Item 1.01 Entry into a Material Definitive Agreement
As previously disclosed, on April 5, 2022, Pacifico Acquisition Corp., a
Delaware corporation ("SPAC"), entered into an Agreement and Plan of Merger (as
it may be amended, supplemented or otherwise modified from time to time, the
"Original Agreement") by and among (i) Caravelle International Group, a Cayman
Islands exempted company and a direct wholly owned subsidiary of the Company
("PubCo"), (ii) Pacifico International Group, a Cayman Islands exempted company
and a direct wholly owned subsidiary of PubCo ("Merger Sub 1"), (iii) Pacifico
Merger Sub 2 Inc., a Delaware corporation and a direct wholly owned subsidiary
of PubCo ("Merger Sub 2" and, together with PubCo and Merger Sub 1, each,
individually, an "Acquisition Entity" and, collectively, the "Acquisition
Entities"), and (iv) Caravelle Group Co., Ltd., a Cayman Islands exempted
company (the "Company"). Capitalized terms used in this Current Report on Form
8-K but not otherwise defined herein have the meanings given to them in the
Merger Agreement.
On August 15, 2022, the parties entered into an Amended and Restated Agreement
and Plan of Merger (the "Merger Agreement").The Merger Agreement amends and
restates the Original Agreement in its entirety to, among other things, to (i)
eliminate the PIPE investment amount of $60,000,000 as a closing condition, (ii)
eliminate the minimum cash amount of $4,000,000 as a closing condition, (iii)
reduce the number of directors of PubCo after the Initial Merger and SPAC Merger
from 7 to 5, and (iv) change the deadline of the first deposit of the extension
payment from August 16, 2022 such that the first extension payment must be wired
by September 6, 2022 and reach the trust account by September 13, 2022.
The Merger Agreement is filed as Exhibit 2.1 to this Current Report on Form 8-K
and the foregoing description thereof is qualified in its entirety by reference
to the full text of the Merger Agreement. The Merger Agreement provides
investors with information regarding its terms and is not intended to provide
any other factual information about the parties. In particular, the assertions
embodied in the representations and warranties contained in the Merger Agreement
were made as of the execution date of the Original Agreement only and are
qualified by information in confidential disclosure schedules provided by the
parties to each other in connection with the signing of the Original Agreement.
These disclosure schedules contain information that modifies, qualifies, and
creates exceptions to the representations and warranties set forth in the Merger
Agreement. Moreover, certain representations and warranties in the Merger
Agreement may have been used for the purpose of allocating risk between the
parties rather than establishing matters of fact. Accordingly, you should not
rely on the representations and warranties in the Merger Agreement as
characterizations of the actual statements of fact about the parties.
Important Information and Where to Find It
This Current Report on Form 8-K relates to a proposed transaction between SPAC,
PubCo and the Company. This Current Report on Form 8-K does not constitute an
offer to sell or exchange, or the solicitation of an offer to buy or exchange,
any securities, nor shall there be any sale of securities in any jurisdiction in
which such offer, sale or exchange would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction. In connection
with the transaction described herein, SPAC and PubCo intend to file relevant
materials with the SEC, including a registration statement on Form F-4 (the "F-4
Registration Statement"), which will include a proxy statement/prospectus. The
proxy statement/prospectus will be sent to all SPAC stockholders. SPAC and PubCo
also will file other documents regarding the proposed transaction with the
SEC. Before making any voting or investment decision, investors and security
holders of SPAC are urged to read the F-4 Registration Statement, the proxy
statement/prospectus and all other relevant documents filed or that will be
filed with the SEC in connection with the proposed transaction as they become
available because they will contain important information about the proposed
transaction.
Investors and security holders will be able to obtain free copies of the proxy
statement/prospectus and all other relevant documents filed or that will be
filed with the SEC by SPAC through the website maintained by the SEC at
www.sec.gov or by directing a request to SPAC to c/o Pacifico Capital LLC, 521
Fifth Avenue 17th Floor, New York, NY 10175 or via email at
edwardwang@pacificocorp.com.
Participants in the Solicitation
SPAC, PubCo and the Company, and their respective directors and executive
officers, may be deemed to be participants in the solicitation of proxies from
SPAC's stockholders in connection with the proposed transaction. Information
about SPAC's directors and executive officers and their ownership of SPAC's
securities is set forth in SPAC's filings with the SEC. Additional information
regarding the interests of those persons and other persons who may be deemed
participants in the proposed transaction may be obtained by reading the proxy
statement/prospectus regarding the proposed transaction when it becomes
available. You may obtain free copies of these documents as described in the
preceding paragraph.
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Non-Solicitation
This Current Report on Form 8-K is not a proxy statement or solicitation of a
proxy, consent or authorization with respect to any securities or in respect of
the potential transaction and shall not constitute an offer to sell or a
solicitation of an offer to buy the securities of SPAC, PubCo or the Company,
nor shall there be any sale of any such securities in any state or jurisdiction
in which such offer, solicitation, or sale would be unlawful prior to
registration or qualification under the securities laws of such state or
jurisdiction. No offer of securities shall be made except by means of a
prospectus meeting the requirements of the Securities Act.
