10q10k10q10k.net
High-Trend International Group

High-Trend International GroupHTCO财报

Nasdaq · media industry

Motor Trend Group, LLC is a media company that specializes in enthusiast brands, such as Motor Trend and Hot Rod. Headquartered in El Segundo, California, it was a subsidiary of the TNT Sports division of Warner Bros. Discovery (WBD) until being sold to Hearst Communications in 2024.

What changed in High-Trend International Group's 20-F — 2022 vs 2023

Top changes in High-Trend International Group's 2023 20-F

444 paragraphs added · 518 removed · 169 edited across 6 sections

Item 2. Properties

Properties — owned and leased real estate

2 edited+0 added−0 removed0 unchanged
Item 2. Offer Statistics and Expected Timetable 1 Item 3. Key Information 1 Item 4. Information on the Company 29 Item 5. Operating and Financial Review and Prospects 44 Item 6. Directors, Senior Management and Employees 54 Item 7. Major Shareholders and Related Party Transactions 60 Item 8. Financial Information 64 Item 9. Offer and Listing 64 Item 10.
Item 2. Offer Statistics and Expected Timetable 1 Item 3. Key Information 1 Item 4. Information on the Company 26 Item 5. Operating and Financial Review and Prospects 37 Item 6. Directors, Senior Management and Employees 47 Item 7. Major Shareholders and Related Party Transactions 52 Item 8. Financial Information 56 Item 9. Offer and Listing 56 Item 10.
Additional Information 64 Item 11. Quantitative and Qualitative Disclosures About Market Risk 73
Additional Information 56 Item 11. Quantitative and Qualitative Disclosures About Market Risk 66

