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Pacifico Acquisition Corp. *

Pacifico Acquisition Corp. *

Jul 20, 2021 by Anthony Sozzi

PROPOSED BUSINESS COMBINATION: Caravelle Group Co., Ltd

ENTERPRISE VALUE: $527 million
ANTICIPATED SYMBOL: TBD

Pacifico Acquisition Corp. has entered into a proposed business combination with Caravelle Group Co., Ltd.

Caravelle is a global ocean transportation technology company, and its Co-Tech solution (Carbon-neutral Ocean transportation technology) actively utilizes huge idle time and space in ocean transportation. The waste heat of the tail gas in the marine shipping is recycled, and the wood drying is completed during the marine transportation, and the net zero-emission of the value chain is completely realized, the reducing carbon forms a large number of carbon sinks that can be traded. It is estimated that by 2024 and 2028, the cumulative carbon dioxide emissions saved will reach 5.2 million tons and 57 million tons respectively, and realize the symbiosis of economic effect and social value.

EXTENSION – 12/14/22 – LINK

  • The Sponsor intends to deposit into the Company’s trust account a principal amount of $575,000, representing approximately $0.10 per share of common stock, in order to extend the period of time the Company has to complete a business combination for an additional three months period, from December 16, 2022 to March 16, 2023.
  • The extension is the second of up to two three-month extensions permitted under the Company’s governing documents.

EXTENSION – 9/16/22 – LINK

  • Pacifico Acquisition Corp. announced today that Caravelle Group Co., Ltd has deposited into the Company’s trust account a principal amount of $575,000, representing approximately $0.10 per share of common stock, in order to extend the period of time the Company has to complete a business combination for an additional 3 months period, from September 16, 2022 to December 16, 2022.
  • The Company issued an unsecured promissory note in an amount of $575,000 to Caravelle.
  • The promissory note bears no interest and is payable promptly after the date on which the Company consummates an initial business combination with Caravelle.
  • The purpose of the extension is to provide time for the Company to complete a business combination.

SUBSEQUENT EVENT – 8/17/22 – LINK

  • On August 15, 2022, the parties entered into an Amended and Restated Agreement and Plan of Merger (the “Merger Agreement”).
    • (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
    • (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.

TRANSACTION

  • The pro forma enterprise value of the combined company is $527 million
  • An anticipated $60 million PIPE
  • Up to $58 million of cash held in the trust account of Pacifico, subject to redemptions.
  • The proposed business combination is expected to be completed in the fall of 2022.

PIPE

  • There is an anticipated $60M PIPE

EARNOUT

  • Company
    • Earnout Event I
      • The company will be able to earn up to 15 million shares if the reported consolidated revenue is no less than $200M for the six months ending June 30, 2023
    • Earnout Event II
      • The company will be able to earn up to 20 million shares if the reported consolidated revenue is no less than $450M for the year ending December 31, 2023

LOCK-UP

  • SPAC and Company
    • The six-month anniversary of the Closing Date.

NOTABLE CONDITIONS TO CLOSING

  • Receiving PIPE Subscription Agreements within two months after the date of the Merger Agreement with the total PIPE Investment Amount of $60,000,000 solely for purposes of consummating the Transactions
  • On August 15, the SPAC:
    • (i) eliminated the PIPE investment amount of $60,000,000 as a closing condition
    • (ii) eliminated the minimum cash amount of $4,000,000 as a closing condition

NOTABLE CONDITIONS TO TERMINATION

  • If the Closing has not occurred on or before August 31, 2022
  • By SPAC if the PIPE Subscription Agreements have not been entered into within two months after the date of the Merger Agreement
  • If there is any Terminating Company Breach or Terminating SPAC Breach, SPAC or the Company, respectively, has the right to terminate the Merger Agreement after the cure period of 15 days and charge the $500,000 break-up fee.
    • If the Company has not deposited the extension fee pursuant to the Merger Agreement, SPAC has the right to terminate the Merger Agreement and the Company is obligated to pay SPAC $1,000,000 break-up fee.

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.