Forward-Looking Statements
This Current Report on Form 8-K contains "forward-looking statements" within the
meaning of Section 27A of the Securities Act, and Section 21E of the Exchange
Act, including statements regarding the proposed transaction between SPAC, PubCo
and the Company. Such forward-looking statements include, but are not limited
to, statements regarding the closing of the transaction and SPAC's, the
Company's or their respective management teams' expectations, hopes, beliefs,
intentions or strategies regarding the future. The words "anticipate",
"believe", "continue", "could", "estimate", "expect", "intends", "may", "might",
"plan", "possible", "potential", "predict", "project", "should", "would" and
similar expressions may identify forward-looking statements, but the absence of
these words does not mean that a statement is not forward-looking. These
forward-looking statements are based on SPAC's and the Company's current
expectations and beliefs concerning future developments and their potential
effects on SPAC, the Company, PubCo or any successor entity of the transaction
and include statements concerning (i) the Company's ability to scale its
constellation, (ii) the Company's ability to meet image quality expectations and
continue to offer superior unit economics, (iii) the Company's ability to become
or remain an industry leader, (iv) the Company's ability to address all
commercial applications for new carbon-neutral ocean technology or address a
certain total addressable market, (v) expectations regarding cash on the balance
sheet following closing and whether such cash will be sufficient to meet the
Company's business objectives and (vi) the expected timing of closing the
transaction. Forward-looking statements are predictions, projections and other
statements about future events that are based on current expectations and
assumptions and, as a result, are subject to risks and uncertainties. These
statements are based on various assumptions, whether or not identified in this
Current Report on Form 8-K. These forward-looking statements are provided for
illustrative purposes only and are not intended to serve as and must not be
relied on by an investor as, a guarantee, an assurance, a prediction or a
definitive statement of fact or probability. Actual events and circumstances are
difficult or impossible to predict and will differ from assumptions. Many actual
events and circumstances are beyond the control of SPAC, PubCo and the Company.
Many factors could cause actual future events to differ materially from the
forward-looking statements in this Current Report on Form 8-K, including but not
limited to: (i) the risk that the transaction may not be completed in a timely
manner or at all, which may adversely affect the price of SPAC's securities,
(ii) the failure to satisfy the conditions to the consummation of the
transaction, including the adoption of the Merger Agreement by SPAC's
stockholders and the receipt of certain governmental and regulatory approvals,
(iii) the occurrence of any event, change or other circumstance that could give
rise to the termination of the Merger Agreement, (iv) the effect of the
announcement or pendency of the transaction on the Company's business
relationships, operating results and business generally, (v) risks that the
transaction disrupts current plans and operations of the Company, (vi) changes
in the competitive and highly regulated industries in which the Company
operates, variations in operating performance across competitors and changes in
laws and regulations affecting the Company's business, (vii) the ability to
implement business plans, forecasts and other expectations after the completion
of the transaction, and identify and realize additional opportunities, (viii)
the risk of downturns in the commercial launch services, satellite and
spacecraft industry, (ix) the outcome of any legal proceedings that may be
instituted against the Company, PubCo or SPAC related to the Merger Agreement or
the transaction, (x) volatility in the price of SPAC's or any successor entity's
securities due to a variety of factors, including changes in the competitive and
highly regulated industries in which the Company operates or plans to operate,
variations in performance across competitors, changes in laws and regulations
affecting the Company's business and changes in the combined capital structure,
(xi) costs related to the transaction and the failure to realize anticipated
benefits of the transaction or to realize estimated pro forma results and
underlying assumptions, including with respect to estimated stockholder
redemptions, (xii) the risk that the Company and its current and future
collaborators are unable to successfully develop and commercialize the Company's
products or services, or experience significant delays in doing so, (xiii) the
risk that the Company may never achieve or sustain profitability, (xiv) the risk
that the Company may need to raise additional capital to execute its business
plan, which many not be available on acceptable terms or at all, (xv) the risk
that the post-combination company experiences difficulties in managing its
growth and expanding operations, (xvi) the risk that third-party suppliers and
manufacturers are not able to fully and timely meet their obligations, (xvii)
the risk of product liability or regulatory lawsuits or proceedings relating to
the Company's products and services, (xviii) the risk that the Company is unable
to secure or protect its intellectual property and (xix) the risk that the
post-combination company's securities will not be approved for listing on
Nasdaq, NYSE or another stock exchange or if approved, maintain the listing. The
foregoing list of factors is not exhaustive. You should carefully consider the
foregoing factors and the other risks and uncertainties described in the "Risk
Factors" section of the F-4 Registration Statement discussed above and other
documents filed or to be filed by SPAC, PubCo and/or or any successor entity of
the transaction from time to time with the SEC (including SPAC's quarterly
filings). These filings identify and address other important risks and
uncertainties that could cause actual events and results to differ materially
from those contained in the forward-looking statements. Forward-looking
statements speak only as of the date they are made. Readers are cautioned not to
put undue reliance on forward-looking statements, and SPAC, PubCo and the
Company assume no obligation and do not intend to update or revise these
forward-looking statements, whether as a result of new information, future
events, or otherwise. None of SPAC, PubCo or the Company give any assurance that
any of SPAC, PubCo or the Company will achieve its expectations.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
Exhibit Description
2.1* Amended and Restated Agreement and Plan of Merger, dated as of August
15, 2022, by and among SPAC, PubCo, Merger Sub 1, Merger Sub 2 and the
Company.
104 Cover Page Interactive Data File (formatted as inline XBRL).
* Certain exhibits and schedules to this Exhibit have been omitted in accordance
with Regulation S-K Item 601(b)(2). SPAC agrees to furnish supplementally a
copy of all omitted exhibits and schedules to the Securities and Exchange
Commission upon its request.
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