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

81 edited+97 added−102 removed212 unchanged
Although historically the ocean shipping industry has been able to largely offset the inflationary pressure by passing the costs of inflation onto its customers, the industry as a whole and Caravelle in particular may not be able to offset such costs sufficiently, in which case Caravelle’s cash flows and results would be negatively impacted.
Although historically the ocean shipping industry has been able to largely offset the inflationary pressure by passing the costs of inflation onto its customers, the industry as a whole and Caravelle in particular may not be able to offset such costs sufficiently, in which case Caravelle’s cash flows and results would be negatively impacted.
Additionally, Caravelle collects and stores certain data, including proprietary business information and customer and employee data, and may have access to other confidential information in the ordinary course of its business.
Additionally, Caravelle collects and stores certain data, including proprietary business information and customer and employee data, and may have access to other confidential information in the ordinary course of its business.
Despite Caravelle’s cybersecurity measures (including monitoring of networks and systems, and maintenance of backup and protective systems) which are continuously reviewed and upgraded, its information technology networks and infrastructure may still be vulnerable to damage, disruptions, or shutdowns due to attacks by hackers or breaches, employee error or malfeasance, data leakage, power outages, computer viruses and malware, telecommunication or utility failures, systems failures, natural disasters, or other catastrophic events.
Despite Caravelle’s cybersecurity measures (including monitoring of networks and systems, and maintenance of backup and protective systems) which are continuously reviewed and upgraded, its information technology networks and infrastructure may still be vulnerable to damage, disruptions, or shutdowns due to attacks by hackers or breaches, employee error or malfeasance, data leakage, power outages, computer viruses and malware, telecommunication or utility failures, systems failures, natural disasters, or other catastrophic events.
Risks Related to Caravelle and its Ordinary Shares No assurances can be given that an active trading market for Caravelle’s Ordinary Shares will develop or of the market price of the Caravelle Ordinary Shares.
Risks Related to Caravelle and its Ordinary Shares No assurances can be given that an active trading market for Caravelle’s Ordinary Shares will develop or of the market price of Caravelle Ordinary Shares.
No assurance can be provided as to the demand for or trading price of the Caravelle Ordinary Shares. Even if Caravelle is successful in developing a public market, there may not be enough liquidity in such market to enable shareholders to sell their ordinary shares.
No assurance can be provided as to the demand for or trading price of the Caravelle Ordinary Shares. Even if Caravelle is successful in developing a public market, there may not be enough liquidity in such a market to enable shareholders to sell their ordinary shares.
Any such violation could result in a severe adverse impact on Caravelle’s ability to access U.S. capital markets. Risks Related to Caravelle’s International Maritime Shipping Business Caravelle operates carriers worldwide and, as a result, its business has inherent operational risks, which may reduce its revenue or increase its expenses, and Caravelle may not be adequately covered by insurance.
Any such violation could result in a severe adverse impact on Caravelle’s ability to access U.S. capital markets. Risks Related to Caravelle’s International Shipping Business Caravelle operates carriers worldwide and, as a result, its business has inherent operational risks, which may reduce its revenue or increase its expenses, and Caravelle may not be adequately covered by insurance.
Accordingly, there can be no assurance that the IRS will not challenge whether Caravelle is subject to the above rules or that such a challenge would not be sustained by a court. The obligations associated with being a public company involve significant expenses and require significant resources and management attention, which may divert from Caravelle’s business operations.
Accordingly, there can be no assurance that the IRS will not challenge whether Caravelle is subject to the above rules or that such a challenge would not be sustained by a court. The obligations associated with being a public company involve significant expenses and require significant resources and management attention, which may divert us from Caravelle’s business operations.
On the other hand, it is also possible that the agreement is more favorable to Caravelle than is industry standard, in which case Caravelle may be unable to enter into agreements on similarly favorable terms with other vessel suppliers if Mr. Dong Zhang’s controlled entities terminate or change the agreement terms. Labor interruptions could disrupt Caravelle’s business.
On the other hand, it is also possible that the agreements are more favorable to Caravelle than is industry standard, in which case Caravelle may be unable to enter into agreements on similarly favorable terms with other vessel suppliers if Mr. Dong Zhang’s controlled entities terminate or change the agreement terms. Labor interruptions could disrupt Caravelle’s business.
Risks Related to Caravelle’s Business In addition to the other information included in this Report, the considerations listed below could have a material adverse effect on Caravelle’s business, financial condition or results of operations, cash flows, or ability to pay dividends, future prospects, or financial performance. The risks set forth below comprise all material risks currently known to Caravelle.
Risks Related to Caravelle’s Business In addition to the other information included in this Report, the considerations listed below could have a material adverse effect on Caravelle’s business, financial condition, or results of operations, cash flows, or ability to pay dividends, prospects, or financial performance. The risks set forth below comprise all material risks currently known to Caravelle.
Securities litigation against Caravelle could result in substantial costs and divert management’s attention from other business concerns, which could seriously harm Caravelle’s business. The requirements of being a public company may strain Caravelle’s resources, divert Caravelle management’s attention and affect Caravelle’s ability to attract and retain qualified board members.
Securities litigation against Caravelle could result in substantial costs and divert management’s attention from other business concerns, which could seriously harm Caravelle’s business. 17 The requirements of being a public company may strain Caravelle’s resources, divert Caravelle management’s attention and affect Caravelle’s ability to attract and retain qualified board members.
There is no guarantee that Caravelle’s shares will appreciate in value or that the trading price of the shares will not decline. If securities and industry analysts do not publish research or publish inaccurate or unfavorable research or cease publishing research about Caravelle, the price and trading volume of Caravelle’s securities could decline significantly.
There is no guarantee that Caravelle’s shares will appreciate in value or that the trading price of the shares will not decline. 18 If securities and industry analysts do not publish research or publish inaccurate or unfavorable research or cease publishing research about Caravelle, the price and trading volume of Caravelle’s securities could decline significantly.
Holder makes certain elections, Caravelle will continue to be treated as a PFIC with respect to such U.S. Holder, even if Caravelle ceases to be a PFIC in future taxable years. 25 If Caravelle were to be classified as a PFIC for any future taxable year, a U.S. Holder (as defined in “ Material U.S.
Holder makes certain elections, Caravelle will continue to be treated as a PFIC with respect to such U.S. Holder, even if Caravelle ceases to be a PFIC in future taxable years. If Caravelle were to be classified as a PFIC for any future taxable year, a U.S. Holder (as defined in “ Material U.S.
The factors that could cause fluctuations in Caravelle’s share price may include, among other factors discussed in this section, the following: ● actual or anticipated variations in our quarterly or annual financial results and prospects of the company or other companies in the same industry; ● changes in economic and financial market conditions; ● the inability to obtain or maintain the listing of the Caravelle Ordinary Shares on Nasdaq; ● the inability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, our ability to grow and manage growth profitably and retain our key employees; ● coverage by or changes in financial estimates by securities or industry analysts or failure to meet their expectations; ● changes in accounting standards, policies, guidance, interpretations or principles; ● changes in the market valuations of other companies in the same industry; ● announcements by Caravelle or its competitors of new services, expansions, investments, acquisitions, strategic partnerships or joint ventures; ● mergers or other business combinations involving Caravelle; ● additions and departures of key personnel and senior management; ● risks related to the organic and inorganic growth of the Combined Company’s business and the timing of expected business milestones; ● the passage of legislation or other developments affecting Caravelle or its industry; ● the trading volume of the Caravelle Ordinary Shares in the public market; ● the release of lockup, escrow or other transfer restrictions on Caravelle’s outstanding equity securities or sales of additional equity securities; ● potential litigation or regulatory investigations; ● natural disasters, terrorist acts, acts of war or periods of civil unrest; ● the impact of the COVID-19 pandemic on the Combined Company’s business, financial condition and results of operations; ● changes in general market, economic and political conditions in the United States and global economies or financial markets, including those resulting from natural disasters, terrorist attacks, acts of war and responses to such events; and ● the realization of some or all of the risks described in this section.
The factors that could cause fluctuations in Caravelle’s share price may include, among other factors discussed in this section, the following: ● actual or anticipated variations in our quarterly or annual financial results and prospects of the company or other companies in the same industry; ● changes in economic and financial market conditions; ● the inability to obtain or maintain the listing of the Caravelle Ordinary Shares on Nasdaq; ● the inability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, our ability to grow and manage growth profitably and retain our key employees; ● coverage by or changes in financial estimates by securities or industry analysts or failure to meet their expectations; ● changes in accounting standards, policies, guidance, interpretations or principles; ● changes in the market valuations of other companies in the same industry; ● announcements by Caravelle or its competitors of new services, expansions, investments, acquisitions, strategic partnerships or joint ventures; ● mergers or other business combinations involving Caravelle; ● additions and departures of key personnel and senior management; 16 ● risks related to the organic and inorganic growth of the Combined Company’s business and the timing of expected business milestones; ● the passage of legislation or other developments affecting Caravelle or its industry; ● the trading volume of the Caravelle Ordinary Shares in the public market; ● the release of lockup, escrow or other transfer restrictions on Caravelle’s outstanding equity securities or sales of additional equity securities; ● potential litigation or regulatory investigations; ● natural disasters, terrorist acts, acts of war or periods of civil unrest; ● the impact of epidemic and pandemic diseases, such as the COVID-19 pandemic, and governmental responses thereto, on the Combined Company’s business, financial condition and results of operations; ● changes in general market, economic and political conditions in the United States and global economies or financial markets, including those resulting from natural disasters, terrorist attacks, acts of war and responses to such events; and ● the realization of some or all of the risks described in this section.
Caravelle’s inability to generate sufficient cash flow to satisfy its debt service or other obligations, or to refinance its indebtedness on commercially reasonable terms or at all, could have a material adverse effect on its business, cash flows, financial condition and results of operations. 27 Anti-takeover provisions contained in Caravelle’s amended and restated memorandum and articles of association, as well as provisions of Cayman law, could impair a takeover attempt.
Caravelle’s inability to generate sufficient cash flow to satisfy its debt service or other obligations, or to refinance its indebtedness on commercially reasonable terms or at all, could have a material adverse effect on its business, cash flows, financial condition and results of operations. 24 Anti-takeover provisions contained in Caravelle’s amended and restated memorandum and articles of association, as well as provisions of Cayman law, could impair a takeover attempt.
These hazards may result in death or injury to persons, loss of revenue or property, payment of ransoms, environmental damage, higher insurance rates, market disruptions, and interference with shipping routes (such as delay or rerouting), which may have a material adverse effect on Caravelle’s business. Caravelle charters vessels mostly from Topsheen Shipping Limited, a company controlled by Mr.
These hazards may result in death or injury to persons, loss of revenue or property, payment of ransoms, environmental damage, higher insurance rates, market disruptions, and interference with shipping routes (such as delay or rerouting), which may have a material adverse effect on Caravelle’s business. Caravelle primarily charters vessels from Topsheen Shipping Limited, a company controlled by Mr.
Caravelle could be subject to industrial action or other labor unrest that could prevent or hinder its operations from being carried out normally. If not resolved in a timely and cost-effective manner, such business interruptions could have a material adverse effect on its business, financial condition, cash flows and results of operations. 8 Failure to comply with the U.S.
Caravelle could be subject to industrial action or other labor unrest that could prevent or hinder its operations from being carried out normally. If not resolved in a timely and cost-effective manner, such business interruptions could have a material adverse effect on its business, financial condition, cash flows and results of operations. 9 Failure to comply with the U.S.
In addition, changes in Caravelle’s operations or ownership could result in additional tax being imposed on Caravelle or its subsidiaries in jurisdictions in which operations are conducted. 14 For instance, in exceptional situations, under the Income Tax Act 1947 of Singapore, or the Singapore Income Tax Act, a company established outside Singapore but whose governing body, being the board of directors, exercises control and management of its business in Singapore could be considered a tax resident in Singapore.
In addition, changes in Caravelle’s operations or ownership could result in additional tax being imposed on Caravelle or its subsidiaries in jurisdictions in which operations are conducted. 11 For instance, in exceptional situations, under the Income Tax Act 1947 of Singapore, or the Singapore Income Tax Act, a company established outside Singapore but whose governing body, being the board of directors, exercises control and management of its business in Singapore could be considered a tax resident in Singapore.
The international shipping industry is an inherently risky business involving global operations of ocean-going freights. Cargoes carried by Caravelle are at risk of being damaged or lost because of events such as marine disasters, bad weather, mechanical failures, human error, environmental accidents, war, terrorism, piracy and other circumstances or events.
The international shipping industry is an inherently risky business involving global operations of ocean-going freight. Cargoes carried by Caravelle are at risk of being damaged or lost because of events such as marine disasters, bad weather, mechanical failures, human error, environmental accidents, war, terrorism, piracy and other circumstances or events.
Any such changes or developments could have a material adverse effect on Caravelle’s business, financial condition, cash flows and results of operations. 7 Caravelle’s freights may call on ports located in countries that are subject to restrictions imposed by the United States, United Kingdom, United Nations or other governments.
Any such changes or developments could have a material adverse effect on Caravelle’s business, financial condition, cash flows and results of operations. 8 Caravelle’s freights may call on ports located in countries that are subject to restrictions imposed by the United States, United Kingdom, United Nations or other governments.
Risks Related to Caravelle’s International Shipping Business ● Caravelle operates carriers worldwide and, as a result, its business has inherent operational risks, which may reduce its revenue or increase its expenses, and Caravelle may not be adequately covered by insurance. ● Caravelle charters vessels mostly from Topsheen Shipping Limited, a company controlled by Mr.
Risks Related to Caravelle’s International Shipping Business ● Caravelle operates carriers worldwide and, as a result, its business has inherent operational risks, which may reduce its revenue or increase its expenses, and Caravelle may not be adequately covered by insurance. ● Caravelle charters vessels primarily from Topsheen Shipping Limited, a company controlled by Mr.
A non-U.S. corporation generally will be considered to be a PFIC for any taxable year in which 75% or more of its gross income is passive income, or 50% or more of the value, determined on the basis of a quarterly average, of its gross assets are considered “passive assets” (generally, assets that generate passive income).
A non-U.S. corporation is generally considered a PFIC for any taxable year in which 75% or more of its gross income is passive income, or 50% or more of the value, determined on the basis of a quarterly average, of its gross assets are considered “passive assets” (generally, assets that generate passive income).
These factors also could cause the market price and demand for the Caravelle Ordinary Shares to fluctuate substantially, which may limit or prevent investors from readily selling their shares and may otherwise affect negatively the price and liquidity of the Caravelle Ordinary Shares.
These factors also could cause the market price and demand for the Caravelle Ordinary Shares to fluctuate substantially, which may limit or prevent investors from readily selling their shares and may otherwise affect negatively the price and liquidity of the Caravelle Ordinary Shares. Many of these factors and conditions are beyond control.
Furthermore, even after Caravelle no longer qualifies as an “emerging growth company,” as long as Caravelle continues to qualify as a foreign private issuer under the Exchange Act, Caravelle will be exempt from certain provisions of the Exchange Act that are applicable to U.S. domestic public companies, including, but not limited to, the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act; the sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q containing unaudited financial and other specified information, or current reports on Form 8-K, upon the occurrence of specified significant events.
This may make the comparison of Caravelle’s financial statements with certain other public companies difficult or impossible because of the potential differences in accounting standards used. 20 Furthermore, even after Caravelle no longer qualifies as an “emerging growth company,” as long as Caravelle continues to qualify as a foreign private issuer under the Exchange Act, Caravelle will be exempt from certain provisions of the Exchange Act that are applicable to U.S. domestic public companies, including, but not limited to, the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act; the sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q containing unaudited financial and other specified information, or current reports on Form 8-K, upon the occurrence of specified significant events.
Dong Zhang is a related party to Caravelle, the agreement between Caravelle and the entities he controls might not have been negotiated at arm’s length. It is possible the agreement is more favorable to Mr. Dong Zhang’s controlled entities than is industry standard, due to the possible conflicts of interest described above.
More generally, since Mr. Dong Zhang was a related party to Caravelle, the agreements previously negotiated between Caravelle and the entities he controls might not have been negotiated at arm’s length. It is possible the agreements are more favorable to Mr. Dong Zhang’s controlled entities than is industry standard, due to the possible conflicts of interest described above.
The COVID-19 pandemic, and measures to contain its spread, have impacted the markets in which Caravelle operates and could have a material adverse effect on Caravelle’s business, financial condition, cash flows and results of operations. ● If global economic conditions weaken, particularly in the Asia Pacific region, it could have a material adverse effect on Caravelle’s business, financial condition and results of operations. ● An increase in trade protectionism globally could have a material adverse impact on Caravelle’s business and, in turn, could cause a material adverse impact on Caravelle’s business, financial condition, results of operations and cash flows. ● Caravelle operates in a highly competitive international shipping industry and if Caravelle does not compete successfully with new entrants or established companies with greater resources, its shipping business growth and results of operations may be adversely affected. ● Increases in marine fuel prices could increase Caravelle’s operating costs. ● Increases in port fees and stevedoring expenses could increase Caravelle’s operating costs. ● World events, including terrorist attacks and regional conflict, could have a material adverse effect on Caravelle’s business, financial condition, cash flows and results of operations. ● Acts of piracy on ocean-going vessels may have a material adverse effect on Caravelle’s business, financial condition, cash flows, and results of operations. ● Increased inspection procedures and tighter import and export controls could increase costs and disrupt Caravelle’s business. ● Caravelle’s freights may call on ports located in countries that are subject to restrictions imposed by the United States, United Kingdom, United Nations or other governments.