MANAGEMENT & BOARD

Executive Officers

Edward Cong Wang, 38
Chief Executive Officer, Chairman and President

Mr. Wang has served as the managing partner at The Balloch (Holding) Group since March 2020. Before that, he was a partner at Prestige Financial Holdings Group Limited from August 2018 to September 2019. Mr. Wang also served as a partner at Shenzhen Bode Chuangfu Investment Management Co. Ltd., from January 2017 to July 2018. Mr. Wang served as the chief executive officer of ZS Fur & Leather Fashion Co., a family owned business, from July 2014 to December 2016. Prior to ZS Fur, He worked at Merrill Lynch, Pierce, Fenner & Smith Incorporated as a vice president from July 2011 to June 2014. Mr. Wang received a bachelor’s degree from Stony Brook University in 2006 and graduated with a master’s degree of Statistics from Columbia University in 2010.

Yi Zhong, 49
Chief Financial Officer and Director

Mr. Zhong has served as the senior vice president of HGC Investment Management since June 2017. Prior to joining HGC Investment Management, he had served as the general manager of China Youth Travel Service Group from January 2016 to May 2017. Mr. Zhong was the assistant to the president of GT Land Holdings Limited from September 2007 to November 2012. He served as co-founder and chief operating officer of Supernode Innovation Technology from March 2015 to December 2015. Mr. Zhong graduated from the University of Massachusetts, Amherst with a master’s degree of Hospitality and Tourism Management in 2004 and a master’s degree in Resource Economics in 2005, and he received a bachelor’s degree of English from Huazhong University of Science and Technology in 1995.

Board of Directors

Raymond John Gibbs, 67
Independent Director

He has spent the last 21 years as a chief financial officer or commercial director of high technology and fast-moving consumer goods businesses both in the quoted and private arenas. Mr. Gibbs has co-chaired the UK-China Joint Working Group on Graphene Standardization, organized by the BSI Group and the China Standards Authority, and he has served as the chairman of planar tech LLC since July 2019. In addition, he served as the president of business development and the chief executive officer of Haydale Graphene Industries PLC, a publicly listed company in the UK, from May 2010 to July 2019. Mr. Gibbs is a Chartered Accountant.  Mr. Gibbs received a bachelor’s degree from Nottingham Trent University in 1977.

Yue Tang, 40
Independent Director

Ms. Tang has served as the executive director and general manager of Shanghai Shensheng Investment Development Co., Ltd. since July 2019 and has been its shareholder since August 2017. In August 2015, Ms. Tang founded Shanghai Zhongduo Advertising Co. Ltd. and has served as an executive director since the company’s founding. In March 2010, Ms. Tang co-founded Shanghai Yudong Business Consulting Co. Ltd., a company engaging the business of real estate development, real estate brokerage, real estate consulting, and other real estate-related business, and has served as its supervisor since then. She also co-founded Shanghai Zheshang Real Estate Co., Ltd., in January 2008 and has served as its executive director since then. Ms. Tang also served as the executive vice president of Shanghai Fuhua Commercial Group Co., Ltd and general manager of Fudan Fuhua Science and Technology Center from May 2015 to April 2017. Ms. Tang received a Ph.D. degree in Business Administration from the French Higher School of Business in 2021 and received a bachelor’s degree in International Trade from Jilin University in 2003.

Shiyun Shao, 31
Independent Director

Ms. Shao is currently serving as the vice president of New Margin Capital, where she is responsible for fundraising, investment, and investor relations. In addition, she has also served as the head of compliance and risk control at Shanghai Junmi Equity Investment Fund Management Co., Ltd. since March 2020. Before she entered New Margin Capital in January 2020, she worked in Galaxy Holding Group as deputy business manager from October 2017 to January 2020. Before that, she worked as public relations manager which is responsible for business development and marketing campaigns in Asia Institute of Art and Finance from March 2016 to July 2016 Before that, during April 2014 to April 2015, she worked at Sotheby’s Australia as a senior customer service coordinator in Melbourne. Ms. Shao obtained her Master of Food Science from the University of Melbourne in 2014 and Bachelor of Food Quality and Safety from Jilin University in 2012.

 

ByAnthony Sozzi