Caravelle International Group Files 2023 Annual Report

TL;DR

Caravelle Intl Group dropped its 2023 20-F. All good.

AI Summary

Caravelle International Group filed its annual report on Form 20-F for the fiscal year ended October 31, 2023. The company, incorporated in the Cayman Islands, is involved in deep sea foreign transportation of freight. Its principal executive offices are located at 60 Paya Lebar Road, Singapore.

Why It Matters

This filing provides investors with a comprehensive overview of Caravelle International Group's financial performance and business operations for the past fiscal year, crucial for understanding its current standing and future prospects.

Risk Assessment

Risk Level: medium — As a foreign private issuer filing a 20-F, the company's reporting standards and regulatory oversight may differ from domestic US companies, introducing a layer of complexity and potential risk.

Key Numbers

• 001-41573 — SEC File Number (Identifies the company's filing history with the SEC.)
• 20231031 — Fiscal Year End (Indicates the period covered by the annual report.)

Key Players & Entities

• Caravelle International Group (company) — Registrant
• Cayman Islands (jurisdiction) — Place of incorporation
• Singapore (location) — Business address
• October 31, 2023 (date) — Fiscal year end

FAQ

Key Financial Figures

• $0.0001 — e on which registered Ordinary shares, $0.0001 par value per share CACO The Nasdaq Sto
• $10.00 — sor and Chardan purchased at a price of $10.00 per Private Unit for an aggregate purch
• $3,075,000 — Unit for an aggregate purchase price of $3,075,000 in a private placement. " Public Share

Filing Documents

• ea0213139-20f_caravelle.htm (20-F) — 1584KB
• ea021313901ex4-1_caravelle.htm (EX-4.1) — 42KB
• ea021313901ex4-2_caravelle.htm (EX-4.2) — 22KB
• ea021313901ex12-1_caravelle.htm (EX-12.1) — 12KB
• ea021313901ex12-2_caravelle.htm (EX-12.2) — 11KB
• ea021313901ex13-1_caravelle.htm (EX-13.1) — 4KB
• ea021313901ex13-2_caravelle.htm (EX-13.2) — 4KB
• ea021313901ex14-1_caravelle.htm (EX-14.1) — 35KB
• ea021313901ex19-1_caravelle.htm (EX-19.1) — 55KB
• ea021313901ex97-1_caravelle.htm (EX-97.1) — 40KB
• image_001.jpg (GRAPHIC) — 72KB
• image_002.jpg (GRAPHIC) — 20KB
• image_003.jpg (GRAPHIC) — 7KB
• 0001213900-24-076729.txt ( ) — 7268KB
• caco-20231031.xsd (EX-101.SCH) — 62KB
• caco-20231031_cal.xml (EX-101.CAL) — 48KB
• caco-20231031_def.xml (EX-101.DEF) — 279KB
• caco-20231031_lab.xml (EX-101.LAB) — 463KB
• caco-20231031_pre.xml (EX-101.PRE) — 274KB
• ea0213139-20f_caravelle_htm.xml (XML) — 710KB

Item 18

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 Page Number CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS iv EXPLANATORY NOTE PART I 1 Item 1. Identity of Directors, Senior Management and Advisers 1 Item 2. Offer Statistics and Expected Timetable 1 Item 3. Key Information 1 Item 4. Information on the Company 26 Item 5. Operating and Financial Review and Prospects 37 Item 6. Directors, Senior Management and Employees 47 Item 7. Major Shareholders and Related Party Transactions 52 Item 8. Financial Information 56 Item 9. Offer and Listing 56 Item 10. Additional Information 56 Item 11.

Quantitative and Qualitative Disclosures About Market Risk

Quantitative and Qualitative Disclosures About Market Risk 66 Item 12.

Description of Securities Other Than Equity Securities

Description of Securities Other Than Equity Securities 66 PART II 67 Item 13. Defaults, Dividends Arrearages and Delinquencies 67 Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds 67 Item 15.