Charter hire rates for shipping vessels may experience volatility or increase, which would, in turn, adversely affect Caravelle’s profitability. ● Outbreaks of epidemic and pandemic diseases, such as COVID-19 pandemic, and governmental responses thereto, could adversely affect Caravelle’s business. ● If global economic conditions weaken, particularly in the Asia Pacific region, it could have a material adverse effect on Caravelle’s business, financial condition and results of operations. ● An increase in trade protectionism globally could have a material adverse impact on Caravelle’s business and, in turn, could cause a material adverse impact on Caravelle’s business, financial condition, results of operations and cash flows. ● Caravelle operates in a highly competitive international shipping industry and if Caravelle does not compete successfully with new entrants or established companies with greater resources, its shipping business growth and results of operations may be adversely affected. ● Increases in marine fuel prices could increase Caravelle’s operating costs. ● Increases in port fees and stevedoring expenses could increase Caravelle’s operating costs. ● World events, including terrorist attacks and regional conflict, could have a material adverse effect on Caravelle’s business, financial condition, cash flows and results of operations. ● Acts of piracy on ocean-going vessels may have a material adverse effect on Caravelle’s business, financial condition, cash flows, and results of operations. ● Increased inspection procedures and tighter import and export controls could increase costs and disrupt Caravelle’s business. ● Caravelle’s freights may call on ports located in countries that are subject to restrictions imposed by the United States, United Kingdom, United Nations or other governments.
In addition, some U.S. states, such as Delaware, have more fully developed and judicially interpreted bodies of corporate law than the Cayman Islands. 23 Although there is no statutory enforcement in the Cayman Islands of judgments obtained in the United States (and the Cayman Islands are not a party to any treaties for the reciprocal enforcement or recognition of such judgments), a judgment obtained in the United States will be recognized and enforced in the courts of the Cayman Islands at common law, without any re-examination of the merits of the underlying dispute, by an action commenced on the foreign judgment debt in the Grand Court of the Cayman Islands, provided such judgment (a) is given by a foreign court of competent jurisdiction; (b) imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given; (c) is final; (d) is not in respect of taxes, a fine or a penalty; and (e) was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands.
Although there is no statutory enforcement in the Cayman Islands of judgments obtained in the United States (and the Cayman Islands are not a party to any treaties for the reciprocal enforcement or recognition of such judgments), a judgment obtained in the United States will be recognized and enforced in the courts of the Cayman Islands at common law, without any re-examination of the merits of the underlying dispute, by an action commenced on the foreign judgment debt in the Grand Court of the Cayman Islands, provided such judgment (a) is given by a foreign court of competent jurisdiction; (b) imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given; (c) is final; (d) is not in respect of taxes, a fine or a penalty; and (e) was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands.
If any such actions are instituted against us and it is not successful in defending itself or asserting its rights, those actions could have a material adverse effect on our business, results of operations or financial condition, including, without limitation, by way of imposition of significant civil, criminal and administrative penalties, damages, monetary fines, disgorgement, imprisonment and other sanctions, contractual damages, reputational harm, diminished profits and future earnings and curtailment of our operations. 16 Caravelle might not obtain and maintain sufficient insurance coverage, which could expose Caravelle to significant costs and business disruption.
If any such actions are instituted against us and it is not successful in defending itself or asserting its rights, those actions could have a material adverse effect on our business, results of operations or financial condition, including, without limitation, by way of imposition of significant civil, criminal and administrative penalties, damages, monetary fines, disgorgement, imprisonment and other sanctions, contractual damages, reputational harm, diminished profits and future earnings and curtailment of our operations.
A significant increase in charter rates would adversely affect Caravelle’s profitability, cash flows and ability to pay dividends. 4 Factors that influence demand for shipping capacity include: ● supply and demand for products suitable for maritime shipping; ● changes in global production of products transported by ships; ● the distance that cargo products are to be moved by sea; ● the globalization and deglobalization of manufacturing; ● global and regional economic and political conditions; ● developments and disruptions in international trade; ● changes in seaborne and other transportation patterns, including changes in the distances over which cargoes are transported and the speed of vessels; ● environmental and other regulatory developments; and ● currency exchange rates.
Factors that influence demand for shipping capacity include: ● supply and demand for products suitable for maritime shipping; ● changes in global production of products transported by ships; ● the distance that cargo products are to be moved by sea; ● the globalization and deglobalization of manufacturing; ● global and regional economic and political conditions; ● developments and disruptions in international trade; ● changes in seaborne and other transportation patterns, including changes in the distances over which cargoes are transported and the speed of vessels; ● environmental and other regulatory developments; and ● currency exchange rates.
Many of these factors and conditions are beyond control. 19 Caravelle’s share price may be volatile and could decline substantially. The market price of the Caravelle Ordinary Shares may be volatile, both because of actual and perceived changes in the company’s financial results and prospects, and because of general volatility in the stock market.
Caravelle’s share price may be volatile and could decline substantially. The market price of the Caravelle Ordinary Shares may be volatile, both because of actual and perceived changes in the company’s financial results and prospects, and because of general volatility in the stock market.
Pursuant to relevant terminal port agreements entered into between Caravelle and the relevant stevedoring companies, stevedoring expenses are charged by the relevant stevedoring companies to each shipping company for the use of its labor and the stevedoring facilities.
Increases in port fees and stevedoring expenses could increase Caravelle’s operating costs. Pursuant to relevant terminal port agreements entered into between Caravelle and the relevant stevedoring companies, stevedoring expenses are charged by the relevant stevedoring companies to each shipping company for the use of its labor and the stevedoring facilities.
In addition, the stock markets have experienced significant price and trading volume fluctuations from time to time, and the market prices of the equity securities of retailers have been extremely volatile and are sometimes subject to sharp price and trading volume changes.
In addition, the stock markets have experienced significant price and trading volume fluctuations from time to time, and the market prices of the equity securities of retailers have been extremely volatile and are sometimes subject to sharp price and trading volume changes. These broad market fluctuations may materially and adversely affect the market price of the Caravelle Ordinary Shares.
In addition, Caravelle will not be required to file annual reports and financial statements with the SEC as promptly as U.S. domestic companies whose securities are registered under the Exchange Act, and are not required to comply with Regulation FD, which restricts the selective disclosure of material information. 24 As a result, Caravelle’s shareholders may not have access to certain information they deem important.
In addition, Caravelle will not be required to file annual reports and financial statements with the SEC as promptly as U.S. domestic companies whose securities are registered under the Exchange Act, and are not required to comply with Regulation FD, which restricts the selective disclosure of material information.
Caravelle’s credit facilities impose operating and financial restrictions on Caravelle that limit its ability, or the ability of its subsidiaries party thereto, among other things, to: ● effect a change of ownership or control of the relevant borrower group under each facility; and ● during an accounting period, pay dividends. 18 Therefore, Caravelle may need to seek permission from its lenders in order to engage in some corporate actions.
Caravelle’s credit facilities impose operating and financial restrictions on Caravelle that limit its ability, or the ability of its subsidiaries party thereto, among other things, to: ● effect a change of ownership or control of the relevant borrower group under each facility; and ● during an accounting period, pay dividends.
Decreases in such demand and/or increases in international maritime shipping capacity could lead to significantly lower freight rates, reduced volume, or a combination of the two, which would have a material adverse effect on Caravelle’s business, financial condition and results of operations.
Decreases in such demand and/or increases in international maritime shipping capacity could lead to significantly lower freight rates, reduced volume, or a combination of the two, which would have a material adverse effect on Caravelle’s business, financial condition and results of operations. 5 Caravelle’s profitability and growth depend on the demand for shipping vessels and global economic conditions, and the impact of consumer confidence and consumer spending on shipping volume and charter rates.
To the extent Caravelle operates its business, Caravelle may only obtain and maintain a charterers’ liability insurance coverage and a freight, demurrage, and defense insurance coverage for its business operations.
Caravelle might not obtain and maintain sufficient insurance coverage, which could expose Caravelle to significant costs and business disruption. To the extent Caravelle operates its business, Caravelle may only obtain and maintain a charterers’ liability insurance coverage and a freight, demurrage, and defense insurance coverage for its business operations.
These broad market fluctuations may materially and adversely affect the market price of the Caravelle Ordinary Shares. 20 The sale or availability for sale of substantial amounts of Caravelle Ordinary Shares could adversely affect their market price.
The sale or availability for sale of substantial amounts of Caravelle Ordinary Shares could adversely affect their market price.
Caravelle’s ability to borrow money and access the capital markets through future offerings may be limited by a number of factors, including: ● Caravelle’s financial performance; ● Caravelle’s credit ratings; ● the liquidity of the overall capital markets; ● general economic conditions and other contingencies and uncertainties; and ● the state of the international maritime shipping industry.
However, Caravelle’s ability to borrow money and access capital markets through future offerings may be constrained by several factors, including: ● Caravelle’s financial performance; ● Strategic decisions and new priorities set by the new executive management and independent directors; ● Caravelle’s credit ratings; 12 ● The liquidity of the overall capital markets; ● General economic conditions and other contingencies and uncertainties; and ● The state of the international maritime shipping industry.
In addition, as a public company, Caravelle is required to document and test its internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act so that its management can certify as to the effectiveness of its internal control over financial reporting. Caravelle is required to meet the initial listing requirements to be listed on Nasdaq.
In addition, as a public company, Caravelle is required to document and test its internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act so that its management can certify as to the effectiveness of its internal control over financial reporting. 22 There can be no assurance that we will be able to comply with the continued listing standards of Nasdaq.
Because Caravelle generates most of its revenues in United States dollars but incurs a portion of the expenses in other currencies, exchange rate fluctuations could hurt the results of operations. Caravelle generates most of its revenues in United States dollars, but may incur some of the vessels’ expenses in currencies other than United States dollars, mainly Euros and Singapore Dollars.
Caravelle generates most of its revenues in United States dollars, but may incur some of the vessels’ expenses in currencies other than United States dollars, mainly Euros and Singapore Dollars.
Factors that influence the supply of shipping capacity include: ● the number of new building deliveries; ● the scrapping rate of older shipping vessels; ● the price of steel and other raw materials; ● changes in environmental and other regulations that may limit the useful life of shipping vessels; ● the number of shipping vessels that are out of service; and ● port congestion.
Factors that influence the supply of shipping capacity include: ● the number of new building deliveries; ● the scrapping rate of older shipping vessels; ● the price of steel and other raw materials; ● changes in environmental and other regulations that may limit the useful life of shipping vessels; ● the number of shipping vessels that are out of service; and ● port congestion. 6 Outbreaks of epidemic and pandemic diseases, such as the COVID-19 pandemic, and governmental responses thereto, could adversely affect Caravelle’s business.
If these rules apply to the Merger, Caravelle and certain of Caravelle’s shareholders may be subject to adverse tax consequences including, but not limited to, restrictions on the use of tax attributes with respect to “inversion gain” recognized over a 10-year period following the transaction, disqualification of dividends paid from preferential “qualified dividend income” rates and the requirement that any U.S. corporation owned by Caravelle include as “base erosion payments” that may be subject to a minimum U.S. federal income tax any amounts treated as reductions in gross income paid to certain related foreign persons.
In general, if a foreign corporation acquires, directly or indirectly, substantially all of the properties held directly or indirectly by a U.S. corporation and after the acquisition, the former shareholders of the acquired U.S. corporation hold at least 60% (by either vote or value) but less than 80% (by vote and value) of the shares of the foreign acquiring corporation by reason of holding shares in the acquired U.S. corporation, subject to other requirements, certain adverse tax consequences under Section 7874 of the Code may apply. 21 If these rules apply to the Merger, Caravelle and certain of Caravelle’s shareholders may be subject to adverse tax consequences including, but not limited to, restrictions on the use of tax attributes with respect to “inversion gain” recognized over a 10-year period following the transaction, disqualification of dividends paid from preferential “qualified dividend income” rates and the requirement that any U.S. corporation owned by Caravelle include as “base erosion payments” that may be subject to a minimum U.S. federal income tax any amounts treated as reductions in gross income paid to certain related foreign persons.
Foreign Corrupt Practices Act and other anti-bribery legislation in other jurisdictions could result in fines, criminal penalties, contract terminations and an adverse effect on Caravelle’s business. ● The smuggling of drugs or other contraband onto Caravelle’s freight may lead to governmental claims against Caravelle. ● Caravelle needs to maintain its relationships with local shipping agents, port and terminal operators.
Foreign Corrupt Practices Act and other anti-bribery legislation in other jurisdictions could result in fines, criminal penalties, contract terminations and an adverse effect on Caravelle’s business. ● The smuggling of drugs or other contraband onto Caravelle’s freight may lead to governmental claims against Caravelle. ● Caravelle needs to maintain its relationships with local shipping agents, port and terminal operators. 2 Risks related to Caravelle’s CO-Tech Business ● Caravelle’s CO-Tech business has no operating history, and its project growth might not be realized. ● Caravelle’s forecast regarding its CO-Tech business relies in large part upon assumptions and analyses developed by its management.
You may face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts may be limited, because Caravelle is an exempted company incorporated under the laws of the Cayman Islands, Caravelle conducts substantially all of its operations and a majority of its directors and executive officers reside outside of the United States.
If Caravelle chooses to follow the home country practice, Caravelle’s shareholders may be afforded fewer protection than they would otherwise enjoy under the Nasdaq Stock Market Rules applicable to U.S. domestic issuers. 19 You may face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts may be limited, because Caravelle is an exempted company incorporated under the laws of the Cayman Islands, Caravelle conducts substantially all of its operations and a majority of its directors and executive officers reside outside of the United States.
Security breaches and disruptions to Caravelle’s information technology infrastructure (cyber-security) could interfere with its operations and expose it to liability, which could have a material adverse effect on its business, financial condition, cash flows and results of operations.
Furthermore, detecting, investigating, and resolving actual or alleged violations is expensive and can consume significant time and attention of Caravelle’s senior management. Security breaches and disruptions to Caravelle’s information technology infrastructure (cyber-security) could interfere with its operations and expose it to liability, which could have a material adverse effect on its business, financial condition, cash flows and results of operations.
As of October 31, 2022, Caravelle had $3,247,257 of outstanding indebtedness under its credit facilities and other borrowings.
As of October 31, 2023, Caravelle had $2,414,678 of outstanding indebtedness under its credit facilities and other borrowings.
You may be unable to sell your securities unless a market can be established or sustained. 28
You may be unable to sell your securities unless a market can be established or sustained. 25 ITEM 4. INFORMATION ON THE COMPANY A.
Caravelle cannot predict if investors will find Caravelle Ordinary Shares less attractive because Caravelle rely on these exemptions. If some investors find Caravelle Ordinary Shares less attractive as a result, there may be a less active trading market and share price for Caravelle Ordinary Shares may be more volatile.
If some investors find Caravelle Ordinary Shares less attractive as a result, there may be a less active trading market and share price for Caravelle Ordinary Shares may be more volatile. Caravelle may be treated as a passive foreign investment company.
As such, any determination to pay dividends will be at the discretion of the Singapore Subsidiary’s board of directors, which may exercise its discretion to retain such Singapore Subsidiary’s future earnings for use in the development of such Singapore Subsidiary’s business, in reducing such Singapore Subsidiary’s indebtedness and for general corporate purposes. 15 Caravelle may require additional capital to implement its business strategy, including to develop its business in carbon-neutral shipping and to expand its traditional international shipping business, and it may need to raise additional funds in the future.
As such, any determination to pay dividends will be at the discretion of the Singapore Subsidiary’s board of directors, which may exercise its discretion to retain such Singapore Subsidiary’s future earnings for use in the development of such Singapore Subsidiary’s business, in reducing such Singapore Subsidiary’s indebtedness and for general corporate purposes.
Caravelle’s entire management team and many of its other employees will need to devote substantial time to compliance and may not effectively or efficiently manage its transition into a public company. 26 In addition, the need to establish the corporate infrastructure demanded of a public company may also divert management’s attention from implementing the Company’s business strategy, which could prevent it from improving its business, financial condition, cash flows and results of operations.
In addition, the need to establish the corporate infrastructure demanded of a public company may also divert management’s attention from implementing the Company’s business strategy, which could prevent it from improving its business, financial condition, cash flows and results of operations.
