Investment SC 13G 1 ea187864-13gzhangcaravelle.htm SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 CARAVELLE INTERNATIONAL GROUP (Name of Issuer) Ordinary Shares, PAR VALUE $.0001 PER SHARE (Title of Class of Securities) G1901X108 (CUSIP Number) 60 PAYA LEBAR ROAD #06-17 PAYA LEBAR SQUARE SINGAPORE 409051 (65) 8304 83 |
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| October 18, 2023 |
CACO / Caravelle International Group / Zhang Guohua - SCHEDULE 13D Activist Investment SC 13D 1 ea186908-13dzhangcaravelle.htm SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D (Rule 13d-101) Information to be Included in Statements Filed Pursuant to § 240.13d-1(a) and Amendments Thereto Filed Pursuant to § 240.13d-2(a) Under the Securities Exchange Act of 1934* CARAVELLE INTERNATIONAL GROUP (Name of Issuer) Ordinary Shares, PAR VALUE $.0001 PER SHARE |
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| August 29, 2023 |
Exhibit 99.1 Caravelle International Group Announces Audited Financial Results for 2022 with 51.9% Revenue Growth and 118.2% Increase in EPS ● Audited revenue for 2022 of $185.3 million, up from $122.0 million in 2021, marking a 51.9% growth. ● Caravelle earned $12.2 million in 2022 vs. $5.3 million in 2021. ● Earnings per share were $0.24 for 2022 vs. $0.11 in 2021, highlighting an increase of 11 |
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| August 29, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2023 Commission File Number 001-41573 CARAVELLE INTERNATIONAL GROUP (Registrant’s name) 60 Paya Lebar Road #06-17 Paya Lebar Square Singapore 409051 (Address of principal executive offices) Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. |
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| August 28, 2023 |
Exhibit 12.1 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO EXCHANGE ACT RULE 13a-14(a)/15d-14(a) AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Guohua Zhang, certify that: 1. I have reviewed this annual report on Form 20-F of Caravelle International Group; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to s |
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| August 28, 2023 |
Exhibit 16.1 August 28, 2023 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Dear Sir or Madam: We have read the Annual Report on Form 20-F dated August 28, 2023 of Caravelle International Group, Ltd. (“Registrant”) and are in agreement with the statements contained under the section of Change in Registrant’s Certifying Accountant as it pertains to our firm; we are not |
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| August 28, 2023 |
Exhibit 2.2 Description of Securities The following description of the material terms of the share capital of Caravelle International Group includes a summary of specified provisions of our Amended and Restated Memorandum and Articles of Association. References in this section to “Caravelle,” “we”, “our” or “us” refer to Caravelle International Group, an exempted company incorporated under the law |
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| August 28, 2023 |
Exhibit 13.2 CERTIFICATION OF THE PRINCIPAL FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of Caravelle International Group (the “Company”) on Form 20-F for the year ended October 31, 2022, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Guohua |
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| August 28, 2023 |
Exhibit 12.2 CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO EXCHANGE ACT RULE 13a-14(a)/15d-14(a) AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Guohua Zhang, certify that: 1. I have reviewed this annual report on Form 20-F of Caravelle International Group; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to s |
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| August 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2023 Commission File Number 001-41573 CARAVELLE INTERNATIONAL GROUP (Registrant’s name) 60 Paya Lebar Road #06-17 Paya Lebar Square Singapore 409051 (Address of principal executive offices) Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. |
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| August 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended October 31, 2022 OR ☐ TRANSITIONAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT |
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| August 28, 2023 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Exhibit 15.1 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION The following unaudited pro forma condensed combined financial information present the combination of the financial information of Caravelle International Group (“Caravelle”) and Pacifico Acquisition Corp. (“Pacifico”) adjusted to give effect to the Business Combination. The following unaudited pro forma condensed combined f |
