Caravelle International Group

**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 OF 1934

OR

☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report ________

For the transition period from __________ to __________

Commission file number 001-41573

**Caravelle International Group

**(Exact Name of registrant as specified in its charter)

**Not Applicable

**(Translation of Registrant’s name into English)

**Cayman Islands

**(Jurisdiction of incorporation or organization)

60 Paya Lebar Road

#05-47 Paya Lebar Square

Singapore 409051

**(65) 8304 8372

**(Address of principal executive offices)

**Hanxin Chang, Chief Executive Officer

60 Paya Lebar Road

#05-47 Paya Lebar Square

Singapore 409051

**(65) 8304 8372

Email: hanxi.chang@htcoglobal.com

**(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Securities registered or to be registered pursuant to Section 12(g) of the Act:

None

(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

None

(Title of Class)

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: as of October 31, 2023,52,774,579 ordinary shares were issued and outstanding.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act Yes ☐No ☒

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. **Yes ☐ No ☒

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ☐No ☒

Note - Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. **Yes ☐No ☒

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). **Yes ☐No ☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards † provided pursuant to Section 13(a) of the Exchange Act.☐

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

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. **Yes ☐ No☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.

Item 17 ☐ Item 18 ☐

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No☒

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. **Yes ☐ No ☐

Table of Contents

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INTRODUCTION

FREQUENTLY USED TERMS

Unless otherwise indicated, “we,” “us,” “our,” “Caravelle,” and “the Company” and similar terminology refer to Caravelle International Group, an exempted company incorporated under the laws of the Cayman Islands, and its subsidiaries subsequent to the Business Combination (defined below).

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

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

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

“Caravelle” means Caravelle International Group, a Cayman Islands exempted company, and the reporting person of this Annual Report of Form 20-F.

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

“Caravelle Group” means Caravelle Group Co., Ltd prior to the consummation of the Business Combination.

“Caravelle Ordinary Share(s)” means Ordinary Share(s) of Caravelle, par value $0.0001 per share.

“Chardan” means Chardan Capital Markets LLC.

“Closing” means the closing of the Business Combination.

“Code” means the Internal Revenue Code.

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

“CO-Tech” means new carbon neutral ocean technology. The CO-Tech business is an innovative integration of ocean shipping, wood drying, and carbon trading businesses.

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

“Founder Shares” refer to the 1,437,500 shares of common stock held or controlled by Pacifico’s insiders prior to the IPO.

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

“IFRS” means the International Financial Reporting Standards.

“Incentive Plan” means Caravelle 2022 Share Incentive Plan.

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

“Initial Stockholders” means the stockholders who hold the Founder Shares.

“IPO” means Pacifico’s initial public offering.

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

“Merger” means SPAC Merger and Initial Merger.

“Merger Agreement” means certain Agreement and Plan of Merger (as may be amended, supplemented or otherwise modified from time to time) entered into by Caravelle, Merger Sub 1, Merger Sub 2 and Caravelle Group on April 5, 2022 and amended by the Amended and Restated Agreement and Plan of Merger dated August 15, 2022.

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

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

“Nasdaq” means The Nasdaq Stock Market LLC.

“Pacifico” means Pacifico Acquisition Corp.

“Pacifico Common Stock” means shares of common stock of Pacifico.

“Pacifico Rights” means rights of Pacifico.

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

“Pacifico Units” means units of Pacifico.

“Private Units” means the 307,500 units of Pacifico that the Sponsor and Chardan purchased at a price of $10.00 per Private Unit for an aggregate purchase price of $3,075,000 in a private placement.

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

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

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

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

“SGEX” means SGEX Group Co., Ltd.

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

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

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

“Sponsor” means Pacifico Capital LLC.

“TBS” means Topsheen Bulk Shipping Pte. Ltd.

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

“TSGC” means Topsheen Shipping Group Corporation.

“TSS” means Topsheen Shipping Singapore Pte. Ltd.

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

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

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