Risks related to Caravelle’s Overall Business ● It is not certain if Caravelle will be classified as a Singapore tax resident. ● The ability of Caravelle’s subsidiaries and consolidated affiliated entities in Singapore and Samoa to distribute dividends to Caravelle may be subject to restrictions under Singapore and Samoa laws. ● Caravelle may require additional capital to implement its business strategy, including to develop its business in carbon neutral shipping and to expand its traditional international shipping business, and it may need to raise additional funds in the future. ● Caravelle may require additional capital to implement its business strategy, including to develop its business in carbon neutral shipping and to expand its traditional international shipping business, and it may need to raise additional funds in the future. ● Caravelle’s business depends upon certain employees who may not necessarily continue to work for us. ● Caravelle might not obtain and maintain sufficient insurance coverage, which could expose Caravelle to significant costs and business disruption. ● Caravelle may be subject to litigation that, if not resolved in its favor, could have a material adverse effect on its business, financial condition, cash flows and results of operations. ● The requirements of being a public company have increased certain of Caravelle’s costs and require significant management focus. 3 ● Because Caravelle generates most of the revenues in United States dollars but incurs a portion of the expenses in other currencies, exchange rate fluctuations could hurt the results of operations. ● Global inflationary pressures could negatively impact Caravelle’s results of operations and cash flows. ● Failure to comply with the U.S. sanction laws could result in fines, criminal penalties, and an adverse effect on Caravelle’s business. ● Security breaches and disruptions to Caravelle’s information technology infrastructure (cyber-security) could interfere with its operations and expose it to liability, which could have a material adverse effect on its business, financial condition, cash flows and results of operations. ● Caravelle is leveraged, which could limit its ability to execute its business strategy and Caravelle may be unable to comply with its covenants in its credit facilities that impose operating and financial restrictions on it, which could result in a default under the terms of these agreements.
Dong Zhang continues to serve as a top management member and key person at the Topsheen Companies and holds a minority interest in TSGC. ● Caravelle might not obtain and maintain sufficient insurance coverage, which could expose Caravelle to significant costs and business disruption. ● Caravelle may be subject to litigation that, if not resolved in its favor, could have a material adverse effect on its business, financial condition, cash flows and results of operations. ● The requirements of being a public company have increased certain of Caravelle’s costs and require significant management focus. 3 ● Because Caravelle generates most of the revenues in United States dollars but incurs a portion of the expenses in other currencies, exchange rate fluctuations could hurt the results of operations. ● Global inflationary pressures could negatively impact Caravelle’s results of operations and cash flows. ● Failure to comply with the U.S. sanction laws could result in fines, criminal penalties, and an adverse effect on Caravelle’s business. ● Security breaches and disruptions to Caravelle’s information technology infrastructure (cyber-security) could interfere with its operations and expose it to liability, which could have a material adverse effect on its business, financial condition, cash flows and results of operations. ● Caravelle is leveraged, which could limit its ability to execute its business strategy and Caravelle may be unable to comply with its covenants in its credit facilities that impose operating and financial restrictions on it, which could result in a default under the terms of these agreements. ● The recent replacement of Caravelle’s management team may introduce uncertainties to the Group operations, strategies and future directions, and could materially affect the company’s financial conditions and operating results.
During the year ended December 31, 2021, the BDI rose to an average of 4,948 from an average of 1,066 in the previous year. For the month of December 2022, the daily average BDI was 1,466.
During the year ended December 31, 2021, the BDI rose to an average of 4,948 from an average of 1,066 in the previous year. However, in December 2022, the BDI had decreased to a daily average of 1,466, indicating a significant reduction in charter rates from the highs of 2021.
As a result, such concentrated control may adversely affect the market price of our Ordinary Shares. Caravelle may be treated as a passive foreign investment company. There is also a risk that Caravelle may be treated as a passive foreign investment company (“PFIC”), for U.S. federal income tax purposes.
There is also a risk that Caravelle may be treated as a passive foreign investment company (“PFIC”), for U.S. federal income tax purposes.
Caravelle is an exempted company incorporated under the law of the Cayman Islands, Caravelle conducts substantially all of its operations and a majority of its directors and executive officers reside outside the United States. While its director Edward Wang is a U.S. resident, its CEO and director Dr. Guohua Zhang resides in Gabon, its CSO and director Mr.
Caravelle is an exempted company incorporated under the law of the Cayman Islands, Caravelle conducts substantially all its operations and a majority of its directors and executive officers reside outside the United States.
The ocean-going shipping industry is both cyclical and volatile in terms of charter hire rates and profitability. Charter rates are impacted by various factors, including supplies of vessels, the level of global trade, exports from one part of the world to the other parts, demand for the seaborne transportation cargoes, and shipping capacity.
Charter rates are impacted by various factors, including supplies of vessels, the level of global trade, exports from one part of the world to the other parts, demand for the seaborne transportation cargoes, and shipping capacity. High demand for shipping capacity and lower supply of shipping capacity could result in higher charter rates, which may adversely affect Caravelle’s profitability.
High demand for shipping capacity and lower supply of shipping capacity could result in higher charter rates, which may adversely affect Caravelle’s profitability. The factors affecting the supply and demand for shipping vessels are outside of the control of Caravelle, and the nature, timing and degree of changes in industry conditions are unpredictable.
The factors affecting the supply and demand for shipping vessels are outside of the control of Caravelle, and the nature, timing and degree of changes in industry conditions are unpredictable.
Caravelle’s lenders’ interests may be different from Caravelle’s and it may not be able to obtain its lenders’ permission when needed.
Therefore, Caravelle may need to seek permission from its lenders in order to engage in some corporate actions. Caravelle’s lenders’ interests may be different from Caravelle’s and it may not be able to obtain its lenders’ permission when needed.
Caravelle is leveraged, which could limit its ability to execute its business strategy and Caravelle may be unable to comply with its covenants in its credit facilities that impose operating and financial restrictions on it, which could result in a default under the terms of these agreements.
Any such events could result in legal claims or proceedings, liability or penalties under privacy or other laws, disruption in operations, and damage to its reputation, which could have a material adverse effect on its business, financial condition, cash flows and results of operations. 14 Caravelle is leveraged, which could limit its ability to execute its business strategy and Caravelle may be unable to comply with its covenants in its credit facilities that impose operating and financial restrictions on it, which could result in a default under the terms of these agreements.
In particular, the Cayman Islands has a less developed body of securities laws than the United States and provides significantly less protection to investors.
In particular, the Cayman Islands has a less developed body of securities laws than the United States and provides significantly less protection to investors. In addition, some U.S. states, such as Delaware, have more fully developed and judicially interpreted bodies of corporate law than the Cayman Islands.
As a result of the associated liability, it may be more difficult for Caravelle to attract and retain qualified persons to serve on the board of directors or as executive officers. Advocacy efforts by stockholders and third parties may also prompt even more changes in governance and reporting requirements, which could further increase the compliance costs.
As a result of the associated liability, it may be more difficult for Caravelle to attract and retain qualified persons to serve on the board of directors or as executive officers.
Dong Zhang, Caravelle’s Chief Shipping Officer. ● Labor interruptions could disrupt Caravelle’s business. ● Failure to comply with the U.S.
Dong Zhang, Caravelle’s former Chief Shipping Officer, former director, top management member and key person at Topsheen Companies, and minority shareholder of TSGC. ● Labor interruptions could disrupt Caravelle’s business. ● Failure to comply with the U.S.
There is, therefore, no assurance that Caravelle’s business plan will prove successful. Caravelle will continue to encounter risks and difficulties frequently experienced by early-stage commercial companies, including in scaling its infrastructure and headcount, and may encounter unforeseen expenses, difficulties or delays in connection with its growth.
Caravelle will continue to encounter risks and difficulties frequently experienced by early-stage commercial companies, including in scaling its infrastructure and headcount, and may encounter unforeseen expenses, difficulties or delays in connection with its growth. In addition, its new CO-Tech business may not be able to become profitable as quickly as its traditional ocean shipping business has.
If these assumptions and analyses prove to be incorrect, its actual operating results could suffer. ● Caravelle expects its operating expenses to increase significantly in the future, which may impede its ability to achieve profitability. ● Caravelle is dependent upon its proprietary intellectual properties. ● Caravelle’s CO-Tech model is in the early stages and it may not become profitable within twelve months after the closing of the Business Combination, if at all. ● Caravelle purchases its CO-Tech equipment from New Galion Group (HK) Co Ltd (“New Galion”) and purchases a vessel from Beijing Hanpu Technology Co., Ltd, both of which are controlled by Dr.
If these assumptions and analyses prove to be incorrect, its actual operating results could suffer. ● Caravelle expects its operating expenses to increase significantly in the future, which may impede its ability to achieve profitability. ● Caravelle’s CO-Tech model is in the early stages, and it may not become profitable, if any all.
Charter hire rates for shipping vessels may experience volatility or increase, which would, in turn, adversely affect Caravelle’s profitability. ● Outbreaks of epidemic and pandemic diseases, and governmental responses thereto, could adversely affect Caravelle’s business.
Charter hire rates for shipping vessels may experience volatility or increase, which would, in turn, adversely affect Caravelle’s profitability. The ocean-going shipping industry is both cyclical and volatile in terms of charter hire rates and profitability.
If one or more of these analysts cease coverage of Caravelle or fail to publish reports on Caravelle, demand for its ordinary shares could decrease, which might cause its ordinary share price and trading volume to decline. 22 Caravelle is a foreign private issuer within the meaning of the rules under the Exchange Act, and as such it is exempt from certain provisions applicable to domestic public companies in the United States.
If one or more of these analysts cease coverage of Caravelle or fail to publish reports on Caravelle, demand for its ordinary shares could decrease, which might cause its ordinary share price and trading volume to decline.
If these assumptions and analyses prove to be incorrect, its actual operating results could suffer. Caravelle’s forecast regarding its CO-Tech business relies in large part upon assumptions and analyses developed by its management and reflects current estimates of future performance.
There is no assurance Caravelle will continue to be able to generate revenue, raise additional capital when required or operate profitably. 10 Caravelle’s forecast regarding its CO-Tech business relies in large part upon assumptions and analyses developed by its previous management. If these assumptions and analyses prove to be incorrect, its actual operating results could suffer.
If Caravelle fails to meet the continued listing requirements and Nasdaq delists its Ordinary Shares, Caravelle could face significant material adverse consequences, including: ● a limited availability of market quotations for its Ordinary Shares; ● a limited amount of news and analyst coverage; and ● a decreased ability to issue additional securities or obtain additional financing in the future.
If Nasdaq delists our ordinary shares from trading on its exchange due to incompliance, we could face significant material adverse consequences including: ● a limited availability of market quotations for our securities; ● reduced liquidity for our securities; ● a determination that the Ordinary Shares is a “penny stock” which will require brokers trading in the Ordinary Shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities; ● a limited amount of news and analyst coverage; and ● a decreased ability to issue additional securities or obtain additional financing in the future.
Caravelle expected these laws and regulations to increase Caravelle’s legal and financial compliance costs and to render some activities more time-consuming and costly, although Caravelle is currently unable to estimate these costs with any degree of certainty. 21 Many members of Caravelle’s management team have limited experience managing a publicly traded company, interacting with public company investors and complying with the increasingly complex laws pertaining to public companies.
Many members of Caravelle’s management team have limited experience managing a publicly traded company, interacting with public company investors and complying with the increasingly complex laws pertaining to public companies.
Over the last few years, worldwide economies have experienced inflationary pressures. Global inflationary pressures have also increased due to trading pattern disruptions attributable to the armed conflict in Ukraine. Supply chain and transportation problems, as well as added volatility and rising energy, food and commodity prices, are accelerating global price growth.
Global inflationary pressures could negatively impact Caravelle’s results of operations and cash flows. Over the last few years, worldwide economies have experienced inflationary pressures. Global inflationary pressures have also increased due to trading pattern disruptions attributable to the armed conflict in Ukraine.
Risks Related to Caravelle’s CO-Tech Business Caravelle’s CO-Tech business has no operating history and its project growth might not be realized. Caravelle was founded in 2021 and to date, has not started the commercialization of its CO-Tech business.
Risks Related to Caravelle’s CO-Tech Business Caravelle’s CO-Tech business has no operating history, and its project growth might not be realized. Caravelle’s CO-Tech business, originally planned for launch in the fourth quarter of 2023, has not commenced due to a lack of funding and other unfavorable market conditions.
Caravelle to qualifies as a foreign private issuer under the Exchange Act upon the consummation of the Business Combination.
Caravelle is a foreign private issuer within the meaning of the rules under the Exchange Act, and as such it is exempt from certain provisions applicable to domestic public companies in the United States. Caravelle to qualifies as a foreign private issuer under the Exchange Act upon the consummation of the Business Combination.
If Caravelle fails to address any or all of these risks and barriers to entry and growth, its business and results of operation may be materially and adversely affected. Given Caravelle’s limited operating history, the likelihood of its success must be evaluated, especially in light of the risks, expenses, complications, delays and the competitive environment in which it operates.
Additionally, given Caravelle’s limited operating history, the likelihood of its success must be evaluated, especially in light of the risks, expenses, complications, delays and the competitive environment in which it operates. There is, therefore, no assurance that Caravelle’s business plan will prove successful.
Dong Zhang, Caravelle’s Chief Shipping Officer. Caravelle charters vessels mostly from Topsheen Shipping Limited, a company controlled by Mr. Dong Zhang, Caravelle’s Chief Shipping Officer.
Dong Zhang, Caravelle’s former Chief Shipping Officer and former director. The Group charters vessels primarily from a related party - Topsheen Shipping Limited, a company controlled by a shareholder- Mr. Dong Zhang, Caravelle’s former Chief Shipping Officer until April 2, 2024, and as a director until July 9, 2024.
As a result, the ultimate severity of the COVID-19 pandemic is uncertain at this time and therefore Caravelle cannot predict the impact it may have on its future operations, which impact could be material and adverse. 5 If global economic conditions weaken, particularly in the Asia Pacific region, it could have a material adverse effect on Caravelle’s business, financial condition and results of operations.
While Caravelle is taking steps to mitigate these risks, the potential for significant adverse effects on the company’s operations and financial condition remains. If global economic conditions weaken, particularly in the Asia Pacific region, it could have a material adverse effect on Caravelle’s business, financial condition and results of operations.
This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices.
This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. Caravelle expected these laws and regulations to increase Caravelle’s legal and financial compliance costs and to render some activities more time-consuming and costly, although Caravelle is currently unable to estimate these costs with any degree of certainty.
In the event that Caravelle fails to obtain the funds for necessary future capital expenditures, Caravelle may not be able to implement its business strategies to develop its carbon neutral shipping business and to expand its existing traditional shipping, and Caravelle’s business, financial condition, cash flows and results of operations could be adversely impacted.
There is no assurance that Caravelle will be able to obtain additional funds on acceptable terms, or at all. If Caravelle fails to secure the necessary funds for future capital expenditures, the company may be unable to implement its revised business strategies, including the development of its carbon-neutral shipping business and the expansion of its traditional shipping operations.
In fiscal years 2020 and 2021, the cost of marine fuel accounted for about 25.3% and 24.3% of Caravelle’s total operating costs. For the fiscal year ended October 31, 2022, the cost of marine fuel accounted for about 21.9% of Caravelle’s total operating costs.
In fiscal years 2023, 2022 and 2021, the cost of marine fuel accounted for approximately 28.5%, 21.9% and 24.3%of the Group’s total operating costs, respectively. The cost of marine fuel is influenced by a variety of economic and political factors beyond Caravelle’s control, making it unpredictable and subject to fluctuation.
Caravelle’s future funding requirements will depend on many factors, including continuing to develop the carbon neutral shipping business and expanding its existing traditional international maritime shipping business. In order to fund Caravelle’s capital expenditures, it may be required to incur borrowings or raise capital through the sale of debt or equity securities.
In order to fund Caravelle’s capital expenditures, the company may need to incur borrowings or raise capital through the sale of debt or equity securities.
The price and supply of fuel are unpredictable and fluctuate based on events outside its control, including geopolitical developments, supply of and demand for oil and gas, actions by the Organization of the Petroleum Exporting Countries, or OPEC, and other oil and gas producers, war and unrest in oil producing countries and regions, regional production patterns and environmental concerns.
These factors include geopolitical developments, the global supply of and demand for oil and gas, actions by the Organization of the Petroleum Exporting Countries (OPEC) and other oil-producing nations, as well as regional production patterns and environmental regulations. 7 Since February 2022, crude oil prices have experienced significant volatility.
Unfavorable changes in any of these or other factors, most of which are beyond Caravelle’s control, could materially and adversely affect its business, prospects, financial results and results of operations. Caravelle expects its operating expenses to increase significantly in the future, which may impede its ability to achieve profitability.
If the assumptions underlying the CO-Tech business prove incorrect, Caravelle’s actual operating results could be adversely affected. Caravelle expects its operating expenses to increase significantly in the future, which may impede its ability to achieve profitability. As Caravelle reassesses the CO-Tech business, it may incur significant operating expenses related to research and development, capital expenditures, and general and administrative costs.
In addition, Caravelle will rent vessels for the CO-Tech business from Topsheen Shipping Limited, a company controlled by Mr. Dong Zhang, Caravelle’s Chief Shipping Officer.
In June 2019, TSS obtained 60% of TBS’s shares, and subsequently, in October 2021 purchased the rest 40% of shares from Keen Best Shipping Co., Limited, a company controlled by Mr. Dong Zhang, formerly a director and Chief Shipping Officer of Caravelle.