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| August 28, 2023 |
Exhibit 13.1 CERTIFICATION OF THE PRINCIPAL EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of Caravelle International Group (the “Company”) on Form 20-F for the year ended October 31, 2022, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Guohua |
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| July 21, 2023 |
Exhibit 99.1 Caravelle International Group Granted Extension by Nasdaq to Regain Compliance with Filing Requirements SINGAPORE, July 21, 2023 /PR Newswire/ - Caravelle International Group (Nasdaq: CACO), a global ocean technology company, today announced that that it has received a letter from The Nasdaq Stock Market LLC (“Nasdaq”), granting the Company an extension to regain compliance with Nasda |
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| July 21, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of July 2023 Commission File Number 001-41573 CARAVELLE INTERNATIONAL GROUP (Registrant’s name) 60 Paya Lebar Road #06-17 Paya Lebar Square Singapore 409051 (Address of principal executive offices) Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. |
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| June 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of June 2023 Commission File Number 001-41573 CARAVELLE INTERNATIONAL GROUP (Registrant’s name) 60 Paya Lebar Road #06-17 Paya Lebar Square Singapore 409051 (Address of principal executive offices) Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. |
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| June 13, 2023 |
Exhibit 99.1 CARAVELLE INTERNATIONAL GROUP ANNOUNCES RECEIPT OF NASDAQ NOTIFICATION REGARDING MINIMUM BID PRICE DEFICIENCY SINGAPORE, June 13, 2023 /PR Newswire/ - Caravelle International Group (Nasdaq: CACO), a global ocean technology company, today announced that it received a notification letter dated June 7, 2023 (the “Notice”) from The Nasdaq Stock Market LLC (“Nasdaq”), indicating that the C |
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| May 16, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2023 Commission File Number 001-41573 CARAVELLE INTERNATIONAL GROUP (Registrant’s name) 60 Paya Lebar Road #06-17 Paya Lebar Square Singapore 409051 (Address of principal executive offices) Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. |
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| May 16, 2023 |
Caravelle International Group Announces Receipt of Nasdaq Deficiency Notice Exhibit 99.1 Caravelle International Group Announces Receipt of Nasdaq Deficiency Notice SINGAPORE, May 16, 2023 /PR Newswire/ - Caravelle International Group (Nasdaq: CACO), a global ocean technology company, today announced that it received a notice from The Nasdaq Stock Market LLC (Nasdaq) indicating that, as a result of not having timely filed its Annual Report on Form 20-F for the fiscal year |
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| February 14, 2023 |
MMCAP International Inc. SPC - FORM SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| December 23, 2022 |
Exhibit 15.1 December 23, 2022 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read Item 16F of Form 20-F filed with the U.S. Securities and Exchange Commission on December 23, 2022 of Caravelle International Group (the ?PubCo?) and agree with the statements relating only to UHY LLP contained therein. We have no basis to agree or disagree with othe |
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| December 23, 2022 |
Exhibit 15.2 December 23, 2022 Securities and Exchange Commission 100 F Street NE Washington, D.C. 20549 Dear Commissioners: We have read the statements made by Caravelle International Group under Item 16F of its Shell Company Report on Form 20-F dated December 23, 2022. We agree with the statements concerning our firm in such Form 20-F; we are not in a position to agree or disagree with other sta |
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| December 23, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F (Mark One) ? REGISTRATION STATEMENT PURSUANT TO SECTION 12(B) OR 12(G) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 193 |
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| December 16, 2022 |
8-A12B 1 ea170328-8a12bcaravelle.htm FOR REGISTRATION OF CERTAIN CLASSES UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 CARAVELLE INTERNATIONAL GROUP (Exact name of registrant as specified in its charter) Cayman Islands Not applicable (State |
