- Caravelle Group Co., Ltd ("Caravelle") is an ocean
technology company providing international shipping services and
carbon-neutral solutions for wood desiccation.
- Caravelle has developed and commercialized its CO-Tech
solution, a novel approach toward shipping time, space, and the
repurposing of engine heat and biproducts to reduce carbon
emissions.
- The business combination of Caravelle and Pacifico
Acquisition Corp. ("Pacifico") has a pro forma enterprise value of
approximately $527 million.
- Transaction expected to provide approximately $100 million of cash proceeds, including an
anticipated $60 million PIPE and up
to $58 million of cash held in the
trust account of Pacifico assuming no redemptions by Pacifico
stockholders.
- Existing Caravelle shareholders will roll 100% of their
equity into the combined company.
- Transaction is expected to close in the fall of 2022 with
the combined company expected to trade on the Nasdaq.
NEW
YORK and SINGAPORE,
April 6,
2022 /PRNewswire/ -- Caravelle Group Co., Ltd
("Caravelle" or the "Company"), an ocean technology company
providing international shipping services and a carbon-neutral
solution for wood desiccation (the "CO-Tech solution"), announced
today that it has entered into a definitive merger agreement with
Pacifico Acquisition Corp. (Nasdaq: PAFO; "Pacifico"), a publicly
traded special purpose acquisition company or SPAC. The transaction
values the combined company at a pro forma enterprise value of
approximately $527 million with
existing Caravelle shareholders rolling over 100% of their equity
into the combined company. The transaction is expected to provide
approximately $100 million of cash
proceeds, including an anticipated $60
million PIPE and up to $58
million of cash held in the trust account of Pacifico
assuming no redemptions by Pacifico stockholders. These values
exclude $350 million of earn-out
shares that would be paid in common stock if applicable
revenue-based requirements are met in 2023. Upon completion of the
transaction, which is anticipated in the fall of 2022, the combined
company will operate as Caravelle International Group and is
expected to remain listed on Nasdaq.
Caravelle Overview
Caravelle is an ocean technology company providing international
shipping services and carbon-neutral solutions for wood desiccation
(the "CO-Tech solution"). The Company has developed and
commercialized a novel approach toward shipping time, space, and
the repurposing of engine heat and biproducts to reduce carbon
emissions, relative to traditional onshore processing. In addition
to its activities in timber transportation and desiccation,
Caravelle has developed innovative, value-added solutions for wood
fireproofing and the extraction of wood vinegar for use as an
organic fertilizer. Caravelle's ocean technologies encourage a
carbon neutral future for the timber shipping and processing
industry, while also recognizing sustainable profits.
Caravelle is dedicated to pursuing ESG-focused technologies and
assisting developing countries with achieving their carbon
neutrality goals. As global timber and lumber demand have
increased, consuming an average of 3.7 billion m3 of wood per year,
the environment has incurred a corresponding increase in carbon
emissions. Over 1 billion m3 of wood is presently processed and
then transported via ocean each year. Caravelle's CO-Tech model is
the only ocean drying technology in the timber shipping
industry.
Caravelle is led by a management team with over 20 years of
experience in the wood supply chain, industrial engineering, and
the international shipping of timber and other commodities.
Management Comments
Dr. Guohua Zhang, CEO of
Caravelle, welcomed the signing of the agreement between Pacifico
and Caravelle, saying, "Being what we believe will be the first
ocean-carbon neutral technology public company on Nasdaq, Caravelle
hopes to jump start the ocean economy and carbon neutral technology
into exponential growth, as well as achieve ESG goals in the ocean
transportation industry."
Mr. Edward Cong Wang, CEO of
Pacifico commented, "The Pacifico team is excited to work with
Caravelle as it continues to carry out its goal, which began more
than five years ago. Our respective teams believe that today's
success necessitates alignment with secular shifts toward ESG;
Caravelle's commitment to utilize ocean carbon-neutral co-tech to
revolutionize the timber industry is unprecedented. We are
committed to assisting Caravelle in its transition from a great
private company to a great public company by leveraging our deep
understanding in both private and public capital markets."
