Zhang Amends Caravelle International Group 13D Filing

TL;DR

Zhang Guohua updated their stake in Caravelle International Group. Watch for more details.

AI Summary

Guohua Zhang has amended their Schedule 13D filing for Caravelle International Group, reporting a change in beneficial ownership as of July 11, 2024. The filing indicates a shift in control or significant stake, though specific share counts or percentage changes are not detailed in this excerpt.

Why It Matters

This amendment signals a potential shift in the control or significant holdings of Caravelle International Group, which could impact its stock price and strategic direction.

Risk Assessment

Risk Level: medium — Amendments to Schedule 13D filings often indicate significant changes in major shareholder positions, which can lead to increased volatility.

Key Numbers

• July 11, 2024 — Date of Change (Date as of which the change in beneficial ownership is reported)

Key Players & Entities

• Guohua Zhang (person) — Filing party and beneficial owner
• Caravelle International Group (company) — Subject company
• GALION-GROUP CO., LTD. (company) — Group member
• NEW HONEST GROUP CO., LTD. (company) — Group member
• TAIYUAN GROUP CO., LTD. (company) — Group member

FAQ

Key Financial Figures

• $0.0001 — lates to the ordinary shares, par value $0.0001 per share (the “ Ordinary Shares
• $3,000,000 — uant to which, to secure the payment of $3,000,000 as a settlement payment for consulting

Filing Documents

• ea0209437-13da2zhang_carave.htm (SC 13D/A) — 72KB
• ea020943701ex4-1_caravelle.htm (EX-4.1) — 33KB
• 0001213900-24-061350.txt ( ) — 106KB

Security and Issuer

Item 1. Security and Issuer. This statement relates to the ordinary shares, par value $0.0001 per share (the “ Ordinary Shares ”), of Caravelle International group, a Cayman Islands exempted company (the “ Issuer ”). The Issuer’s principal executive offices are located at 60 Paya Lebar Road, #06-17 Paya Lebar Square, Singapore 409051. The Issuer’s Ordinary Shares are listed on the Nasdaq Capital Market under the symbol CACO.

Identity and Background

Item 2. Identity and Background. This statement is filed on behalf of (1) Guohua Zhang, a Chinese citizen (“ Zhang ”); (2) Galion-Group Co., Ltd., a BVI business company (“ Galion ”); (3) New Honest Group Co., Ltd., a BVI business company (“ New Honest ”) and (4) Taiyuan Group Co., Ltd., a BVI business company (“ Taiyuan ”) Such parties are referred to herein individually as a “ Reporting Person ” and collectively as the “ Reporting Persons .” Zhang exercises voting and dispositive control over the Ordinary Shares registered in the name of Galion, New Honest and Taiyuan. The Reporting Persons are making this single, joint filing because they may be deemed to constitute a “group” within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended. Each Reporting Person disclaims beneficial ownership of the Ordinary Shares owned by any person other than such Reporting Person except to the extent of any pecuniary interest therein. The principal business address of each Reporting Person is c/o Caravelle International Group, 60 Paya Lebar Road, #06-17 Paya Lebar Square, Singapore 409051. None of the Reporting Persons has, during the past five years, been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors). None of the Reporting Persons has, during the past five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Source and Amount of Funds or Other

Item 3. Source and Amount of Funds or Other Consideration. The information set forth in Item 3 of the Initial Statement is incorporated by reference herein in response to the disclosure requirements of Item 3 of Schedule 13D.

Purpose of Transaction

Item 4. Purpose of Transaction. The information set forth in Item 4 of the Initial Other than as described therein, or as described under Item 5 below, and other than in his capacity as an officer and director of the Issuer, neither Zhang nor any other Reporting Person currently has plans or proposals that relate to or would result in any of the transactions involving the Issuer described in subparagraphs (a) through (j) of Item 4 of Schedule 13D (although either Reporting Person may from time to time consider pursuing or proposing any such transactions and, in that connection, may discuss, evaluate and/or pursue any such transactions with their respective advisors, the Issuer or other persons). CUSIP No. G1901X108 13D/A Page 7 of 8 Pages

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer. Except as provided herein, the information set forth in Item 5 of the Initial Statement is incorporated by reference herein in response to the disclosure requirements of Item 5 of Schedule 13D, and is hereby supplemented to include the following: (a) The responses to Items 11 and 13 of the cover pages to this Amendment are incorporated herein. (b) The responses to Items 7 through 10 of the cover pages to this Amendment are incorporated herein. (c) As previously disclosed, on July 4, 2024, Zhang and Galion entered into a settlement and stock pledge agreement (“Pledge Agreement”) with High-Trend Holdings USA LLC (“High-Trend”), pursuant to which, to secure the payment of $3,000,000 as a settlement payment for consulting services (the “Settlement Payment”). Zhang and Galion have agreed to pledge 20,000,000 shares of the Issuer held by the Reporting Persons as collateral. On July 11, 2024, Galion entered into a Stock Purchase Agreement with High-Trend to purchase 20,000,000 shares of the Issuer held by Galion, and the payment of purchase price shall be made by waiving the Settlement Payment of $3,000,000 under the Pledge Agreement. Except as set out above, the Reporting Persons have not effected any other transactions in any securities of the Issuer in the past 60 days.

Contracts, Arrangements, Understandings

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. The information set forth in Item 6 of the Initial hereby supplemented to include the following: A Settlement and Stock Pledge Agreement has been entered between Zhang and Galion and the aforementioned High-Trend Holdings USA LLC. The foregoing descriptions under Item 5 of the Settlement and Stock Pledge Agreement does not purport to be complete and are qualified in its entirety by references to the Settlement and Stock Pledge Agreement , which is filed as Exhibit 4.1 hereto.

Material to be Filed as Exhibits

Item 7. Material to be Filed as Exhibits. 4.1 Stock Purchase Agreement dated July 11, 2024 CUSIP No. G1901X108 13D/A Page 8 of 8 Pages

SIGNATURES

SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and accurate. July 15, 2024 By: /s/ Guohua Zhang Name: Guohua Zhang Title: Individual Galion-Group Co., Ltd. By: /s/ Guohua Zhang Name: Guohua Zhang Title: Director New Honest Group Co., Ltd. By: /s/ Guohua Zhang Name: Guohua Zhang Title: Director Taiyuan Group Co., Ltd. By: /s/ Guohua Zhang Name: Guohua Zhang Title: Director

View Full Filing

View this SC 13D/A filing on SEC EDGAR