Controls and Procedures

Controls and Procedures 67 Item 16. [Reserved] 68 Item 16A. Audit Committee Financial Expert 68 Item 16B. Code of Ethics 68 Item 16C. Principal Accountant Fees and Services 68 Item 16D. Exemptions form the Listing Standards for Audit Committees 69 Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers 69 Item 16F. Change in Registrant's Certifying Accountant 69 Item 16G. Corporate Governance 71 Item 16H. Mine Safety Disclosure 71 Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 71 Item 16J. Insider Trading Policies 72 Item 16K Cybersecurity 72 PART III 73 Item 17.

Financial Statements

Financial Statements 73 Item 18.

Financial Statements

Financial Statements 73 Item 19. Exhibits 73 EXHIBIT INDEX 73 SIGNATURE 74 i 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

IDENTITY OF DIRECTORS, SENIOR MANAGEMENT

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS A. Directors and Senior Management Not applicable. B. Advisors Not applicable. C. Auditors Not applicable.

OFFER STATISTICS AND EXPECTED TIMETABLE

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE Not applicable.

KEY INFORMATION

ITEM 3. KEY INFORMATION A. Selected Financial Data See "Item 18. Financial Statements." B. Capitalization and indebtedness Not applicable. C. Reasons for the offer and use of proceeds Not applicable. D. Risk factors Investing in the securities of Caravelle involves a high degree of risk. In addition to the other information contained in this Report, including the matters addressed under the headings "Cautionary Note Regarding Forward-Looking Statements," "Item 5. Operating and Financial Review and Prospects", and the consolidated financial statements and related notes contained herein, you should carefully consider the following risk factors presented in this Report. The risks associated with Caravelle are discussed below, and many of these risks may have various ramifications. Therefore, the information below should be viewed as a starting point for understanding the significant risks relating to Caravelle, and not as a limitation on the potential impact of the matters discussed. The business, results of operations, financial condition and prospects of Caravelle could also be harmed by risks and uncertainties that are not presently known to us or that we currently believe are not material. If any of the risks actually occur, the business, results of operations, financial condition and prospects of Caravelle could be materially and adversely affected. Unless otherwise indicated, references to business being harmed in these risk factors include harm to business, reputation, brand, financial condition, results of operations and future prospects. Summary of Risk Factors The following summary description sets forth an overview of the material risks we are exposed to in the normal course of our business activities. The summary does not purport to be complete and is qualified in its entirety by reference to the full risk factor discussion immediately following this summary description. We encourage you to read the full risk factor discussion carefully. The

Business

Business Caravelle's new management team faces challenges during transitional period and there is uncertainty introduced by the new management's strategic reassessment of Caravelle's overall business. It is not certain if Caravelle will be classified as a Singapore tax resident. The ability of Caravelle's subsidiaries and consolidated affiliated entities in Singapore and Samoa to distribute dividends to Caravelle may be subject to restrictions under Singapore and Samoa laws. Caravelle may require additional capital to implement its business strategy, including developing its carbon-neutral shipping business and expanding its traditional international shipping operations and the reassessment of the company's business portfolio and strategies due to the recent change of Caravelle's executive management team and independent directors may also influence future capital needs. Our employees may engage in misconduct or other improper activities, either during or before their service for us, including noncompliance with regulatory standards and requirements, which could expose us to potentially significant legal liabilities, reputational harm and have a material adverse effect on our business, results of operations or financial condition. Caravelle may require additional capital to implement its business strategy, including to develop its business in carbon neutral shipping and to expand its traditional international shipping business, and it may need to raise additional funds in the future. Caravelle's business depends on ongoing relationships with entities controlled by former key executives, Dr. Guohua Zhang and Mr. Dong Zhang, despite their recent resignations although Mr. Dong Zhang continues to serve as a top management member and key person at the Topsheen Companies and holds a minority interest in TSGC. Caravelle might not obtain and maintain sufficient insurance coverage, which could expose Caravelle to significant costs and business disruption. C

View Full Filing

View this 20-F filing on SEC EDGAR