Caravelle Group Co., Ltd signed the letter of intent to acquire Pacifico Acquisition Corp. (NasdaqCM:PAFO) from Pacifico Capital LLC and others in a reverse merger transaction on December 31, 2021. Caravelle Group Co., Ltd entered into a definitive merger agreement to acquire Pacifico Acquisition Corp. from Pacifico Capital LLC and others for approximately $850 million in a reverse merger transaction on April 5, 2022. All outstanding Caravelle ordinary shares will be cancelled in exchange for 50 million PubCo ordinary shares. As additional contingent consideration for the merger, within 10 business days after the occurrence of an Earnout Event, PubCo shall issue or cause to be issued to certain shareholders of Caravelle, a one-time issuance of 15 million Earnout Shares in the event of PubCo reporting consolidated revenue of no less than $200 million for the six months ending June 30, 2023 and a one-time issuance of 20 million Earnout Shares in the event of PubCo reporting audited consolidated revenue of no less than $450 million for the year ending December 31, 2023. The transaction values the combined company at a pro forma enterprise value of approximately $527 million with existing Caravelle shareholders rolling over 100% of their equity into the combined company. These values exclude $350 million of earn-out shares that would be paid in common stock if applicable revenue-based requirements are met in 2023. All cash remaining on the combined company's balance sheet at the closing of the transaction, after the settlement of transaction-related expenses, is expected to be utilized by the combined company for working capital, growth, and other general corporate purposes. As a result of the transaction, Caravelle Group Co., Ltd will become publicly traded and begin trading on Nasdaq under the new ticker symbol, “CACO.” Upon completion of the transaction, the combined company will operate as Caravelle International Group (PubCo) and is expected to remain listed on Nasdaq. The merger agreement contains certain termination rights pursuant to which, the non-terminating party shall be obligated to pay the terminating party a break-up fee of $500,000 under certain circumstances. If Caravelle has not deposited the extension fee pursuant to the merger agreement, Pacifico has the right to terminate the merger agreement and Caravelle is obligated to pay Pacifico $1,000,000 break-up fee. As of September 16, 2022, Pacifico Acquisition Corp. announced today that Caravelle Group Co., Ltd has deposited into Pacifico's trust account a principal amount of $575,000, representing approximately $0.10 per share of common stock, in order to extend the period of time Pacifico has to complete a business combination for an additional three (3) months period, from September 16, 2022 to December 16, 2022.

The transaction is subject to approval by the stockholders of Caravelle and Pacifico; all specified approvals or consents (including governmental and regulatory approvals) and all waiting or other periods have been obtained or have expired or been terminated, as applicable; the effectiveness of the F-4 Registration Statement; PubCo's initial listing application with Nasdaq or NYSE shall have been conditionally approved; the PubCo Ordinary Shares having been approved for listing on Nasdaq or NYSE; each of the ancillary agreements including shareholder support agreement, the Sponsor Support Agreement, the Lock-Up Agreements, the PIPE Subscription Agreements, the Registration Rights Agreement, and the PubCo Governing Documents (Memorandum of Association and Articles of Association) shall have been entered into and the same shall be in full force and effect; Pacifico having a minimum of $5,000,001 of net tangible assets on its pro forma consolidated balance sheet after giving effect to the closing (after giving effect to any Redemptions and any PIPE Investment); obtaining all approvals, waivers or consents from any third parties; termination of voting agreements; the available minimum cash amount being at least $4 million and other customary closing conditions. The transaction has been approved by the boards of directors of Caravelle and Pacifico which recommend to their respective stockholders and shareholders the approval and adoption of the agreement. As of November 30, 2022, the shareholders of PAFO has approved the transaction. The closing of the transaction is anticipated in the fall of 2022. As of December 7, 2022, the transaction is expected to close within 30 calendar days. The transaction is expected to provide approximately $100 million of cash proceeds, including an anticipated $60 million PIPE and up to $58 million of cash held in the trust account of Pacifico assuming no redemptions by Pacifico stockholders. If Pacifico Acquisition Corp does not complete a business combination by December 16, 2022, the Sponsor intends to deposit into the Company's trust account a principal amount of $575,000, representing approximately $0.10 per share of common stock, in order to extend the period of time the Company has to complete a business combination for an additional three (3) months period, from December 16, 2022 to March 16, 2023.


Chardan Capital Markets, LLC is acting as M&A and capital markets advisor to Pacifico. Lan Lou of Jun He Law Offices LLC is acting as legal counsel and due diligence provider to Caravelle in the transaction. Giovanni Caruso of Loeb & Loeb LLP is acting as legal counsel and due diligence provider to Pacifico. Elizabeth F. Chen of Pryor Cashman LLP acted as legal advisor to Caravelle. On August 4, 2022, Caravelle terminated its relationship with Jun He, and engaged Pryor Cashman LLP as its legal advisor regarding this transaction. Chardan will be entitled to $4,625,000 as an M&A fee ($1,618,750 to be paid in cash and $3,006,250 to be paid in PubCo Ordinary Shares at $10.00 per share). Assuming PubCo issues all of the 35,000,000 Earnout Shares after the Closing, Chardan will be entitled to additional $875,000 M&A fee ($306,250 to be paid in cash and $568,750 to be paid by PubCo Ordinary Shares at $10 per share). Chardan is also entitled to reimbursable expenses of up to $25,000. The transfer agent for Pacifico Common Stock and rights agent for Pacifico's rights is Felix Orihuela of American Stock Transfer & Trust Company. Morrow & Co., LLC acted as proxy solicitor for Pacifico.