Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On April 14, 2022, Pacifico Acquisition Corp., a Delaware corporation (the "Company"), issued a convertible unsecured promissory note (a "Working Capital Note") in the principal amount of $150,000 to Pacifico Capital LLC, a Delaware limited liability company (the "Sponsor"). The Company issued the Working Capital Note in consideration for a loan from the Sponsor to fund the Company's working capital requirements. The Working Capital Note bears no interest and is repayable in full upon the consummation of the Company's business combination. At the closing of the initial business combination, it is convertible at the Sponsor's election into units identical to the private placement units issued in connection with the Company's initial public offering, at a price of $10.00 per unit.

The Working Capital Note is filed as Exhibit 10.1.

Item 3.02 Unregistered Sales of Equity Securities

The information set forth in Item 2.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. An aggregate of 15,000 private placement units of the Company would be issued if the entire principal balance of the Working Capital Note is converted. The rights constituting a part of the units are exchangeable, subject to the terms and conditions of the rights, for shares of common stock as provided in the right agreement governing the rights. The Company has relied upon Section 4(a)(2) of the Securities Act of 1933, as amended, in connection with the issuance and sale of the Working Capital Note, as it was issued to a sophisticated investor without a view to distribution, and was not issued through any general solicitation or advertisement.

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits:



Exhibit    Description
10.1         Promissory Note issued by the Company to the Sponsor on April 14, 2022.
104        Cover Page Interactive Data File (embedded within the Inline XBRL document)




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