UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
August 15, 2022
Date of Report (Date of earliest event reported)
Pacifico Acquisition Corp.
(Exact Name of Registrant as Specified in its Charter)
Delaware |
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001-40801 |
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86-2422615 |
(State or other jurisdiction
of incorporation) |
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(Commission File Number) |
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(I.R.S. Employer
Identification No.) |
c/o Pacifico Capital LLC
521 Fifth Avenue 17th Floor
New York, NY |
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10175 |
(Address of Principal Executive Offices) |
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(Zip Code) |
Registrant’s telephone number, including
area code: (646) 886 8892
N/A
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☒ |
Written communications pursuant to Rule 425 under the Securities Act |
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☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
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☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
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☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
Common Stock |
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PAFO |
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NASDAQ Capital Market |
Rights |
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PAFOR |
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NASDAQ Capital Market |
Units |
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PAFOU |
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NASDAQ Capital Market |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities
Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
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.
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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
| * | 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. |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: August 17, 2022 |
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PACIFICO ACQUISITION CORP. |
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By: |
/s/ Edward Cong Wang |
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Name: |
Edward Cong Wang |
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Title: |
Chief Executive Officer |
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