Key Transaction Terms
The pro forma enterprise value of the combined company is
$527 million including an anticipated
$60 million PIPE and up to
$58 million of cash held in the trust
account of Pacifico, subject to redemptions. These values exclude
$350 million of earn-out shares that
would be paid in common stock if applicable revenue-based
requirements are met in 2023. The transaction, which has been
approved by the boards of directors of Caravelle and Pacifico, is
subject to approval by the stockholders of Caravelle and Pacifico,
respectively, minimum cash requirements, and other customary
closing conditions. The proposed business combination contemplates
that Caravelle stockholders will roll 100% of their equity into the
combined company.
All cash remaining on the combined company's balance sheet at
the closing of the transaction, after the settlement of
transaction-related expenses, is expected to be utilized by the
combined company for working capital, growth, and other general
corporate purposes. The proposed business combination is expected
to be completed in the fall of 2022.
A more detailed description of the transaction terms and a copy
of the definitive merger agreement will be included in a Current
Report on Form 8-K to be filed by Pacifico with the United States
Securities and Exchange Commission (the "SEC"). Pacifico or one of
its subsidiaries will file a registration statement (which will
contain a proxy statement and prospectus) with the SEC in
connection with the transaction.
Advisors
Chardan is acting as M&A and capital markets advisor to
Pacifico. Jun He Law Offices LLC is acting as legal counsel to
Caravelle in the transaction. Loeb & Loeb LLP is acting as
legal counsel to Pacifico.
About Caravelle
Caravelle Group Co., Ltd ("Caravelle") is a world-leading ocean
technology firm providing a carbon-neutral solutions to the
traditional timber and shipping industries. Boasting a seasoned,
entrepreneurial team with extensive experience in the international
shipping and timber industry, Caravelle will transform ocean-based
shipping with its integration of its traditional shipping services
and the newly launched CO-Tech business. For more information,
visit: https://www.caravelleglobal.com.
About Pacifico Acquisition Corp.
Pacifico Acquisition Corp ("Pacifico") is a blank check company
formed for the purpose of effecting a merger, share exchange, asset
acquisition, share purchase, reorganization or similar business
combination with one or more businesses.
Important Information about the Proposed Business Combination
and Where to Find It
This press release relates to a proposed transaction between
Pacifico and Caravelle. This press release 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 proposed business combination, Pacifico, Caravelle and/or
a successor entity of the transaction intends to relevant materials
with the SEC, including a registration statement on Form F-4
containing a proxy statement/prospectus (the "Registration
Statement") with the SEC. The Registration Statement will include a
proxy statement/prospectus to be distributed to holders of
Pacifico's common stock in connection with Pacifico's solicitation
of proxies for the vote by Pacifico's stockholders with respect to
the proposed transaction and other matters as described in the
Registration Statement, as well as the prospectus relating to the
offer of securities to be issued to Caravelle's stockholders in
connection with the proposed business combination. After the
Registration Statement has been filed and declared effective,
Pacifico will mail a definitive proxy statement, when available, to
its stockholders.
Before making any voting or investment decision, investors
and security holders and other interested parties are urged to read
the Registration Statement, any amendments thereto and any other
documents filed with the SEC carefully and in their entirety when
they become available because they will contain important
information about Pacifico, Caravelle and the proposed business
combination. Copies of these documents may be obtained free of
charge at the SEC's website at www.sec.gov.
The documents filed by Pacifico with the SEC also may be
obtained free of charge upon written request to Pacifico at c/o
Pacifico Capital LLC, 521 Fifth Avenue 17th Floor, New York, NY 10175. The documents filed by
Caravelle or any successor entity of the transaction with the SEC
also may be obtained free of charge upon written request to
Caravelle at 60 Paya Lebar Road, #06-17 Paya Lebar Square,
Singapore 409051.