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| November 9, 2022 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-267558 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 November 9, 2022 and first mailed to the stockholders of Pacifico Acquisition Corp. on or about November 10, 2022 To the Stockholders of P |
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| November 8, 2022 |
November 8, 2022 Via EDGAR Submission Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F Street, N. |
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| November 4, 2022 |
F-4/A 1 ff42022a2caravelle.htm REGISTRATION STATEMENT As Filed with the Securities and Exchange Commission on November 4, 2022 Registration No. 333-267558 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO FORM F-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CARAVELLE INTERNATIONAL GROUP (Exact name of Registrant as specified in its charter) Caym |
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| October 14, 2022 |
Form of Amended and Restated Sponsor Support Agreement. Exhibit 10.2 Execution Version AMENDED AND RESTATED SPONSOR SUPPORT AGREEMENT This AMENDED AND RESTATED SPONSOR SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of October 14, 2022, by and among Caravelle International Group, a Cayman Islands exempted company (“PubCo”), Caravelle Group Co., Ltd., a Cayman Islands exempted company (the “Company”), Pacifico Acquisition Corp., a Delaw |
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| October 14, 2022 |
Loeb & Loeb LLP 345 Park Avenue New York, NY 10154-1895 Main 212.407.4000 Fax 212.407.4990 October 14, 2022 United States Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F Street, N.E. Washington, D.C. 20549 Attn: Liz Packebusch Re: Caravelle International Group Registration Statement on Form F-4 Filed September 22, 2022 File No. 333-267558 |
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| October 14, 2022 |
As Filed with the Securities and Exchange Commission on October 14, 2022 As Filed with the Securities and Exchange Commission on October 14, 2022 Registration No. |
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| October 14, 2022 |
Specimen Ordinary Share Certificate of Caravelle International Group. EX-4.2 2 ff42022a1ex4-2caravelle.htm SPECIMEN ORDINARY SHARE CERTIFICATE OF CARAVELLE INTERNATIONAL GROUP Exhibit 4.2 Caravelle International Group Number Incorporated under the laws of the Cayman Islands Share capital is US$50,000 divided into 500,000,000 Ordinary Shares of a par value of US$0.0001 each THIS IS TO CERTIFY THAT is the registered holder of Ordinary Share(s) in the above-named Compa |
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| September 22, 2022 |
Form of Unit Purchase Option, between Caravelle International Group and Chardan. Exhibit 4.3 THE REGISTERED HOLDER OF THIS PURCHASE OPTION BY ITS ACCEPTANCE HEREOF AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE OPTION EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE OPTION AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE OPTION OR CAUSE IT TO BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT, OR CA |
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| September 22, 2022 |
? Loeb & Loeb LLP 345 Park Avenue New York, NY 10154-1895 Main 212.407.4000 Fax 212.407.4990 September 22, 2022 United States Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F Street, N.E. Washington, D.C. 20549 Attn: Liz Packebusch Re: Caravelle International Group Amendment No. 2 to Draft Registration Statement on Form F-4 Submitted August |
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| September 22, 2022 |
Form of Proxy Card for Pacifico Acquisition Corp.’s Special Meeting of Stockholders. EX-99.1 14 ff42022ex99-1caravelle.htm FORM OF PROXY CARD FOR PACIFICO ACQUISITION CORP.'S SPECIAL MEETING OF STOCKHOLDERS Exhibit 99.1 PROXY CARD PACIFICO ACQUISITION CORP. THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR THE SPECIAL MEETING TO BE HELD ON [ ], 2022 The undersigned, revoking any previous proxies relating to these shares of common stock, hereby acknowledges receipt of the accom |
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| September 22, 2022 |
Exhibit 107 EX-FILING FEES Calculation of Filing Fee Tables FORM F-4 (Form Type) Caravelle International Group (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(1) Proposed Maximum Offering Price Per Security Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to be paid Equity Ordinary Shares, par value $0. |
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| September 22, 2022 |
Loan Agreement, dated April 9, 2020, between Topsheen Shipping Singapore PTE. LTD. and DBS Bank Ltd. EX-10.6 9 ff42022ex10-6caravelle.htm LOAN AGREEMENT, DATED APRIL 9, 2020, BETWEEN TOPSHEEN SHIPPING SINGAPORE PTE. LTD. AND DBS BANK LTD Exhibit 10.6 PRIVATE & CONFIDENTIAL Relationship Manager: Ms Janet Koh Contact No: 6878 4537 9 Apr 2020 TOPSHEEN SHIPPING SINGAPORE PTE. LTD. 60 Paya Lebar Road #06-17 Paya Lebar Square Singapore 409051 Attn: Mr Zhang Dong Dear Sirs BANKING FACILITY(IES) We are p |