… 200 more changes not shown on this page.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

42 edited+23 added−102 removed72 unchanged
Most of the vessel service agreements span one year or less and are typically billed on a monthly basis. 30 Although Topsheen Shipping Limited supplies most of the ships for Caravelle’s shipping business, Caravelle also maintains long-term cordial relationships with other ship owners.
Most of the vessel service agreements span one year or less and are typically billed on a monthly basis. Although Topsheen Shipping Limited supplies most of the ships for Caravelle’s shipping business, Caravelle also maintains long-term cordial relationships with other ship owners.
Caravelle has invented and is in the process of commercializing a novel approach towards saving time, saving space, and repurposing of engine heat and by-products to integrate the traditional industries of international shipping and wood drying into a carbon neutral solution that satisfies both sets of demands. 39 Industry 1: International Shipping International shipping offers economical and efficient long-distance transport and plays a pivotal role in the world economy.
Caravelle has invented and is in the process of commercializing a novel approach towards saving time, saving space, and repurposing of engine heat and by-products to integrate the traditional industries of international shipping and wood drying into a carbon neutral solution that satisfies both sets of demands. 32 Industry 1: International Shipping International shipping offers economical and efficient long-distance transport and plays a pivotal role in the world economy.
By recycling the waste heat and gas generated by the vessel engines, the CO-Tech model is expected to save approximately 400 kilograms of carbon emissions from per cubic meter of wood dried compared with the traditional drying model that burns coal. 42 In addition, Caravelle’s CO-Tech model might decrease the likelihood of acid rain by collecting wood vinegar from the wood desiccation process.
By recycling the waste heat and gas generated by the vessel engines, the CO-Tech model is expected to save approximately 400 kilograms of carbon emissions per cubic meter of wood dried compared with the traditional drying model that burns coal. 35 In addition, Caravelle’s CO-Tech model might decrease the likelihood of acid rain by collecting wood vinegar from the wood desiccation process.
Caravelle has a well-capitalized balance sheet and has maintained its liquidity position throughout the 2020 downturn in shipping markets through prudent financial and risk management. Caravelle’s moderate financial leverage, together with its current expectation of continued access to bank financing, has strongly positioned Caravelle to take advantage of further growth opportunities. 35 ● Experienced management team.
Caravelle has a well-capitalized balance sheet and has maintained its liquidity position throughout the 2020 downturn in shipping markets through prudent financial and risk management. Caravelle’s moderate financial leverage, together with its current expectation of continued access to bank financing, has strongly positioned Caravelle to take advantage of further growth opportunities. ● Experienced management team. Caravelle has an experienced team.
Consequently, an industry with lower emissions will have extra allowances that it can sell, and the industries with high emissions can buy the allowances to keep their aggregate emissions below the cap. 41 Per Reuter’s report, the annual trade volume of the global market for CO₂ saw a 164% increase in 2021, reaching €760 billion ($851 billion).
Consequently, an industry with lower emissions will have extra allowances that it can sell, and the industries with high emissions can buy the allowances to keep their aggregate emissions below the cap. 34 Per Reuter’s report, the annual trade volume of the global market for CO₂ saw a 164% increase in 2021, reaching €760 billion ($851 billion).
According to the statistics published by the Food and Agriculture Organization of the United Nations, in 2019, the global demand for desiccated or dried wood reached 400 million m ₃ . 40 Broadly speaking, there are two methods by which timber can be dried: (i) natural drying or air drying, and (ii) artificial drying or kiln drying.
According to the statistics published by the Food and Agriculture Organization of the United Nations, in 2019, the global demand for desiccated or dried wood reached 400 million m ₃ . 33 Broadly speaking, there are two methods by which timber can be dried: (i) natural drying or air drying, and (ii) artificial drying or kiln drying.
This process is expected to be more energy-efficient and environmentally friendly because it eliminates the need to burn fossil fuels in the wood drying process. Caravelle’s tests show that this maritime wood desiccation process reduce carbon emissions by over 80% compared with the traditional onshore wood desiccation model, and reduce energy costs at the same time.
This process is expected to be more energy-efficient and environmentally friendly because it eliminates the need to burn fossil fuels in the wood drying process. Caravelle’s tests show that this maritime wood desiccation process reduces carbon emissions by over 80% compared with the traditional onshore wood desiccation model, and reduces energy costs at the same time.
Shipping + Wood Drying + Carbon Trading = Carbon Neutral Ocean Technology Industry The shipping, wood drying, and carbon trading business lines integrate into Caravelle’s innovative new business, the carbon neutral ocean technology business or CO-Tech business.
Shipping + Wood Drying + Carbon Trading = Carbon Neutral Ocean Technology Industry The shipping, wood drying, and carbon trading business lines integrate into Caravelle’s innovative proposed new business, the carbon neutral ocean technology business or CO-Tech business.
Caravelle is considering to explore business opportunities in emerging markets, especially Southeast Asian countries in the next few years. Caravelle may also consider diversifying its bulk shipping categories, such as steel, to take in more clients. ● Sharpen Caravelle’s competitive edge with the transshipment services.
Caravelle is considering exploring business opportunities in emerging markets, especially Southeast Asian countries in the next few years. Caravelle may also consider diversifying its bulk shipping categories, such as steel, to take in more clients. ● Sharpen Caravelle’s competitive edge with the transshipment services.
Caravelle’s first CO-Tech project is a carbon neutral solution for wood desiccation over the maritime shipping process, which is expected to achieve both economic and environmental value through the integration of the wood drying and maritime transport industries. Caravelle anticipates to use its technology to recycle energy for wood drying by harvesting waste heat from shipping vessels’ engines.
Caravelle’s first proposed CO-Tech project is a carbon neutral solution for wood desiccation over the maritime shipping process, which is expected to achieve both economic and environmental value through the integration of the wood drying and maritime transport industries. Caravelle anticipates using its technology to recycle energy for wood drying by harvesting waste heat from shipping vessels’ engines.
In both fiscal years 2022 and 2021, Caravelle derived more than 67% of its revenues from customers outside of China, and all of the cash transfer payments between Caravelle and its customers are between banks outside China, Hong Kong and Macau.
In both fiscal years 2023 and 2022, Caravelle derived more than 67% of its revenues from customers outside of China, and all of the cash transfer payments between Caravelle and its customers are between banks outside China, Hong Kong and Macau.
With a solid presence in Asia.i.e. offices located in Singapore and Shanghai, two of the largest hubs of the international shipping business, Caravelle maintains a strong presence and local business relationships with critical suppliers and customers in geographic regions that have been key to shipping demand growth. ● Strong Balance Sheet Positioned for Additional Growth.
With a solid presence in Asia, including offices located in Singapore and Shanghai, two of the largest hubs of the international shipping business, Caravelle maintains a strong presence and local business relationships with critical suppliers and customers in geographic regions that have been key to shipping demand growth. ● Strong Balance Sheet Positioned for Additional Growth.
Unless otherwise indicated, equity interests depicted in this diagram are held at 100%. 43 Upon consummation of the Business Combination, Caravelle Group became a wholly owned subsidiary of Caravelle.
Unless otherwise indicated, equity interests depicted in this diagram are held at 100%. 36 Upon consummation of the Business Combination, Caravelle Group became a wholly owned subsidiary of Caravelle.
Caravelle is headquartered in Singapore. Currently, Caravelle derives the majority of its revenue from shipping for customers in Asia, such as Singapore, Dubai, Korea, Japan, and India.
Currently, Caravelle derives the majority of its revenue from shipping for customers in Asia, such as Singapore, Dubai, Korea, Japan, and India.
Property, Plants and Equipment Caravelle leases the properties for its principal executive office, which is located on 60 Paya Lebar Road, #06-17 Paya Lebar Square, Singapore 409051, (65) 8304 8372. We believe that our existing facilities are suitable and adequate to meet our current needs.
Property, Plants and Equipment Caravelle leases the properties for its principal executive office, which is located on 60 Paya Lebar Road, #05-47 Paya Lebar Square, Singapore 409051, (65) 8304 8372. We believe that our existing facilities are suitable and adequate to meet our current needs.
The CO-Tech model is expected to save time for drying, loading and unloading, shorten the delivery time of the entire industry chain by up to 50%, and reduce costs by at least 40%, per Caravelle’s experiments in peer reviewed research.
Caravelle previously expected to launch the CO-Tech business in the CO-Tech model is expected to save time for drying, loading and unloading, shorten the delivery time of the entire industry chain by up to 50%, and reduce costs by at least 40%, per Caravelle’s experiments in peer reviewed research.
This emerging industry and the solutions Caravelle promises to provide are expected to add value to the maritime transport process by recycling energy and achieving economic value and carbon neutrality. As of October 31, 2022, Caravelle’s CO-Tech business has yet to launch, has no historical operations and has yet to generate revenues.
This emerging industry and the solutions Caravelle promise to provide are expected to add value to the maritime transport process by recycling energy and achieving economic value and carbon neutrality. As of October 31, 2022, Caravelle’s CO-Tech business has yet to be launched, has no historical operations and has yet to generate revenues.
The consolidation of Caravelle and its subsidiaries has been accounted for at historical cost and prepared on the basis as if the aforementioned transactions had become effective as of the beginning of the first period presented in the consolidated financial statements.
The above-mentioned transactions were accounted for as a recapitalization. The consolidation of Caravelle and its subsidiaries has been accounted for at historical cost and prepared on the basis as if the aforementioned transactions had become effective as of the beginning of the first period presented in the consolidated financial statements.
Those claims, even if covered by insurance and/or lacking merit, could result in the expenditure of significant financial and managerial resources. C. Organizational structure Corporate Structure of Caravelle The following diagram depicts Caravelle’s organizational structure prior to the consummation of the Business Combination.
Those claims, even if covered by insurance and/or lacking merit, could result in the expenditure of significant financial and managerial resources. C. Organizational structure Corporate Structure of Caravelle The following diagram depicts Caravelle’s current organizational structure.
Caravelle intends to solidify its inland African key node presence as basecamps for its transshipment services, which demonstrates the depth of its services and distinguishes it from its peers. Caravelle plans to pursue a similar approach in other geographic areas to strengthen its business competitiveness. CO-Tech Business ● Hedge the cyclical nature of international shipping industry.
Caravelle intends to solidify its inland African key node presence as basecamps for its transshipment services, which demonstrates the depth of its services and distinguishes it from its peers. Caravelle plans to pursue a similar approach in other geographic areas to strengthen its business competitiveness.
Its international shipping services generated revenues of $121,961,057 in the year ended October 31, 2021, an increase of 55.7% compared with its revenues of $78,351,448 in the year ended October 31, 2020. Vessel Chartering As of the date of this Report, except for one testing vessel, Caravelle does not own any vessels itself and runs an asset-light business model.
Its international shipping services generated revenues of $185,349,630 in the year ended October 31, 2022, an increase of 52.0% compared with its revenues of $121,961,057 in the year ended October 31, 2021. Vessel Chartering As of the date of this Report, except for one testing vessel, Caravelle does not own any vessels itself and runs an asset-light business model.
In the fiscal years 2022, 2021 and 2020, Caravelle derived more than 67% of its revenues from customers outside of China, and 100% of the cash transfer payments between Caravelle and its customers are between banks outside China, Hong Kong and Macau.
In the fiscal years 2023, 2022 and 2021, Caravelle derived more than 67% of its revenues from customers outside of China, and 100% of the cash transfer payments between Caravelle and its customers are between banks outside China, Hong Kong and Macau. Caravelle does not rely significantly on any particular customer.
Caravelle has weathered the challenges during the COVID-19 pandemic period, including lockdowns, shortages of ocean shipping capacity, traffic jams at ports, and labor shortages. Its international shipping services generated revenues of $185,349,630 in the year ended October 31, 2022, an increase of 52.0% compared with its revenues of $121,961,057 in the year ended October 31, 2021.
Caravelle has weathered the challenges during the COVID-19 pandemic period, including lockdowns, shortages of ocean shipping capacity, traffic jams at ports, and labor shortages. Its international shipping services generated revenues of $95,257,538 in the year ended October 31, 2023, a decrease of 48.6% compared with its revenues of $185,349,630 in the year ended October 31, 2022.
For the year ended October 31, 2022, 2021 and 2020, no customer accounted for more than 10% of Caravelle’s total revenues. As of October 31, 2022, two customers accounted for approximately 30% and 25% of Caravelle’s accounts receivable, respectively. As of October 31, 2021, two customers accounted for approximately 16% and 12% of Caravelle’s accounts receivable, respectively.
For the year ended October 31, 2023, one customer accounted for approximately 15% of the Caravelle’s total revenues. For the year ended October 31, 2022, and 2021, no customer accounted for more than 10% of Caravelle’s total revenues. As of October 31, 2023, three customers accounted for approximately 23%, 17% and 10% of the Caravelle’s accounts receivable, respectively.
By collecting and utilizing the waste gas and heat from the vessel, the CO-Tech eliminate the need for burning fossil fuel for wood desiccation, and thereby reducing the pollutants and greenhouse gas emission mentioned above. As of the date of this Report, the CO-Tech business line has yet to launch.
By collecting and utilizing the waste gas and heat from the vessel, the CO-Tech eliminates the need for burning fossil fuel for wood desiccation, and thereby reducing the pollutants and greenhouse gas emission mentioned above.
On December 16, 2022, the parties consummated the Business Combination, upon which Caravelle became the ultimate corporate parent of the Group, and the Caravelle Ordinary Shares were listed on the Nasdaq under the symbol “CACO.” See the section entitled “Explanatory Note” in this Report for additional information regarding the Company and the Business Combination.
On December 16, 2022, the parties consummated the Business Combination, upon which Caravelle became the ultimate corporate parent of the Group, and the Caravelle Ordinary Shares were listed on the Nasdaq under the symbol “CACO.” 27 B.
Certain additional information about us is set forth in “Item 4.B — Business Overview” and is incorporated herein by reference. 29 B. Business overview Overview of Caravelle’s Business Caravelle is an ocean technology company providing international shipping services, as well as pioneering a carbon neutral solution for wood desiccation — the Company’s CO-Tech solution.
Business overview Overview of Caravelle’s Business Caravelle is an ocean technology company providing international shipping services, as well as pioneering a carbon neutral solution for wood desiccation — the Company’s CO-Tech solution.
As of October 31, 2020, three suppliers accounted for approximately 42%, 41%, and 11% of the Group’s total accounts payable, respectively. Industry Analysis Caravelle is an ocean technology company providing international shipping services and pioneering a carbon neutral solution for wood desiccation — the company’s CO-Tech solution.
Industry Analysis Caravelle is an ocean technology company providing international shipping services and pioneering a carbon neutral solution for wood desiccation — the company’s CO-Tech solution.
Caravelle Board and management team consist of experienced and versatile professionals that can meet the needs of its core business and daily operations. Caravelle conducts all of the financial and administrative management of its business by itself, and contracts for human resource, legal, tax and other specialist advice from reputable, arm’s length service providers when required.
Caravelle conducts all of the financial and administrative management of its business by itself, and contracts for human resources, legal, tax and other specialist advice from reputable, arm’s length service providers when required. Caravelle maintains a flat and function-oriented management structure.
Based on Caravelle’s peer reviewed experimental data, assuming four (4) voyages each year, a ship with a loading capacity of 30,000 cubic meters is expected to add $19.5 million of total per ship revenue each year.
Economic Viability : Initial projections indicated that the CO-Tech business could generate significant revenue, with estimates of $19.5 million per vessel annually, derived from wood drying, wood vinegar production, and carbon trading based on Caravelle’s peer reviewed experimental data, assuming four (4) voyages each year, a ship with a loading capacity of 30,000 cubic meters is expected to add $19.5 million of total per ship revenue each year.
Caravelle typically enters into contracts with the ship owners on a twelve-month term to reduce the risk of charter rate fluctuations. Occasionally, Caravelle charters vessels on the spot market. The CO-Tech Solution The CO-Tech business sector is developed based on the solid foundation of Caravelle’s international shipping business. The CO-Tech business integrates international shipping with wood drying and carbon trading.
Caravelle typically enters into contracts with the ship owners on a twelve-month term to reduce the risk of charter rate fluctuations. Occasionally, Caravelle charters vessels on the spot market. The CO-Tech Solution The Group previously expected to launch the CO-Tech business in the fourth quarter of 2023.