Participants in the Solicitation
Pacifico and Caravelle and their respective directors and
executive officers may be deemed participants in the solicitation
of proxies from Pacifico's stockholders with respect to the
proposed business combination under the rules of the SEC.
Securityholders may obtain more detailed information regarding the
names, affiliations, and interests of certain of Pacifico's
executive officers and directors in the solicitation by reading
Pacifico's Registration Statement and other relevant materials
filed with the SEC in connection with the proposed business
combination when they become available. Information about
Pacifico's directors and executive officers and their ownership of
Pacifico common stock is set forth in Pacifico's prospectus related
to its initial public offering dated September 13, 2021, as modified or supplemented
by any Form 3 or Form 4 filed with the SEC since the date of that
filing. Other information regarding the interests of Pacifico's
participants in the proxy solicitation, which in some cases, may be
different than those of their stockholders generally, will be set
forth in the Registration Statement relating to the proposed
business combination when it becomes available. These documents can
be obtained free of charge at the SEC's web site at
www.sec.gov.
Caravelle and its directors and executive officers may also be
deemed to be participants in the solicitation of proxies from the
stockholders of Pacifico in connection with the proposed business
combination. A list of the names of such directors and executive
officers and information regarding their interests in the proposed
business combination will be included in the Registration Statement
for the proposed business combination.
Non-Solicitation
This press release is not a proxy statement or
solicitation of a proxy, consent, or authorization with respect to
any securities or in respect of the proposed business combination.
This press release shall also not constitute an offer to sell or
the solicitation of an offer to buy any securities, nor shall there
be any sale of securities in any states or jurisdictions in which
such offer, solicitation, or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by
means of a prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended, or an exemption therefrom.
Forward-Looking Statements
Certain statements made in this press release are
"forward-looking statements" within the meaning of the safe harbor
provisions under the United States Private Securities Litigation
Reform Act of 1995, including statements about the parties' ability
to close the proposed business combination and related
transactions, the anticipated benefits of the proposed business
combination, and the financial condition, results of operations,
earnings outlook and prospects of Pacifico and/or the proposed
business combination and related transactions and may include
statements for the period following the consummation of the
proposed business combination and related transactions. In
addition, any statements that refer to projections (including
EBITDA, adjusted EBITDA, EBITDA margin and revenue projections),
forecasts or other characterizations of future events or
circumstances, including any underlying assumptions, are
forward-looking statements. Forward-looking statements are
typically identified by words such as "plan," "believe," "expect,"
"anticipate," "intend," "outlook," "estimate," "forecast,"
"project," "continue," "could," "may," "might," "possible,"
"potential," "predict," "should," "would" and other similar words
and expressions, but the absence of these words does not mean that
a statement is not forward-looking.
The forward-looking statements are based on the current
expectations of the management of Pacifico and Caravelle, as
applicable, and are inherently subject to uncertainties and changes
in circumstances and their potential effects and speak only as of
the date of such statement. There can be no assurance that future
developments will be those that have been anticipated. These
forward-looking statements involve a number of risks, uncertainties
or other assumptions that may cause actual results or performance
to be materially different from those expressed or implied by these
forward-looking statements, including: risks related to Caravelle's
businesses and strategies; the ability to complete the proposed
business combination due to the failure to obtain approval from
Pacifico's stockholders or satisfy other closing conditions in the
definitive merger agreement; the amount of any redemptions by
existing holders of Pacifico's common stock; the ability to
recognize the anticipated benefits of the business combination;
other risks and uncertainties included under the header "Risk
Factors" in the Registration Statement to be filed by Pacifico,
Caravelle and/or a successor entity of the transaction, in the
final prospectus of Pacifico for its initial public offering dated
September 13, 2021; and in Pacifico's
other filings with the SEC. 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 Caravelle and
Pacifico 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. Neither Caravelle
Pacifico gives any assurance that either Caravelle, Pacifico or the
combined company will achieve its expectations.
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SOURCE Pacifico Acquisition Corp.