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| September 22, 2022 |
Exhibit 10.5 Strategic Sales Contract Contract No.: Signing Place: HONG KONG Date of Signing: 20/04/2022 Buyer (Party A): SINGAPORE GARDEN TECHNOLOGY PTE. LTD. Residence: 60 PAYA LEBAR ROAD #06-16 PAYA LEBAR SQUARE 409051 Seller (Party B): NEW GALION GROUP (HK) CO LTD Residence: ROOM 1003, 10/F, TOWER 1, LIPPO CENTRE, 89 QUEENSWAY, ADMIRALTY HK After full consultation between A and B, in the spiri |
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| September 22, 2022 |
EX-10.3 7 ff42022ex10-3caravelle.htm FORM OF LOCK-UP AGREEMENT. Exhibit 10.3 Execution Version LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this “Agreement”) is dated as of April 5, 2022, by and among (i) Caravelle International Group, a Cayman Islands exempted company (“PubCo”), (ii) Pacifico Acquisition Corp., a Delaware corporation (“SPAC”) and (iii) the undersigned (the “Holder”). Capitalized ter |
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| September 22, 2022 |
Consent of Xiangjin Cao to be named as a director. Exhibit 99.2 Consent of Xiangjin Cao to be named as a director In connection with the filing by Caravelle International Group of the Registration Statement on Form F-4 (together with any amendments or supplements thereto, the ?Registration Statement?) registering securities for issuance with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), |
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| September 22, 2022 |
EX-10.7 10 ff42022ex10-7caravelle.htm SHIP CHARTERING MANDATE AGREEMENTS BETWEEN TOPSHEEN SHIPPING LIMITED AND TOPSHEEN SHIPPING SINGAPORE PTE. LTD Exhibit 10.7 SHIP CHARTERING MANDATE AGREEEMNT Party A: TOPSHEEN SHIPPING SINGAPORE PTE LTD Co. Reg. No.: 201538254Z 60 Paya Lebar Road #06-17, Paya Lebar Square, Singapore 409051 Tel :+65 62241088 62240288 Fax: +65 62245088 Party B: TOPSHEEN SHIPPING |
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| September 22, 2022 |
List of subsidiaries of Caravelle International Group. Exhibit 21.1 CARAVELLE INTERNATIONAL GROUP List of Subsidiaries Upon completion of the Business Combination, Caravelle International Group (?PubCo?)?s subsidiaries will be as follows: Subsidiaries Jurisdiction of Formation Percentage of Economic Ownership Caravelle Group Co., Ltd (?Caravelle?) Cayman Islands 100% owned subsidiary of PubCo Pacifico Acquisition Corp. (?Pacifico?) Delaware 100% owned |
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| September 22, 2022 |
Consent of Alon Rozen to be named as a director. EX-99.3 16 ff42022ex99-3caravelle.htm CONSENT OF ALON ROZEN TO BE NAMED AS A DIRECTOR Exhibit 99.3 Consent of Alon Rozen to be named as a director In connection with the filing by Caravelle International Group of the Registration Statement on Form F-4 (together with any amendments or supplements thereto, the “Registration Statement”) registering securities for issuance with the Securities and Exch |
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| September 22, 2022 |
F-4 1 ff42022caravelleint.htm REGISTRATION STATEMENT As Filed with the Securities and Exchange Commission on September 22, 2022 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 A |
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| September 22, 2022 |
Form of Sponsor Support Agreement. EX-10.2 6 ff42022ex10-2caravelle.htm FORM OF SPONSOR SUPPORT AGREEMENT. Exhibit 10.2 Execution Version SPONSOR SUPPORT AGREEMENT This SPONSOR SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of April 5, 2022, by and among Caravelle International Group, a Cayman Islands exempted company (“PubCo”), Caravelle Group Co., Ltd., a Cayman Islands exempted company (the “Company”), Pacifico |
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| September 22, 2022 |
Memorandum and Articles of Association of Caravelle International Group, dated February 28, 2022. EX-3.1 2 ff42022ex3-1caravelle.htm MEMORANDUM AND ARTICLES OF ASSOCIATION OF CARAVELLE INTERNATIONAL GROUP, DATED FEBRUARY 28, 2022. Exhibit 3.1 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM AND ARTICLES OF ASSOCIATION OF CARAVELLE INTERNATIONAL GROUP THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM OF ASSOCIATION |
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| August 18, 2022 |
Confidentially submitted to the U.S. Securities and Exchange Commission on August 18, 2022 This draft registration statement has not been publicly filed with the U.S. Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333-[•] UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to FORM F-4 REGISTRATION ST |