The customers of voyage contracts receive and consume the benefits provided by Caravelle’s performance over the voyage period, when the cargo is transported from one location to another. Caravelle has a flexible freight shipping model, under which Caravelle may ship in voyage either freight from one single large customer, or aggregate freight from multiple smaller customers.
The customers of voyage contracts receive and consume the benefits provided by Caravelle’s performance over the voyage period, when the cargo is transported from one location to another.
Its international shipping services generated revenues of $185,349,630 for the year ended October 31, 2022, an increase of 52.0% compared with its revenues of $121,961,057 for the year ended October 31, 2021.
Its international shipping services generated revenues of $95,257,538 for the year ended October 31, 2023, a decrease of 48.6% compared with its revenues of $185,349,630 for the year ended October 31, 2022.
Caravelle has an experienced team. Each management team member of the Topsheen Companies has over ten years of experience in international shipping. Mr. Dong Zhang, a veteran in the shipping industry, serves as Chief Shipping Officer for Caravelle. Mr.
Each management team member of the Topsheen Companies has over ten years of experience in international shipping. Mr. Dong Zhang, a veteran in the shipping industry, is a top management member and a key person of Topsheen Companies. He is also a minority shareholder of Topsheen Shipping Group Corporation, which is 90% owned by Caravelle. Mr.
For the year ended October 31, 2022, one related party supplier, Topsheen Shipping Limited, accounted for approximately 42.5% of the Group’s total purchases. For the years ended October 31, 2021, one related party supplier, Topsheen Shipping Limited, accounted for approximately 44% of the Group’s total purchases.
Although Topsheen Shipping Limited supplies most of the ships for Caravelle’s shipping business, Caravelle also maintains long-term cordial relationships with other ship owners. For the years ended October 31, 2023, 2022 and 2021, one related party supplier Topsheen Shipping Limited accounted for approximately 24%, 42.5% and 44% of Caravelle’s total purchases.
Additionally, Caravelle, through the Topsheen Companies, contracts with various customers to carry out vessel services for vessels as agents for and on behalf of ship owners. These services include lease of vessels on behalf of the ship owners, and commercial management.
Caravelle has a flexible freight shipping model, under which Caravelle may ship in voyage either freight from one single large customer, or aggregate freight from multiple smaller customers. 28 Additionally, Caravelle, through the Topsheen Companies, contracts with various customers to carry out vessel services for vessels as agents for and on behalf of ship owners.
For the year ended October 31, 2020, one related party supplier, Topsheen Shipping Limited, accounted for approximately 36% of the Group’s total purchases. As of October 31, 2022, one supplier accounted for approximately 92% of the Group’s total accounts payable. As of October 31, 2021, one supplier accounted for approximately 98% of the Group’s total accounts payable.
As of October 31, 2023, two suppliers accounted for approximately 50% and 46% of the Caravelle’s total accounts payable, respectively. As of October 31, 2022, one supplier accounted for approximately 92% of Caravelle’s total accounts payable. As of October 31, 2021, one supplier accounted for approximately 98% of Caravelle’s total accounts payable.
It enables wood desiccation during the maritime shipping process, with full utilization of the shipping time, space, and the waste heat of exhaust gas from the shipping vessels. Caravelle currently expects to launch its CO-Tech business in the fourth quarter of 2023 and expects the CO-Tech sector to generate a significant percentage of its revenue by the end of 2025.
Caravelle’s business comprises the traditional business in international shipping, operated by the Topsheen Companies, which has generated all Caravelle’s revenues. Caravelle previously planned to launch the CO-Tech business, which is expected to enable wood desiccation during the maritime shipping process, with full utilization of the shipping time, space, and the waste heat of exhaust gas from the shipping vessels.
Zhang, Caravelle’s founder and controlling shareholder, has obtained nine (9) patents and filed applications for five (5) patents in China as of the end of 2021, and licensed these patents and the patents under application to Caravelle to use in its CO-Tech business with no consideration or set term limit.
Guohua Zhang, holds multiple patents and filed applications for multiple patents in China relating to desiccation technology, and licensed these patents and the patents under application to Caravelle to use in its CO-Tech business with no consideration. Current Status : Despite its initial promise, the CO-Tech business has faced significant delays due to a lack of funding.
As of October 31, 2020, one customer accounted for approximately 27% of Caravelle’s accounts receivable. Suppliers Caravelle’s key suppliers include the shipowners from whom it charters vessels and timber producers. Although Topsheen Shipping Limited supplies most of the ships for Caravelle’s shipping business, Caravelle also maintains long-term cordial relationships with other ship owners.
As of October 31, 2022, two customers accounted for approximately 30% and 25% of Caravelle’s accounts receivable, respectively. As of October 31, 2021, two customers accounted for approximately 16% and 12% of Caravelle’s accounts receivable, respectively. Suppliers Caravelle’s key suppliers include the shipowners from whom it charters vessels and timber producers.
By reducing the time required in wood desiccation, the overall time span for the wood processing process has been shortened correspondingly. 36 Business Strategies International Shipping Caravelle’s primary objectives are to profitably grow its business and to maintain and enhance its position as a successful operator of shipping carriers.
Its international shipping business generated revenues of $185,349,630 in the year ended October 31, 2022, an increase of 52.0% as compared with its revenues of $121,961,057 in the year ended October 31, 2021. 30 Business Strategies International Shipping Caravelle’s primary objectives are to profitably grow its business and to maintain and enhance its position as a successful operator of shipping carriers.
On August 3, 2021, SGEX became 100% owner of Singapore Garden. Since Caravelle’s businesses are effectively controlled by the same group of the shareholders before and after the reorganization, they are considered under common control. The above-mentioned transactions were accounted for as a recapitalization.
Item 4. Information on the Company – B. Business Overview – The CO-Tech Solution – Current Status” on page 30 and “ Risk Factors - Risks related to Caravelle’s CO-Tech Business ” beginning on page 10. Since Caravelle’s businesses are effectively controlled by the same group of shareholders before and after the reorganization, they are considered under common control.
Removed
ITEM 4. INFORMATION ON THE COMPANY A. History and development of the Company Caravelle is an exempted company that was incorporated under the laws of the Cayman Islands on February 28, 2022, as a holding company for Caravelle Group and Pacifico following the consummation of the Business Combination.
Added
Despite its initial promise, the CO-Tech business has faced significant delays due to a lack of funding. As of the date hereof, the CO-Tech business remains in the conceptual phase, with no operational history or revenue generation. There have been strategic reassessments of the future of the CO-Tech business following a management change in July 2024.
Removed
Caravelle and its subsidiaries (together the “ Group ”) is an international operator of ocean transportation services. Dr. Guohua Zhang (“ Dr. Zhang ”), the Chairman of the Board of Directors and Chief Executive Officer is the ultimate controlling shareholder (the “ controlling shareholder ”) of the Group.
Added
The new management is currently reevaluating the feasibility and strategic fit of the CO-Tech model within Caravelle’s broader business portfolio. Consequently, the business may undergo substantial modifications or be deferred indefinitely depending on the outcome of this evaluation. Caravelle is headquartered in Singapore.
Removed
Caravelle’s principal executive office is located at 60 Paya Lebar Road, #06-17 Paya Lebar Square, Singapore 409051, (65) 8304 8372.
Added
These services include lease of vessels on behalf of the ship owners, and commercial management.
Removed
SPAC Transaction On April 5, 2022, Pacifico Acquisition Corp. entered into that certain Agreement and Plan of Merger which was amended by the Amended and Restated Agreement and Plan of Merger dated August 15, 2022, by and among Caravelle, Merger Sub 1, Merger Sub 2 and Caravelle Group, pursuant to which (a) Merger Sub 1 merged with and into Caravelle Group, with Caravelle Group the surviving corporation of the Initial Merger and a direct wholly owned subsidiary of Caravelle, and (b) following confirmation of the effectiveness of the Initial Merger, Merger Sub 2 merged with and into Pacifico, with Pacifico as the surviving corporation of the SPAC Merger and a direct wholly owned subsidiary of Caravelle.
Added
The proposed CO-Tech business envisions the utilization of waste heat generated by shipping vessels during maritime transport to dry timber, which would otherwise require energy-intensive onshore facilities. This approach promised to significantly reduce carbon emissions compared to traditional methods and offered the potential to generate additional revenue streams from the production of wood vinegar and carbon trading credits.
Removed
On December 16, 2022, Caravelle consummated the Business Combination pursuant to the terms of the Merger Agreement and Caravelle Group became a wholly owned subsidiary of Caravelle.
Added
For more details about the CO-Tech business originally proposed, please refer to the Annual Report on Form 20-F filed by Caravelle with the SEC on August 28, 2023 (the “2022 Annual Report”). Broadly speaking, there are two methods by which timber can be dried: (i) natural drying or air drying, and (ii) artificial drying or kiln drying.
Removed
As a result of the Business Combination, among other things, (i) all outstanding ordinary shares of Caravelle Group were cancelled in exchange for 50,000,000 ordinary shares of Caravelle, (ii) each outstanding Pacifico Unit was automatically detached, (iii) each unredeemed outstanding share of Pacifico Common Stock was cancelled in exchange for the right to receive one (1) Ordinary Share of Caravelle, (iv) every ten (10) outstanding Pacifico Rights were contributed in exchange for one (1) Ordinary Share of Caravelle, and were cancelled and cease to exist, and (v) each Pacifico UPO was automatically cancelled in exchange for one (1) Caravelle UPO.
Added
As a result, the drying kilns take up large landmasses. The lack of economy of scale further hinders the industry from upgrading technologies and equipment to improve efficiency and reduce cost. Furthermore, the transportation cost is high because the kilns are dispersed across different geographic areas. In addition, based on a study by our founder, Dr.
Removed
Caravelle was determined to be the accounting acquirer given that the original shareholders of Caravelle Group effectively controlled the combined entity after the Business Combination. Pacifico is treated as the acquired company for financial reporting purposes.
Added
Zhang, we believe most of the wood desiccation productivity employs the traditional steam drying method, which burns fossil fuels and releases greenhouse gases and other harmful gases, including SO₂, a major contributor to acid rain and soil acidification. The environmental challenges faced by the wood desiccation industry are also in need of effective solutions.
Removed
This determination is primarily based on the fact that subsequent to the Business Combination, Caravelle’s shareholders have a majority of the voting power of the combined company, Caravelle comprised all of the ongoing operations of the combined entity, Caravelle comprised a majority of the governing body of the combined company, and Caravelle’s senior management comprised all of the senior management of the combined company.
Added
Currently, we are not aware of any kiln wood drying during the maritime shipping voyage, utilizing the waste heat and gas collected from the vessel’s diesel engine. The CO-Tech business was conceived as a pioneering venture aimed at integrating Caravelle’s international shipping operations with carbon-neutral wood desiccation and carbon trading.
Removed
Accordingly, for accounting purposes, the Business Combination is accounted for as a reverse recapitalization, which is equivalent to the issuance of shares by Caravelle for the net assets of Pacifico, accompanied by a recapitalization.
Added
The initiative was based on the promising potential to capitalize on the global shift towards environmentally sustainable practices, particularly within industries that traditionally rely on high carbon emissions. Caravelle considered the following factors in its strategic planning of CO-Tech business: 1.
Removed
Caravelle is determined as the predecessor, and the historical financial statements of Caravelle Group became Caravelle’s historical financial statements, with retrospective adjustments to give effect of the reverse recapitalization. The share and per share data is retrospectively restated to give effect to the reverse recapitalization. Net assets of Pacifico were stated at historical costs.
Added
Environmental and Market Trends : The CO-Tech business was aligned with global trends toward sustainability, driven by increasing regulations and corporate commitments to achieving carbon neutrality. Caravelle identified a market opportunity in offering a greener alternative to traditional wood drying methods, which would appeal to customers and investors seeking to reduce their environmental impact. 2.
Removed
No goodwill or other intangible assets were recorded. Operations prior to the Business Combination were those of the Caravelle Group. Reorganization Prior to SPAC Transaction For the purpose of listing on the Nasdaq Capital market, a reorganization of Caravelle’s legal structure was completed on October 8, 2021.
Added
Symbiosis with Existing Operations : Caravelle’s existing international shipping business provided a solid foundation for the CO-Tech model. By integrating wood desiccation with maritime transport, the company sought to maximize the efficiency of its shipping operations while adding value through the production of dried wood and wood vinegar.
Removed
The reorganization involved the incorporation of Caravelle’s wholly-owned subsidiary — SGEX and SGEX’s wholly-owned subsidiary — Singapore Garden Technology Pte. Ltd. (“ Garden Technology ”); and the transfer of all the shareholders’ equity interest in Topsheen Shipping Group Corporation (“ Topsheen Samoa ”) to SGEX on October 8, 2021.
Added
This approach leveraged Caravelle’s shipping expertise and infrastructure, creating synergies between its traditional and new business lines. 29 3.
Removed
Historically, on April 19, 2021, Caravelle formed a wholly owned subsidiary SGEX Group Co., Ltd (“ SGEX ”) in the British Virgin Islands. On October 8, 2021, SGEX acquired 90% interest in Topsheen Shipping Group Corporation (“ TSGC ”), a company incorporated in Samoa in 2012. In 2016, TSGC acquired a 51% ownership interest in Topsheen Shipping Singapore Pte.
Added
This revenue potential was seen as a way to hedge against the cyclical nature of the shipping industry, providing a more stable and diversified income stream. 4. Technological Innovation : Caravelle’s founder, Chairman of the Board and former CEO and interim CFO, Dr.
Removed
Ltd., a Singapore company that has been operating in the international shipping business since 2015 (“ TSS ”), and further increased its ownership interest to 61% in 2019. In March 2019, Topsheen Bulk Singapore Pte. Ltd, a Singapore company (“ TBS ,” and together with TSGC and TSS, the “ Topsheen Companies ”) was formed.
Added
As of the date hereof, the CO-Tech business remains in the conceptual phase, with no operational history or revenue generation. There have been strategic reassessments of the future of the CO-Tech business following a management change in July 2024. The new management is currently reevaluating the feasibility and strategic fit of the CO-Tech model within Caravelle’s broader business portfolio.
Removed
In June 2019, TSS obtained 60% of TBS’s shares, and subsequently, in October 2021 purchased the rest 40% of shares from Keen Best Shipping Co., Limited, a company controlled by Mr. Dong Zhang, a director and Chief Shipping Officer of Caravelle.
Added
Consequently, the business may undergo substantial modifications or be deferred indefinitely depending on the outcome of this evaluation. Competitive Advantages International Shipping Services ● Established Shipping Track Record in Key Geographic Markets.
Removed
While setting a steady foot in the international shipping services business, Caravelle is preparing to launch its planned new carbon-neutral ocean technology (“ CO-Tech ”) business. As part of this plan, on June 12, 2020, Singapore Garden Technology Pte. Ltd. (“ Singapore Garden ”) was formed to operate the CO-Tech business.
Added
CO-Tech Business Caravelle previously proposed to launch the CO-Tech business as discussed above and in the 2022 Annual Report. However, despite its anticipated benefits and promises, it has faced significant delays due to a lack of funding. As of the date hereof, the CO-Tech business remains in the conceptual phase, with no operational history or revenue generation.
Removed
Caravelle’s business comprises of two sectors: the traditional business in international shipping, operated by the Topsheen Companies and the new CO-Tech business under Singapore Garden. As the traditional business, Caravelle’s international shipping business has generated all revenues in Caravelle’s financial statements contained this Report. The CO-Tech business is a new development building upon the existing shipping business.
Added
There have been strategic reassessments of the future of the CO-Tech business following a management change in July 2024. The new management is currently reevaluating the feasibility and strategic fit of the CO-Tech model within Caravelle’s broader business portfolio. Consequently, the business may undergo substantial modifications or be deferred indefinitely depending on the outcome of this evaluation.
Removed
Caravelle plans to conduct its CO-Tech business through its subsidiary, Singapore Garden. In the fourth quarter of 2023, Caravelle expects to launch its CO-Tech business in wood desiccation, an important supply chain step in the wood industry. Some of the key steps of wood processing include woodcutting, wood desiccation or drying, wood gluing, and wood surface processing.
Added
Management of Operations General Management Overall responsibility for the oversight of the management of Caravelle rests with its board of directors. Caravelle Board and management team consist of experienced and versatile professionals that can meet the needs of its core business and daily operations.
Removed
Caravelle will provide desiccation service for timber suppliers and sell the dried wood to downstream companies in the wood industry.
Added
In the second and third quarters of 2024, Caravelle has undergone a significant transformation in its leadership team, bringing in a new cadre of experienced professionals to guide the company through its next phase of growth. Effective July 8, 2024, Dr. Zhang was replaced by Hanxi Chang as the CEO and by Zi Xia as the CFO.

