Chang Jinyu Amends Caravelle International Group 13D Filing

TL;DR

Chang Jinyu updated their stake in Caravelle International Group. Watch for more details.

AI Summary

Chang Jinyu, through HIGH-TREND HOLDINGS USA LLC, has amended their Schedule 13D filing for Caravelle International Group on September 27, 2024. This amendment indicates a change in beneficial ownership, though specific details on the percentage change or new holdings are not fully detailed in the provided text. The filing relates to Caravelle International Group's ordinary shares.

Why It Matters

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

Risk Assessment

Risk Level: medium — Amendments to 13D filings often indicate significant changes in a major shareholder's position, which can lead to volatility.

Key Players & Entities

• Chang Jinyu (person) — Filing person
• HIGH-TREND HOLDINGS USA LLC (company) — Group member filing the amendment
• Caravelle International Group (company) — Subject company
• September 16, 2024 (date) — Date of event requiring filing
• September 27, 2024 (date) — Filing date

FAQ

Key Financial Figures

• $3,548,000 — ing the Note with a principal amount of $3,548,000 with an original issuance discount of $
• $887,000 — 0 with an original issuance discount of $887,000 and zero annual interest rate. The Note
• $0.10 — at an initial conversion price equal to $0.10 per share, subject to adjustment as fur
• $0.3118 — inary Shares on NASDAQ on such date was $0.3118). The Issuer issued 35,480,000 Ordinary
• $0.166 — , at an initial exercise price equal to $0.166 per share, subject to adjustment. The
• $0.0001 — lates to the ordinary shares, par value $0.0001 per share (the “ Ordinary Shares

Filing Documents

• ea0215882-13da1chang_carav.htm (SC 13D/A) — 53KB
• 0001213900-24-082510.txt ( ) — 54KB

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 ” or the “ Company ”). The Issuer’s principal executive offices are located at 60 Paya Lebar Road, #05-47 Paya Lebar Square, Singapore 409051. The Issuer’s Ordinary Shares are listed on the Nasdaq Capital Market under the symbol “CACO” and will be changed to “HTCO” as of September 30, 2024.

Source and Amount of Funds or Other

Item 3. Source and Amount of Funds or Other Consideration. In connection with the consummation of the CB Transaction, the Acquiror, through its controlled entity High-Trend, acquired (i) the Note and, subsequently, the beneficial ownership of Note Conversion Shares as a result of High-Trend’s conversion of the Note on or about September 23, 2024, and (ii) the Warrant and may be deemed to beneficially own the Warrant Shares pursuant to Rule 13d-3(d)(1)(i). High-Trend acquired the Note and the Warrant pursuant to the CB Transactions as described in the Explanatory Note, which is incorporated by reference hereto.

Purpose of Transaction

Item 4. Purpose of Transaction. The information set forth in Item 4 of the Initial Statement is incorporated by reference herein in response to the disclosure requirements of Item 4 of Schedule 13D. Other than as described therein, or as described under Item 5 below, neither the Acquiror 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). 4

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer. The Acquiror controls High-Trend. The power to vote or dispose of the shares beneficially owned by Acquiror is not shared. 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) Other than the Transaction described below, neither Reporting Party has engaged in any other transaction to sell or purchase any Ordinary Shares within the past 60 days. As reported in the CB 6-K, the Issuer closed the CB Transaction, in which it issued the Note and the Warrant to High-Trend pursuant to the Agreement. Beneficial ownership of the Note Conversion Shares The Note has a principal amount of $3,548,000 with an original issuance discount of $887,000 and zero annual interest rate. The Note has a 12-month maturity and is convertible into the Company’s Ordinary Shares at an initial conversion price equal to $0.10 per share, subject to adjustment as further specified in the Note. The conversion price of $0.10 reflects a 67.92% discount on the closing price of the Ordinary Shares on NASDAQ on the date of issuance of the Note (the closing price of the Ordinary Shares on NASDAQ on such date was $0.3118). The Issuer issued 35,480,000 Ordinary Shares to High-Trend as a result of its conversion of the Note on or about September 23, 2024. Beneficial ownership of the Warrant Shares The Warrant is exercisable for five years following its issuance for the number of Ordinary Shares equal to 150% of the funded amount, which equals 24,045,181 Ordinary Shares (the “Warrant Shares”), at an initial exercise price equal to $0.166 per sh

Contracts, Arrangements, Understandings

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. The information contained in Item 5 is hereby incorporated by reference into this Item 6. The disclosure regarding the Agreement, the Note and the Warrant is not purported to be completed and is qualified in its entirety by the Agreement, the Note and the Warrant, attached hereto as Exhibits 4.1, 4.2 and 4.3, which are incorporated by reference in their entirety into this Amendment.

Material to be Filed as Exhibits

Item 7. Material to be Filed as Exhibits. 4.1 Form of Securities Purchase Agreement (incorporated by reference to Exhibit 99.1 to the Form 6-K dated September 20, 2024) 4.2 Form of Senior Unsecured Original Issue 25% Discount Convertible Promissory Note (incorporated by reference to Exhibit 99.2 to the Form 6-K dated September 20, 2024) 4.3 For of Warrant ((incorporated by reference to Exhibit 99.3 to the Form 6-K dated September 20, 2024) 99.1 Joint Filing Agreement dated July 18, 2024 (incorporated by reference to Exhibit 99.1 to the Schedule 13D filed by the Reporting Persons on July 18, 2024) 5

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. September 27, 2024 By: /s/ Jinyu Chang Name: Jinyu Chang Title: Individual High-Trend Holdings USA LLC. By: /s/ Jinyu Chang Name: Jinyu Chang Title: Manager 6

View Full Filing

View this SC 13D/A filing on SEC EDGAR