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| August 18, 2022 |
DRSLTR 1 filename1.htm 345 Park Avenue New York, NY 10154-1895 Direct 212.407.4000 Main 212.407.4000 Fax 212.407.4990 August 18, 2022 United States Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F Street, N.E. Washington, D.C. 20549 Attn: Liz Packebusch Re: Caravelle International Group Amendment No. 1 to Draft Registration Statement on For |
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| August 18, 2022 |
SHIP CHARTERING MANDATE AGREEEMNT EX-10.8 3 filename3.htm Exhibit 10.8 SHIP CHARTERING MANDATE AGREEEMNT Party A: TOPSHEEN SHIPPING SINGAPORE PTE LTD Co. Reg. No.: 201538254Z 60 Paya Lebar Road #06-17, Paya Lebar Square, Singapore 409051 Tel :+65 62241088 62240288 Fax: +65 62245088 Party B: TOPSHEEN SHIPPING LIMITED Co. Reg. No. :2200731 Unit C,16/F, Chinaweal Centre 414-424 Jaffe Road, Wanchai, Hong Kong Tel: +86 25 68197700 Fax: |
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| July 18, 2022 |
CONFIRMATION BY EXISTING GUARANTOR EX-10.7 2 filename2.htm Exhibit 10.7 PRIVATE & CONFIDENTIAL Relationship Manager: Ms Janet Koh Contact No: 6878 4537 9 Apr 2020 TOPSHEEN SHIPPING SINGAPORE PTE. LTD. 60 Paya Lebar Road #06-17 Paya Lebar Square Singapore 409051 Attn: Mr Zhang Dong Dear Sirs BANKING FACILITY(IES) We are pleased to offer you the banking facility(ies) described below (the “Facility(ies)”) upon the terms and conditions |
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| July 18, 2022 |
EX-10.8 3 filename3.htm Exhibit 10.8 Strategic Sales Contracts Contract No.: Signing Place: HONG KONG Date of Signing: 20/04/2022 Buyer (Party A): SINGAPORE GARDEN TECHNOLOGY PTE. LTD. Residence: 60 PAYA LEBAR ROAD #06-16 PAYA LEBAR SQUARE 409051 Seller (Party B): NEW GALION GROUP (HK) CO LTD Residence: ROOM 1003, 10/F, TOWER 1, LIPPO CENTRE, 89 QUEENSWAY, ADMIRALTY HK After full consultation betw |
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| July 18, 2022 |
345 Park Avenue New York, NY 10154-1895 Direct 212.407.4000 Main 212.407.4000 Fax 212.407.4990 July 18, 2022 United States Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F Street, N.E. Washington, D.C. 20549 Attn: Liz Packebusch Re: Caravelle International Group Draft Registration Statement on Form F-4 Submitted May 13, 2022 CIK No. 0001928 |
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| July 18, 2022 |
DRS/A 1 filename1.htm Confidentially submitted to the U.S. Securities and Exchange Commission on July 18, 2022 This draft registration statement has not been publicly filed with the U.S. Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333-[•] UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM |
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| May 13, 2022 |
Exhibit 3.1 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM AND ARTICLES OF ASSOCIATION OF CARAVELLE INTERNATIONAL GROUP THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM OF ASSOCIATION OF CARAVELLE INTERNATIONAL GROUP 1 The name of the Company is Caravelle International Group. 2 The Registered Office of the Company |
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| May 13, 2022 |
EX-10.2 3 filename3.htm Exhibit 10.2 Execution Version SPONSOR SUPPORT AGREEMENT This SPONSOR SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of April 5, 2022, by and among Caravelle International Group, a Cayman Islands exempted company (“PubCo”), Caravelle Group Co., Ltd., a Cayman Islands exempted company (the “Company”), Pacifico Acquisition Corp., a Delaware corporation (the |
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| May 13, 2022 |
EX-10.3 4 filename4.htm Exhibit 10.3 Execution Version LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this “Agreement”) is dated as of April 5, 2022, by and among (i) Caravelle International Group, a Cayman Islands exempted company (“PubCo”), (ii) Pacifico Acquisition Corp., a Delaware corporation (“SPAC”) and (iii) the undersigned (the “Holder”). Capitalized terms used and not otherwise defined herein |
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| May 13, 2022 |
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 SECUR |
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| May 13, 2022 |
EX-10.5 5 filename5.htm Exhibit 10.5 Final PIPE SUBSCRIPTION AGREEMENT This PIPE SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into this [ ]th day of [ ], 2022, by and among Caravelle International Group (the “PubCo”), a Cayman Islands exempted company, Pacifico Acquisition Corp, a Delaware corporation (the “SPAC”), and the undersigned (the “PIPE Investor”, “Subscriber” or “you |