… 87 more changes not shown on this page.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

3 edited+12 added−119 removed2 unchanged
Our actual results and the timing of selected events could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under “Risk Factors” and elsewhere in this Report. A. Operating Results Overview Caravelle International Group (“Caravelle” or the “Company”) and its subsidiaries is an international operator of ocean transportation service.
Our actual results and the timing of selected events could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under “Risk Factors” and elsewhere in this Report. A. Operating Results Overview Caravelle International Group, or Caravelle, and its subsidiaries (collectively, the “Group”) is an international operator of ocean transportation service.
Caravelle is engaged in the seaborne transportation service under voyage contracts as well as vessel services for vessels for and on behalf of ship owners. For the years ended October 31, 2022, 2021 and 2020, Caravelle’s revenues were approximately $185.3 million, $122.0 million and $78.4 million, respectively.
Caravelle is engaged in the seaborne transportation service under voyage contracts as well as vessel services for vessels for and on behalf of ship owners. For the years ended October 31, 2023, 2022 and 2021, the Group’s revenues were approximately $95.3 million, $185.3 million and $122.0 million, respectively.
Net Income As a result of the foregoing, net income amounted to approximately $23.6 million for the year ended October 31, 2022, compared to a net income of approximately $10.3 million for the year ended October 31, 2021.
For the year ended October 31, 2023, we had net loss of approximately $15.8 million. For the years ended October 31, 2022, and 2021, we had net income of approximately $23.6 million and $10.3 million, respectively.
Removed
For the years ended October 31, 2022, 2021 and 2020, we had net income of approximately $23.6 million, $10.3 million and net loss of approximately $5.8 million, respectively. 44 Reverse Recapitalization On April 5, 2022, Pacifico entered into that certain Agreement and Plan of Merger which was amended by the Amended and Restated Agreement and Plan of Merger dated August 15, 2022 (the “Merger Agreement”), by and among Caravelle, Merger Sub 1, Merger Sub 2, and Caravelle Group.
Added
Recent Development Private Placement of Senior Notes and Warrants On January 10, 2024, Caravelle closed a private placement financing involving the issuance of senior secured convertible promissory notes and accompanying warrants to the note holders.
Removed
On December 16, 2022, the Business Combination was completed and Caravelle became a publicly traded holding company listed on the Nasdaq Capital Market and Caravelle Group became a wholly owned subsidiary of Caravelle.
Added
The notes and warrants were issued pursuant to a series of transaction documents (collectively, the “Senior Notes Transaction Documents”), including the Securities Purchase Agreement, the Senior Secured Original Issue 15% Discount Convertible Promissory Note (the “Note”), the Common Share Purchase Warrants (the “Warrants”), and the Security Agreement.
Removed
The Business Combination was completed through a two-step process as follows: (Step 1) Merger Sub 1 merged with and into Caravelle Group (the “Initial Merger”), and Caravelle Group was the surviving corporation of the Initial Merger and a direct wholly owned subsidiary of Caravelle, and (Step 2) following confirmation of the effectiveness of the Initial Merger, Merger Sub 2 merged with and into Pacifico (the “SPAC Merger” and together with the Initial Merger, the “Merger”), and Pacifico was the surviving corporation of the SPAC Merger and a direct wholly owned subsidiary of Caravelle.
Added
These agreements were executed by Caravelle and certain investors (the “Investors”) on January 5, 2024, to issue and sell $1.5 million of securities as an advance payment for the initial tranche of $3.3 million in a private placement of up to $6.8 million.
Removed
As a result of the Business Combination, among other things, (i) all outstanding ordinary shares of Caravelle Group were cancelled in exchange for 50,000,000 ordinary shares of Caravelle, (ii) each outstanding Pacifico Unit was automatically detached, (iii) each unredeemed outstanding share of Pacifico Common Stock was cancelled in exchange for the right to receive one (1) Ordinary Share of Caravelle, (iv) every ten (10) outstanding Pacifico Rights were contributed in exchange for one (1) Ordinary Share of Caravelle, and were cancelled and cease to exist, and (v) each Pacifico UPO was cancelled in exchange for one (1) UPO of Caravelle.
Added
The remaining $1.8 million of the initial tranche will be paid to the Company upon satisfaction of certain post-closing conditions as outlined in the Securities Purchase Agreement. The Note has an 18-month maturity and will be convertible into the Company’s Ordinary Shares at an initial conversion price of $1.00 per share, subject to adjustment as specified in the Note.
Removed
Caravelle was determined to be the accounting acquirer given that the original shareholders of Caravelle Group effectively controlled the combined entity after the Business Combination. Pacifico is treated as the acquired company for financial reporting purposes.
Added
The Note is repayable in cash upon maturity, but the Investors have the option to convert the Note into ordinary shares under the conditions set forth in the agreement. The Note also includes certain prepayment options and participation rights. The private placement is subject to customary closing conditions.
Removed
This determination is primarily based on the fact that subsequent to the Business Combination, Caravelle’s shareholders have a majority of the voting power of the combined company, Caravelle comprised all of the ongoing operations of the combined entity, Caravelle comprised a majority of the governing body of the combined company, and Caravelle’s senior management comprised all of the senior management of the combined company.
Added
Additionally, the Investors were granted five-year warrants equal to 50% of the funded amount at an initial exercise price of $1.00 per share, subject to adjustment. 37 On August 8, 2024, the Company and the Investors mutually agreed to terminate all terms and provisions of the Senior Notes Transaction Documents by entering into a Termination Agreement and a Note and Warrant Purchase Agreement.
Removed
Accordingly, for accounting purposes, the Business Combination is accounted for as a reverse recapitalization, which is equivalent to the issuance of shares by Caravelle for the net assets of Pacifico, accompanied by a recapitalization.
Added
Pursuant to these agreements, Caravelle will buy back the $1.5 million Senior Secured Original Issue 15% Discount Convertible Promissory Note, and the Warrants have been cancelled and terminated. Change of Management Prior to July 11, 2024, Dr.
Removed
Caravelle is determined as the predecessor, and the historical financial statements of Caravelle Group became Caravelle’s historical financial statements, with retrospective adjustments to give effect of the reverse recapitalization. The share and per share data is retrospectively restated to give effect to the reverse recapitalization. Net assets of Pacifico were stated at historical costs.
Added
Guohua Zhang, the Company’s founder and Chairman of the Board, and the then Chief Executive Officer, and interim Chief Financial Officer, was the beneficial owner of 67.14% of Caravelle’s Ordinary Shares (through various entities controlled by him that directly held Caravelle’s Ordinary Shares). As such, Dr. Zhang was the ultimate controlling shareholder of the Group. On July 11, 2024, Dr.
Removed
No goodwill or other intangible assets were recorded. Operations prior to the Business Combination were those of the Caravelle Group. 45 Reorganization For the purpose of listing on the NASDAQ Capital market, a reorganization of Caravelle’s legal structure was completed on October 8, 2021.
Added
Zhang’s beneficial ownership of the Company’s Ordinary Shares was reduced to 31.29% due to the transfer of 20,000,000 Ordinary Shares beneficially held by him to High-Trend Holdings USA LLC (“High-Trend”) pursuant to a series of agreements between Dr. Zhang, his affiliates and High-Trend. In connection therewith, Dr.
Removed
The reorganization involved the incorporation of Caravelle’s wholly-owned subsidiary — SGEX Group Co., Ltd (“SGEX”) and SGEX’s wholly-owned subsidiary — Singapore Garden Technology Pte. Ltd. (“Garden Technology”); and the transfer of all the shareholders’ equity interest in Topsheen Shipping Group Corporation (“Topsheen Samoa”) to SGEX on October 8, 2021.
Added
Zhang resigned as the Company’s Chief Executive Officer and interim Chief Financial Officer effective July 8, 2024. Dr. Zhang remains a director and the Chairman of the Board at Caravelle.
Removed
Since Caravelle’s businesses are effectively controlled by the same group of the shareholders before and after the reorganization, they are considered under common control. The above-mentioned transactions were accounted for as a recapitalization.
Added
During the second and third quarters of 2024, the prior executive management team of the Company including its Chief Shipping Officer, Chief Strategic Officer and all directors of the Company (except for Dr.
Removed
The consolidation of Caravelle and its subsidiaries has been accounted for at historical cost and prepared on the basis as if the aforementioned transactions had become effective as of the beginning of the first period presented in the consolidated financial statements. Key Factors that Affect Operating Results Caravelle primarily derives freight revenue from voyage contracts and provide vessel service.
Added
Zhang) resigned and were replaced by a new executive management team and directors, including Hanxi Chang as the Chief Executive Officer, Zi Xia as the Chief Financial Officer and a director, and Xuanhua Xi, Christopher Renn, and Jing Sang as independent directors. Please refer to “
Removed
Caravelle intends to continually enhance its freight services and acquire new customers by increasing its market penetration with deeper market coverage and a broader geographical reach. Caravelle’s ability to maintain and expand its customer base affects Caravelle’s operating results.
Removed
Quantitative and Qualitative Disclosures About Market Risk Market risk represents the risk of changes in value of a financial instrument, derivative or non-derivative, caused by fluctuations in foreign exchange rates and interest rates. Changes in these factors could cause fluctuations in our results of operations and cash flows. Caravelle is exposed to the market risks described below.
Removed
Foreign Exchange Rate Risk Caravelle generates all of its revenues in U.S. dollars, but currently incur some of its costs and Caravelle’s operating expenses (around 4%, 4% and 9% for the years ended October 31, 2022, 2021 and 2020 respectively) in currencies other than the U.S. dollar, primarily the Euro and Singapore Dollar.
Removed
For accounting purposes, expenses incurred in Euros and Singapore Dollars are converted into U.S. dollars at the exchange rate prevailing on the date of each transaction. The amount and frequency of some of these expenses, such as vessel repairs, supplies and stores, may fluctuate from period to period.
Removed
Depreciation in the value of the dollar relative to other currencies increases the dollar cost to Caravelle of paying such expenses. The portion of Caravelle’s expenses incurred in other currencies could increase in the future, which could expand our exposure to losses arising from currency fluctuations.
Removed
Currently, Caravelle does not consider the risk from exchange rate fluctuations to be material for our results of operations and therefore, Caravelle is not engaged in derivative instruments to hedge part of those expenses. Interest Rate Risk On April 9, 2020, Caravelle signed a loan agreement with DBS Bank Ltd. to obtain a five-year loan of $3,533,319 (or SGD 5,000,000).
Removed
The loan bears a fixed interest rate of 3% per annum. Caravelle is required to pay interest for the first twelve months and repay monthly instalments comprising principal and interest thereafter. As of October 31, 2022 and 2021, the balances were $2,330,334 and $3,352,464, respectively.
Removed
Caravelle is exposed to market risks associated with changes in interest rates relating to our loan facility if Caravelle needs to renew the loan in the future. Inflation risk. Caravelle’s operations expose it to the effects of inflation.
Removed
In the event that inflation becomes a significant factor in the world economy, inflationary pressures could result in increased operating and financing costs.
Removed
Although historically the ocean shipping industry has been able to largely offset the inflationary pressure by passing the costs of inflation onto its customers, the industry as a whole and Caravelle in particular may not be able to offset such costs sufficiently, in which case Caravelle’s cash flows and results would be negatively impacted.
Removed
Impact of COVID-19 In December 2019, a novel strain of coronavirus (COVID-19) surfaced.
Removed
As a result of the pandemic of COVID-19 in Asia countries, the United States and the world, our operations have been, and may continue to be, adversely impacted by disruptions in business activities, commercial transactions and general uncertainties surrounding the duration of the outbreaks and the various governments’ business, travel and other restrictions.
Removed
The COVID-19 virus has led many ports and organizations to take measures against its spread, such as quarantines and restrictions on travel. These measures may continue to cause severe trade disruptions due to, among other things, the unavailability of personnel, supply chain disruption, interruptions of production and closure of businesses and facilities and reduced consumer demand.
Removed
The duration and severity of this global health emergency and related disruptions remain uncertain. Moreover, because our vessels travel to ports in countries in which cases of COVID-19 have been reported, we face risks to personnel and operations.
Removed
Such risks include delays in the loading and discharging of cargo on or from our vessels, difficulties in carrying out crew changes, off time due to quarantine regulations, delays and expenses in finding substitute crew members if any of our vessels’ crew members become infected, delays in drydocking if insufficient shipyard personnel are working due to quarantines or travel restrictions.
Removed
In fiscal year 2020, the COVID-19 pandemic had a material net impact on our financial positions and operating results. We incurred a gross loss in fiscal year 2020 due to low ocean freight price and shorter voyage days under the impact of COVID-19.
Removed
The quarantines and travel restriction also caused congestions in ports, which caused higher port fees and longer idle time.
Removed
The COVID-19 pandemic did not have a material net impact on our financial positions and operating results for the years ended October 31, 2022 and 2021. 46 Results of Operations For the years ended October 31, 2022, 2021 and 2020 The following table summarizes the results of Caravelle’s operations for the years ended October 31, 2022, 2021 and 2020, respectively, and provides information regarding the dollar and percentage increase during such periods.
Removed
For the Years Ended October 31, % 2022 2021 Change Change REVENUE: Ocean freight revenue $ 178,126,765 $ 110,113,752 $ 68,013,013 61.8 % Vessel service revenue 7,222,865 11,847,305 (4,624,440 ) (39.0 )% Total revenue 185,349,630 121,961,057 63,388,573 52.0 % COST OF REVENUE: Cost of revenues 158,502,351 109,008,853 49,493,498 45.4 % GROSS PROFIT 26,847,279 12,952,204 13,895,075 107.3 % OPERATING EXPENSES: Selling Expense 16,342 27,452 (11,110 ) (40.5 )% General and administrative expenses 3,250,019 2,443,537 806,482 33.0 % Total operating expenses 3,266,361 2,470,989 795,372 32.2 % INCOME FROM OPERATIONS 23,580,918 10,481,215 13,099,703 125.0 % OTHER INCOME (EXPENSE), NET Interest income 18 5 13 260.0 % Interest expense (101,877 ) (122,392 ) 20,515 (16.8 )% Other income (expense), net 129,098 (100,093 ) 229,191 (229.0 )% INCOME BEFORE INCOME TAXES 23,608,157 10,258,735 13,349,422 130.1 % PROVISION FOR INCOME TAXES 11,243 2,113 9,130 432.1 % NET INCOME $ 23,596,914 $ 10,256,622 $ 13,340,292 130.1 % Less: Net income attributable to non-controlling interests 11,364,098 4,946,114 6,417,984 129.8 % NET INCOME ATTRIBUTABLE TO THE COMPANY 12,232,816 5,310,508 6,922,308 130.4 % Year ended October 31, 2022 compared to year ended October 31, 2021 Revenues For the year ended October 31, 2022, Caravelle’s total revenue was approximately $185.3 million as compared to approximately $122.0 million for the year ended October 31, 2021.
Removed
Revenue increased by approximately $63.4 million, or 52.0%. The overall increase in revenue was primarily attributable to increased ocean freight price during the year ended October 31, 2022.
Removed
Revenue from ocean freight increased by approximately $68.0 million or 61.8% from approximately $110.1 million in the year ended October 31, 2021 to approximately $178.1 million in the year ended October 31, 2022. The increase was contributed by higher prices charged in the year ended October 31, 2022.
Removed
Freight shipping rates rose in 2021, and continued to climb in 2022, especially for international shipping prices. International shipping prices are being driven by a commodity boom, high demand for shipping and congestions at ports as parts of the world economy recover from the pandemic.
Removed
The number of total voyage days was 3,457 days for the year ended October 31, 2022, a decrease of 825 days from 4,282 days for the year ended October 31, 2021.
Removed
Average charge per day was approximately $51,526 per day for the year ended October 31, 2022, an increase of approximately $25,811 from $25,715 per day for the year ended October 31, 2021.
Removed
Revenue from vessel service decreased by approximately $4.6 million or 39.0% from approximately $11.8 million in the year ended October 31, 2021 to approximately $7.2 million in the year ended October 31, 2022. Due to sharp increases in freight prices during 2022, the Company mainly engaged in ocean freight and reduced its provision of vessel services during the year.
Removed
The number of total voyage days was 971 days for the year ended October 31, 2022, a decrease of 174 days from 1,145 days for the year ended October 31, 2021.
Removed
Average charge per day was $7,435 per day for the year ended October 31, 2022, a decrease of $2,909 from $10,344 per day for the year ended October 31, 2021. 47 Cost of Revenues Caravelle’s cost of revenues mainly consist of ocean freight expense related to revenue contracts such as ship lease, oil, port fee and others.
Removed
As a result of high demand of international freight, Caravelle’s cost amounted to approximately $158.5 million for the year ended October 31, 2022, representing an increase of approximately $49.5 million or 45.4% compared to approximately $109.0 million for the year ended October 31, 2021.
Removed
Ship lease expense was approximately $92.1 million for the year ended October 31, 2022, representing an increase of approximately $36.5 million compared to approximately $55.6 million for the year ended October 31, 2021.
Removed
Oil expense was approximately $34.8 million for the year ended October 31, 2022, representing an increase of approximately $8.3 million compared to approximately $26.5 million for the year ended October 31, 2021.
Removed
Port fee was approximately $29.0 million for the year ended October 31, 2022, representing an increase of approximately $5.2 million compared to approximately $23.8 million for the year ended October 31, 2021.
Removed
Gross profit For the Years Ended October 31, 2022 2021 GROSS PROFIT Gross Profit Gross Margin Gross Profit Gross Margin Total gross profit $ 26,847,279 14.5 % $ 12,952,204 10.6 % Caravelle’s gross profit amounted to approximately $26.8 million for the year ended October 31, 2022, compared to a gross profit of approximately $13.0 million for the year ended October 31, 2021.
Removed
Gross margin as a percent of overall revenue for the year ended October 31, 2022 and 2021 was 14.5% and 10.6%, respectively. The increase in gross margin was primarily due to the increase of ocean freight prices outpacing the increase to expenses in the current year.
Removed
Operating Expenses For the Years Ended October 31, % 2022 2021 Change Change OPERATING EXPENSES: Selling $ 16,342 $ 27,452 $ (11,110 ) (40.5 )% General and administrative 3,250,019 2,443,537 806,482 33.0 % Total operating expenses $ 3,266,361 $ 2,470,989 $ 795,372 32.2 % Caravelle’s operating expenses consist of selling expense and general and administrative expense.
Removed
Operating expenses increased by approximately $0.8 million, or 32.2%, from approximately $2.5 million for the year ended October 31, 2021 to approximately $3.3 million for the year ended October 31, 2022.
Removed
The increase in Caravelle’s operating expenses was primarily due to an increase of approximately $0.8 million in general and administrative expense offset by a decrease of approximately $0.1 million in selling expense. Selling expenses primarily consisted of salary and compensation relating to Caravelle’s sales personnel.
Removed
Sales expenses amounted to $16,342 for the year ended October 31, 2022, which was attributable to Caravelle’s newly incorporated subsidiary Singapore Garden Technology Pte. Ltd.
Removed
General and administrative expenses primarily consisted of salary and compensation expenses relating to Caravelle’s accounting, human resources and executive office personnel, and included rental, depreciation and amortization expenses, office overhead, professional service fees and travel and transportation costs.
Removed
General and administrative expenses increased by approximately $0.8 million or 33.0% from approximately $2.4 million in the year ended October 31, 2021 to approximately $3.3 million in the year ended October 31, 2022 mainly due to increased salary expense and legal and other professional services fees related to Caravelle’s plans to pursue the Business Combination.
Removed
Other Income (expenses), net Other income (expense), net primarily consists of interest expense and others.
Removed
Other income (expense), net was $27,239 in the year ended October 31, 2022, representing an increase of $249,719, as compared to approximately $222,000 in the year ended October 31, 2021 due to the following reasons: (1) interest expense decreased by $20,515 to $101,877 in the year ended October 31, 2022 from approximately $122,392 in the year ended October 31, 2021 and (2) other income, net was $129,098 in the year ended October 31, 2022, compared to other expense, net of $100,093 in the year ended October 31, 2021 as a result of higher exchange gain in the current year. 48 Provision for Income Taxes Caravelle’s provision for income taxes was $11,243 and $2,113 for the years ended October 31, 2022 and 2021, respectively.
Removed
Topsheen Shipping is eligible and participates under the Maritime Sector Incentive-Approved International Shipping Enterprise (MSI-AIS) award in Singapore. All qualified shipping income derived from the shipping activity in Topsheen Shipping is exempt from taxation for the duration of MSI-AIS approval.
Removed
Year ended October 31, 2021 compared to year ended October 31, 2020 For the Years Ended October 31, % 2021 2020 Change Change REVENUE: Ocean freight revenue 110,113,752 77,301,897 32,811,855 42.4 % Vessel service revenue 11,847,305 1,049,551 10,797,754 1,028.8 % Total revenue $ 121,961,057 78,351,448 43,609,609 55.7 % COST OF REVENUE: Cost of revenues 109,008,853 82,290,135 26,718,718 32.5 % GROSS PROFIT (LOSS) 12,952,204 (3,938,687 ) 16,890,891 (428.8 )% OPERATING EXPENSES: Selling Expense 27,452 - 27,452 100 % General and administrative expenses 2,443,537 1,792,779 650,758 36.3 % Total operating expenses 2,470,989 1,792,779 678,210 37.8 % INCOME (LOSS) FROM OPERATIONS 10,481,215 (5,731,466 ) 16,212,681 (282.9 )% OTHER INCOME (EXPENSE): Interest income 5 7,607 (7,602 ) (99.9 )% Interest expense (122,392 ) (60,256 ) (62,136 ) 103.1 % Other (expense)income, net (100,093 ) 25,486 (125,579 ) (492.7 )% INCOME (LOSS) BEFORE INCOME TAXES 10,258,735 (5,758,629 ) 16,017,364 (278.1 )% PROVISION FOR INCOME TAXES 2,113 2,357 (244 ) (10.4 )% NET INCOME (LOSS) 10,256,622 (5,760,986 ) 16,017,608 (278.0 )% Less: Net income (loss) attributable to non-controlling interests 4,946,114 (2,592,023 ) 7,538,137 (290.8 )% NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY 5,310,508 (3,168,963 ) 8,479,471 (267.6 )% Revenues For the year ended October 31, 2021, Caravelle’s total revenue was approximately $122.0 million as compared to approximately $78.4 million for the year ended October 31, 2020.
Removed
Revenue increased by approximately $43.6 million, or 55.7%. The overall increase in revenue was primarily attributable to increased ocean freight prices and more voyage days completed during the year ended October 31, 2021.
Removed
Revenue from ocean freight increased by approximately $32.8 million or 42.4% from approximately $77.3 million in the year ended October 31, 2020 to approximately $110.1 million in the year ended October 31, 2021. The increase was contributed by an increase of total voyage days and higher price charged in the year ended October 31, 2021.
Removed
Freight shipping rates rose in second half 2020, and continue to climb in 2021, especially for international shipping prices. International shipping prices are being driven by a commodity boom, high demand for shipping and congestion at ports as parts of the world economy recover from the pandemic.
Removed
The number of total voyage days was 4,282 days for the year ended October 31, 2021, an increase of 664 days from 3,618 days for the year ended October 31, 2020.
Removed
Average charge per day was approximately $25,715 per day for the year ended October 31, 2021, an increase of $4,352 from $21,364 per day for the year ended October 31, 2020.
Removed
Revenue from vessel service increased by approximately $10.8 million or 1,028.8% from approximately $1.0 million in the year ended October 31, 2020 to approximately $11.8 million in the year ended October 31, 2021.
Removed
The number of total voyage days was 1,145 days for the year ended October 31, 2021, an increase of 562 days from 583 days for the year ended October 31, 2020.
Removed
Average charge per day was $10,344 per day for the year ended October 31, 2021, increased by $8,544 from $1,799 per day for the year ended October 31, 2020. 49 Cost of Revenues Caravelle’s cost of revenues mainly consists of ocean freight expense related to revenue contracts such as ship lease, oil, port fee and others.
Removed
As a result of high demand of international freight and more voyage days, our cost amounted to approximately $109.0 million for the year ended October 31, 2021, representing an increase of approximately $26.7 million or 32.5% compared to approximately $82.3 million for the year ended October 31, 2020.
Removed
Ship lease expense was approximately $55.6 million for the year ended October 31, 2021, representing an increase of approximately $23.1 million compared to approximately $32.4 million for the year ended October 31, 2020.

… 54 more changes not shown on this page.

Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

17 edited+134 added−25 removed23 unchanged
The nominating committee is responsible for overseeing the selection of persons to be nominated to serve on Caravelle Board. Specifically, the nominating committee makes recommendations to Caravelle Board regarding the size and composition of Caravelle Board, establishes procedures for the director nomination process and screens and recommends candidates for election to Caravelle Board.
The nominating committee is responsible for overseeing the selection of persons to be nominated to serve on the Caravelle Board. Specifically, the nominating committee makes recommendations to Caravelle Board regarding the size and composition of Caravelle Board, establishes procedures for the director nomination process and screens and recommends candidates for election to Caravelle Board.
The administrator of the 2022 Plan may amend, alter, suspend, discontinue or terminate the 2022 Plan, or any award agreement hereunder or any portion hereof or thereof at any time; provided, however, that no such amendment, alteration, suspension, discontinuation or termination shall be made without (i) shareholder approval with such legally mandated threshold for a resolution of the shareholders if such approval is necessary to comply with any tax or regulatory requirement for which or with which the administrator of the 2022 Plan deems it necessary or desirable to qualify or (ii) shareholder approval with such threshold for a resolution of the shareholders in respect of such amendment, alteration, suspension, discontinuation or termination as provided in Caravelle’s Memorandum and Articles of Association for any amendment to the 2022 Plan that increases the total number of shares reserved for the purposes of the 2022 Plan, and (iii) with respect to any award agreement, the consent of the affected employee, if such action would materially and adversely affect the rights of such employee under any outstanding award. 58 C.
The administrator of the 2022 Plan may amend, alter, suspend, discontinue or terminate the 2022 Plan, or any award agreement hereunder or any portion hereof or thereof at any time; provided, however, that no such amendment, alteration, suspension, discontinuation or termination shall be made without (i) shareholder approval with such legally mandated threshold for a resolution of the shareholders if such approval is necessary to comply with any tax or regulatory requirement for which or with which the administrator of the 2022 Plan deems it necessary or desirable to qualify or (ii) shareholder approval with such threshold for a resolution of the shareholders in respect of such amendment, alteration, suspension, discontinuation or termination as provided in Caravelle’s Memorandum and Articles of Association for any amendment to the 2022 Plan that increases the total number of shares reserved for the purposes of the 2022 Plan, and (iii) with respect to any award agreement, the consent of the affected employee, if such action would materially and adversely affect the rights of such employee under any outstanding award.
Caravelle is not party to any agreements with its executive officers and directors that provide for benefits upon termination of employment. 57 2022 Incentive Plan Caravelle has adopted the 2022 Share Incentive Plan (the “2022 Plan”), which provides for the issuance of up to an aggregate of 3,349,520 of its Ordinary Shares.
Caravelle is not party to any agreements with its executive officers and directors that provide for benefits upon termination of employment. 2022 Incentive Plan Caravelle has adopted the 2022 Share Incentive Plan (the “2022 Plan”), which provides for the issuance of up to an aggregate of 3,349,520 of its Ordinary Shares.
An award is deemed to be exercised when exercise notice has been given to the company in accordance with the terms of the award by the person entitled to exercise the award and full payment for the shares with respect to which the award is exercised. Amendment, Suspension or Termination of the 2022 Plan.
An award is deemed to be exercised when exercise notice has been given to the company in accordance with the terms of the award by the person entitled to exercise the award and full payment for the shares with respect to which the award is exercised. 50 Amendment, Suspension or Termination of the 2022 Plan.
Further, there are no share ownership qualifications for directors unless so fixed by us in a general meeting.
There are no membership qualifications for directors. Further, there are no share ownership qualifications for directors unless so fixed by us in a general meeting.
Unless otherwise determined by our company in general meeting, we shall have no less than three (3) directors.
Unless otherwise determined by our company in a general meeting, we shall have no less than three (3) directors.
Board Diversity Matrix Country of Principal Executive Offices Singapore Foreign Private Issuer Yes Disclosure Prohibited under Home Country Law No Total Number of Directors 5 Did Not Non- Disclose Female Male Binary Gender Part I: Gender Identity Directors 1 4 0 0 Part II: Demographic Background Underrepresented Individual in Home Country Jurisdiction 0 LGBTQ+ 0 Did Not Disclose Demographic Background 0 B.
Board Diversity Matrix Country of Principal Executive Offices Singapore Foreign Private Issuer Yes Disclosure Prohibited under Home Country Law No Total Number of Directors 5 Did Not Non- Disclose Female Male Binary Gender Part I: Gender Identity Directors 3 2 0 0 Part II: Demographic Background Underrepresented Individual in Home Country Jurisdiction 0 LGBTQ+ 0 Did Not Disclose Demographic Background 0 49 B.
D. Employees Caravelle had a total of 34 employees as of October 31, 2022. E. Share ownership Ownership of Caravelle’s shares by its executive officers and directors upon consummation of the Business Combination is set forth in “Item 7. Major Shareholders and related Party Transactions – A. Major Shareholders” of this Report. 59
D. Employees Caravelle had a total of 31 employees as of October 31, 2023. E. Share ownership Ownership of Caravelle’s shares by its executive officers and directors upon consummation of the Business Combination is set forth in “Item 7. Major Shareholders and related Party Transactions – A. Major Shareholders” of this Report. 51
The nominating committee does not distinguish among nominees recommended by shareholders and other persons. 56 The compensation committee reviews annually our corporate goals and objectives relevant to the officers’ compensation, evaluates the officers’ performance in light of such goals and objectives, determines and approves the officers’ compensation level based on this evaluation; makes recommendations to the Board regarding approval, disapproval, modification, or termination of existing or proposed employee benefit plans, makes recommendations to the Caravelle Board with respect to non-CEO and non-CFO compensation and administers Caravelle’s incentive-compensation plans and equity-based plans.
The compensation committee reviews annually our corporate goals and objectives relevant to the officers’ compensation, evaluates the officers’ performance in light of such goals and objectives, determines and approves the officers’ compensation level based on this evaluation; makes recommendations to the Board regarding approval, disapproval, modification, or termination of existing or proposed employee benefit plans, makes recommendations to the Caravelle Board with respect to non-CEO and non-CFO compensation and administers Caravelle’s incentive-compensation plans and equity-based plans.
The audit committee, which is established in accordance with Section 3(a)(58)(A) of the Exchange Act, engages Caravelle’s independent accountants, reviewing their independence and performance; reviews Caravelle’s accounting and financial reporting processes and the integrity of its financial statements; the audits of Caravelle’s financial statements and the appointment, compensation, qualifications, independence and performance of our independent auditors; Caravelle’s compliance with legal and regulatory requirements; and the performance of Caravelle’s internal audit function and internal control over financial reporting.
The composition of each committee is described below: ● Audit Committee: Xuanhua Xi (Chairperson), Christopher Renn, and Jing Sang; ● Nominating Committee: Christopher Renn (Chairperson); ● Compensation Committee: Christopher Renn (Chairperson), and Jing Sang. 48 The audit committee, which is established in accordance with Section 3(a)(58)(A) of the Exchange Act, engages Caravelle’s independent accountants, reviewing their independence and performance; reviews Caravelle’s accounting and financial reporting processes and the integrity of its financial statements; the audits of Caravelle’s financial statements and the appointment, compensation, qualifications, independence and performance of our independent auditors; Caravelle’s compliance with legal and regulatory requirements; and the performance of Caravelle’s internal audit function and internal control over financial reporting.
Board Practices See “Item 6A. Directors, Senior Management and Employees—A. Directors and Executive Officers”. See information provided in response to Item 6.A. above as to the current directors. Composition of Board Our board of directors currently consists of five directors. Officers are appointed by and serve at the discretion of the board of directors.
No share incentives were granted under the 2022 Plan as of October 31, 2023. C. Board Practices See “Item 6A. Directors, Senior Management and Employees—A. Directors and Executive Officers”. See information provided in response to Item 6.A. above as to the current directors. Composition of Board Our board of directors currently consists of five directors.
In addition to the business operations, he designed the CO-Tech model for onboard wood desiccation process and invented 14 related patents. Prior to founding Caravelle, Dr. Zhang worked as Chief Executive Officer for Honest Timber Gabon Co., Ltd. from 2003 to 2013. From 2013 to 2016, he worked for Long Sheng Group. Dr.
Zhang served as Caravelle Group’s Chief Executive Officer since April 2021. Dr. Zhang has approximately 20 years of experience in the timber industry and the stevedoring process in the international shipping industry. In addition to the business operations, he designed the CO-Tech model for onboard wood desiccation process and invented 14 related patents. Prior to founding Caravelle, Dr.
The board of directors maintains a majority of independent directors who are deemed to be independent under the definition of independence under Rule 5605(c)(2) of the Nasdaq Stock Market Rules. Our independent directors are: Edward Cong Wang, Xiangjin Cao, and Alon Rozen. There are no membership qualifications for directors.
Officers are appointed by and serve at the discretion of the board of directors. The board of directors maintains a majority of independent directors who are deemed to be independent under the definition of independence under Rule 5605(c)(2) of the Nasdaq Stock Market Rules. Our independent directors are: Xuanhua Xi, Christopher Renn, and Jing Sang.
Zhang has been serving as Caravelle’s director since May 2022 and is currently acting as its principal executive officer, principal financial officer, and principal accounting officer. Dr. Zhang was appointed the Chief Executive Officer of Caravelle at the Closing of the Business Combination and was appointed as its interim Chief Financial Officer on August 28, 2023. Dr.
Guohua Zhang is the founder of Caravelle and was appointed the Chief Executive Officer and director of Caravelle at the Closing of the Business Combination and served in such position as of July 8, 2024. He also served as Caravelle’s interim Chief Financial Officer between August 28, 2023 and July 8, 2024. Dr.
The address of our remaining directors and executive officers is 60 Paya Lebar Road, #06-17 Paya Lebar Square, Singapore 409051, (65) 8304 8372. Family Relationship There are no family relations among any of our officers or directors. There are no other arrangements or understandings pursuant to which our directors are selected or nominated.
Family Relationship There are no family relations among any of our officers or directors. There are no other arrangements or understandings pursuant to which our directors are selected or nominated. Committees of the Board of Directors Caravelle has three Board committees: the audit committee, the nominating committee and the compensation committee.
Compensation Each officer of Caravelle is entitled to a monthly salary ranging from USD 8,333.33 to $16,666.67. Such salaries became payable upon the Closing of the Business Combination.
Compensation Upon the Closing of the Business Combination, only two independent directors of Caravelle are entitled to a monthly director’s fee of $2,000. Such salaries became payable upon the Closing of the Business Combination.
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES A. Directors and Executive Officers On August 28, 2023, the Board of Directors of Caravelle terminated Xiaohui Wang as Caravelle’s Chief Financial Officer and appointed Dr. Guohua Zhang, who serves as Caravelle’s Chief Executive Officer, as its interim Chief Financial Officer effective immediately.
Recent Accounting Pronouncements A list of recent relevant accounting pronouncements is included in Note 2 “Summary of Significant Accounting Policies” of our Consolidated Financial Statements. ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES A. Directors and Executive Officers Effective July 8, 2024, Dr. Guohua Zhang resigned as Caravelle’s Chief Executive Officer and interim Chief Financial Officer.
Removed
Caravelle’s directors and executive officers are currently as follows: Name Age Position Guohua Zhang 47 Chief Executive Officer, Interim Chief Financial Officer and Director Dong Zhang 51 Chief Shipping Officer and Director Sai Wang 39 Chief Strategic Officer Edward Cong Wang 38 Independent Director Xiangjin Cao 43 Independent Director Alon Rozen 54 Independent Director Guohua Zhang. Dr.
Added
Item 6. Directors, Senior Management and Employees ” on page 47 for further details.
Removed
Zhang is the founder of Caravelle and has been Caravelle’s Chief Executive Officer, director, and chairman of the board since April 2021. Dr. Zhang has approximately 20 years of experience in the timber industry and the stevedoring process in the international shipping industry.
Added
See also “ Risk Factors – Risk related to Caravelle’s Overall Business - Caravelle’s new management team faces challenges during transitional period and there is uncertainty introduced by the new management’s strategic reassessment of Caravelle’s overall business” on page 11 and “Risk Factors – Risk related to Caravelle’s Overall Business - The recent replacement of Caravelle’s management team may introduce uncertainties to the Group operations, strategies and future directions, and could materially affect the company’s financial conditions and operating results. ” on page 15.
Removed
Zhang received his doctorate in business administration from Université PSL. Caravelle believes that Dr. Zhang’s qualifications to sit on the board include his deep understanding of Caravelle’s business model, technical background in the operations, the wide industrial connection and strong leadership as an executive and director. Dr. Zhang resides in Gabon and is fluent in French. 54 Dong Zhang. Mr.
Added
Reverse Recapitalization On April 5, 2022, Pacifico Acquisition Corp.
Removed
Zhang has been serving as Caravelle’s director since May 2022. Mr. Zhang was appointed the Chief Shipping Officer of Caravelle at the Closing of the Business Combination. Mr. Zhang joined the Jiangsu office of Yongtongwei (China) in 1991 and was later promoted to the chief representative of the office. Mr.
Added
(“Pacifico”) entered into that certain Agreement and Plan of Merger which was amended by the Amended and Restated Agreement and Plan of Merger (the “SPAC Transaction”) dated August 15, 2022 (the “Merger Agreement”), by and among Caravelle Group Co., Ltd (“Caravelle Group”), Pacifico International Group, a Cayman Islands exempted company and a direct wholly-owned subsidiary of the Company (“Merger Sub 1”), Pacifico Merger Sub 2 Inc., a Delaware corporation and a direct wholly-owned subsidiary of the Company (“Merger Sub 2” and, together with the Company and Merger Sub 1, each, individually, an “Acquisition Entity” and, collectively, the “Acquisition Entities”), and Caravelle Group.
Removed
Wang joined the Nanjing subdivision of China Beifang Logistics Limited and served as its general manager until 2004. From 2005, he founded Nanjing Deyun International Logistics Limited and a number of affiliated companies. He has been serving as the Chair of the Board of Topsheen Shipping Group Limited since 2009. Mr.
Added
On December 16, 2022, the SPAC Transaction was completed and the Company became a publicly traded holding company listed on the Nasdaq Capital Market and Caravelle Group became a wholly owned subsidiary of the Company.
Removed
Zhang is a veteran in the industry of trade import and export, as well as in managing and operating an international fleet. Mr. Zhang graduated from Jiangsu Vocational College of International Trade and Business. Caravelle believes that Mr.
Added
The SPAC Transaction was completed through a two-step process as follows: (Step 1) Merger Sub 1 merged with and into Caravelle Group (the “Initial Merger”), and Caravelle Group was the surviving corporation of the Initial Merger and a direct wholly owned subsidiary of the Company, and (Step 2) following confirmation of the effectiveness of the Initial Merger, Merger Sub 2 merged with and into Pacifico (the “SPAC Merger” and together with the Initial Merger, the “Merger”), and Pacifico was the surviving corporation of the SPAC Merger and a direct wholly owned subsidiary of the Company (collectively, the “SPAC Transaction” or “reverse merger”).
Removed
Zhang is qualified to serve as a director and Chief Shipping Officer of Caravelle with his rich experience in the international shipping industry and the resources of fleet operations. Mr. Dong Zhang resides in Singapore. Sai Wang. Mr. Wang is Caravelle’s Chief Strategic Officer. He joined Caravelle in 2021. From 2005 to 2007, Mr.
Added
As a result of the SPAC Transaction, among other things, (i) all outstanding ordinary shares of Caravelle Group was cancelled in exchange for 50,000,000 ordinary shares of the Company, (ii) each outstanding unit of Pacifico (the “Pacifico Unit”) was automatically detached, (iii) each unredeemed outstanding share of common stock of Pacifico (the “Pacifico Common Stock”) was cancelled in exchange for the right to receive one (1) the Company’s Ordinary Share, (iv) every ten (10) outstanding rights of Pacifico (the “Pacifico Rights”) was contributed in exchange for one (1) of the Company’s Ordinary Shares, and were cancelled and cease to exist, and (v) each unit purchase option of Pacifico (the “Pacifico UPO”) will automatically be cancelled and cease to exist in exchange for one (1) unit purchase option of the Company’s (the “UPO”).
Removed
Wang worked at Kotler Marketing Group in Shanghai. In 2007, Mr. Wang co-founded Brighten Consulting, which later merged with Cinsos Consulting. In 2010, Mr. Wang rejoined Kotler Marketing Group and became a managing partner. While at Kotler, he provided consulting service for over seventy companies, including Haier Group, ByteDance, AVIC International, Baosteel, China Merchants Group, and Meituan. Mr.
Added
The Company was determined to be the accounting acquirer given that the original shareholders of Caravelle Group effectively controlled the combined entity after the Transaction. Pacifico is treated as the acquired company for financial reporting purposes.
Removed
Wang graduated from Wuhan University and Université Paris Dauphine and furthered his studies at HEC Paris and Harvard Business School. He holds a doctorate in business administration. In addition to his management position, he teaches at several foreign business schools and has co-authored a few popular business books. Mr. Sai Wang resides in Gabon and is fluent in French.
Added
This determination is primarily based on the fact that subsequent to the SPAC Transaction, the Company’s shareholders have a majority of the voting power of the combined company, the Company comprised all of the ongoing operations of the combined entity, the Company comprised a majority of the governing body of the combined company, and the Company’s senior management comprised all of the senior management of the combined company.
Removed
Edward Cong Wang. Mr. Wang has been Caravelle’s director since February 2022. Mr. Wang has also been Pacifico’s Chairman, President and Chief Executive Officer since Pacifico’s inception. Mr. Wang has served as the managing partner at The Balloch (Holding) Group since March 2020.
Added
Accordingly, for accounting purposes, the SPAC Transaction is accounted for as a reverse recapitalization, which is equivalent to the issuance of shares by the Company for the net assets of Pacifico, accompanied by a recapitalization.
Removed
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.
Added
The Company is determined as the predecessor, and the historical financial statements of Caravelle became the Company’s historical financial statements, with retrospective adjustments to give effect of the reverse recapitalization. The share and per share data is retrospectively restated to give effect to the reverse recapitalization. Net assets of Pacifico were stated at historical costs.
Removed
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.
Added
No goodwill or other intangible assets were recorded. Operations prior to the SPAC Transaction were those of the Caravelle Group. 38 Key Factors that Affect Operating Results The Group primarily derives freight revenue from voyage contracts and provides vessel service.
Removed
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. Caravelle believes Mr. Wang is qualified to serve on Caravelle Board because of his extensive financial, management, and transaction experience, as well as his contacts and relationships. Mr. Edward Wang is a U.S. resident.
Added
The Group intends to continually enhance its freight services and acquire new customers by increasing its market penetration with deeper market coverage and a broader geographical reach. The Group’s ability to maintain and expand its customer base affects Group’s operating results.
Removed
The address of Edward Cong Wang is c/o Pacifico Capital LLC, 521 Fifth Avenue 17th Floor, New York, NY 10175. Xiangjin Cao. Ms. Cao agreed to join Caravelle as an independent director upon the consummation of the Business Combination. Since February 2020, Ms. Cao has served as the executive deputy director of Swiss-Sino Innovation Center in Switzerland. Ms.
Added
Quantitative and Qualitative Disclosures About Market Risk Market risk represents the risk of changes in value of a financial instrument, derivative or non-derivative, caused by fluctuations in foreign exchange rates and interest rates. Changes in these factors could cause fluctuations in our results of operations and cash flows. The Group is exposed to the market risks described below.
Removed
Cao has been the CEO and co-founder of Intellsol Energy Solutions since 2021, a Swiss green energy firm providing solutions for green energy transformation, valuation, consulting. Since January 2020, she has served on the advisory boards of Prestige Media Group and XLife Science AG.
Added
Foreign Exchange Rate Risk The Group generates all of its revenues in U.S. dollars, but currently incur some of its costs and the Group’s operating expenses ((around 5%, 4% and 4% for the years ended October 31, 2023, 2022 and 2021 respectively) in currencies other than the U.S. dollar, primarily the Euro and Singapore Dollar.
Removed
Previously, from 2017 to 2021 and from 2013 to 2017, she was Managing Director at Le Mirador Health & Wellness Centre SA and Swiss Health Alliance SA, respectively, which are both health and wellness company providing health and para-medical treatments in Switzerland. From 2008 to 2020, Ms.
Added
For accounting purposes, expenses incurred in Euros and Singapore Dollars are converted into U.S. dollars at the exchange rate prevailing on the date of each transaction. The amount and frequency of some of these expenses, such as vessel repairs, supplies and stores, may fluctuate from period to period.
Removed
Cao was the founder and general manager of Moma China SA, an organization that facilitated commercial and cultural communication between China and Switzerland. Ms. Cao received an EMBA from IMD Lausanne in 2021, and a DESS in urban planning & sustainability development in 2007 and an HEC in economics from University of Lausanne in 2003. Caravelle believes that Ms.
Added
Depreciation in the value of the dollar relative to other currencies increases the dollar cost to the Group of paying such expenses. The portion of the Group’s expenses incurred in other currencies could increase in the future, which could expand our exposure to losses arising from currency fluctuations.
Removed
Cao is qualified to serve as an independent director of Caravelle as Ms. Cao can bring her wealth of knowledge experience in green technology and sustainability and will be a key advisor in Caravelle’s emerging CO-Tech business line. Ms. Cao resides in Switzerland. 55 Alon Rozen. Mr.
Added
Currently, the Group does not consider the risk from exchange rate fluctuations to be material for our results of operations and therefore, the Group is not engaged in derivative instruments to hedge part of those expenses. Inflation risk The Group’s operations expose it to the effects of inflation.
Removed
Rozen agreed to join Caravelle as an independent director upon the consummation of the Business Combination. Mr. Rozen has been the Dean, CEO and Professor of Innovation and Management at École des Ponts Business School in Paris, as well as full professor at Ecole des Ponts ParisTech since 2017.
Added
In the event that inflation becomes a significant factor in the world economy, inflationary pressures could result in increased operating and financing costs.
Removed
He has served as the President and CEO of MIB Développement SA since 2014, the business entity that runs the École des Ponts Business School. He also serves as a director of the French B Lab, part of the B Corp Global network and as an independent board member of Engie Rassembleurs d’énergie, a Corporate Social Venture Capital fund.
Added
Although historically the ocean shipping industry has been able to largely offset the inflationary pressure by passing the costs of inflation onto its customers, the industry as a whole and the Group in particular may not be able to offset such costs sufficiently, in which case the Group’s cash flows and results would be negatively impacted.
Removed
He teaches MBA and graduate management classes as a visiting professor in a number of universities in Europe. He has also been providing business consulting and training services through Circular-by-Design SARL, a French-based limited liability company since February 2022 and through MMarketing, Montesquieu Marketing, and Marketing Buro before February 2022.
Added
Impact of COVID-19 In December 2019, a novel strain of coronavirus (COVID-19) surfaced.
Removed
He co-founded real estate consulting and development company In-Line Development Services. Mr. Rozen received his BSc in economics with honors from University of Paris I - La Sorbonne in 1995 and his MBA from Ecole des Ponts Business School in 1997. Caravelle believes that Mr. Rozen is qualified to serve as an independent director of Caravelle as Mr.
Added
As a result of the pandemic of COVID-19 in Asian countries, the United States and the world, our operations have been, and may continue to be, adversely impacted by disruptions in business activities, commercial transactions and general uncertainties surrounding the duration of the outbreaks and the various governments’ business, travel and other restrictions.
Removed
Rozen can bring decades of experience in international business and advise on Caravelle’s international business. Mr. Rozen is fluent in five languages and resides in Paris, France. The address of Alon Rozen is 6 place du Colonel Bourgoin 75012 Paris – France.
Added
The COVID-19 virus has led many ports and organizations to take measures against its spread, such as quarantines and restrictions on travel. These measures may continue to cause severe trade disruptions due to, among other things, the unavailability of personnel, supply chain disruption, interruptions of production, and closure of businesses and facilities and reduced consumer demand.
Removed
Committees of the Board of Directors Caravelle has three Board committees: the audit committee, the nominating committee and the compensation committee. The composition of each committee is described below: ● Audit Committee: Alon Rozen (Chairperson), Xiangjin Cao, and Edward Cong Wang; ● Nominating Committee: Xiangjin Cao (Chairperson); and ● Compensation Committee: Alon Rozen (Chairperson), and Xiangjin Cao.
Added
Because our vessels travel to ports in countries in which cases of COVID-19 were reported, we faced risks to personnel and operations.
Removed
The members of each committee are all “independent” under Nasdaq’s listing standards. Alon Rozen is also a “financial expert” under the listing requirements of Nasdaq.
Added
Such risks included delays in the loading and discharging of cargo on or from our vessels, difficulties in carrying out crew changes, off time due to quarantine regulations, delays and expenses in finding substitute crew members if any of our vessels’ crew members became infected, delays in drydocking if insufficient shipyard personnel were working due to quarantines or travel restrictions.
Added
In fiscal year 2020, the COVID-19 pandemic had a material adverse impact on our financial position and operating results. We incurred a gross loss in fiscal year 2020 due to low ocean freight prices and shorter voyage days under the impact of COVID-19.
Added
The quarantines and travel restrictions also caused congestion in ports, which caused higher port fees and longer idle time.
Added
In fiscal 2021 and 2022, strong global growth and increased infrastructure spending led to a rise in demand for commodities, which combined with a historically low orderbook and port delays and congestion, resulted in an increase in the Group’s financial performance for the year ended October 31, 2022 and 2021, before moderating and declining significantly in fiscal 2023 as Asian demand weakened.
Added
For the year ended October 31, 2023, the Group’s revenue decreased by 48.6% from $185.3 million for the year ended October 31, 2022 to $95.3 million for the year ended October 31, 2023.
Added
Net loss amounted to $15.8 million for the year ended October 31, 2023, compared to net income of $23.6 million for the year ended October 31, 2022. 39 The extent of any future public health crisis’s impact on the Group’s operations and financial performance will depend on various factors, including the severity of the outbreak, the effectiveness of governmental responses, the availability of medical interventions, and the resilience of the global economy.
Added
While the Group is taking steps to mitigate these risks, the potential for significant adverse effects on the Group’s operations and financial condition remains.
Added
Results of Operations For the years ended October 31, 2023 and 2022 The following table summarizes the results of the Group’s operations for the years ended October 31, 2023, and 2022, respectively, and provides information regarding the dollar and percentage increase during such periods.
Added
For the Years Ended October 31, % 2023 2022 Change Change REVENUE: Ocean freight revenue $ 94,523,562 $ 178,126,765 $ (83,603,203) (46.9) % Vessel service revenue 733,976 7,222,865 (6,488,889 ) (89.8 )% Total revenue 95,257,538 185,349,630 (90,092,092 ) (48.6 )% COST OF REVENUE: Cost of revenues 107,142,741 158,502,351 (51,359,610 ) (32.4 )% GROSS (LOSS) PROFIT (11,885,203 ) 26,847,279 (38,732,482 ) (144.3 )% OPERATING EXPENSES: Selling expense - 16,342 (16,342 ) (100.0 )% General and administrative expenses 3,742,728 3,250,019 492,709 15.2 % Total operating expenses 3,742,728 3,266,361 476,367 14.6 % (LOSS) INCOME FROM OPERATIONS (15,627,931 ) 23,580,918 (39,208,849 ) (166.3 )% OTHER INCOME (EXPENSE), NET Interest income 7,738 18 7,720 42,888.9 % Interest expense (112,022 ) (101,877 ) (10,145 ) 10.0 % Other (expense) income, net (42,947 ) 129,098 (172,045 ) (133.3 )% (LOSS) INCOME BEFORE INCOME TAXES (15,775,162 ) 23,608,157 (39,383,319 ) (166.8 )% PROVISION FOR INCOME TAXES 2,542 11,243 (8,701 ) (77.4 )% NET (LOSS) INCOME $ (15,777,704 ) $ 23,596,914 $ (39,374,618 ) (166.9 )% Less: Net (loss) income attributable to non-controlling interests (6,445,680 ) 11,364,098 (17,809,778 ) (156.7 )% NET (LOSS) INCOME ATTRIBUTABLE TO THE COMPANY (9,332,024 ) 12,232,816 (21,564,840 ) (176.3 )% 40 Revenues For the year ended October 31, 2023, the Group’s total revenue was approximately $95.3 million, compared to approximately $185.3 million for the year ended October 31, 2022.
Added
This represents a revenue decrease of approximately $90.1 million, or 48.6%. The overall decrease in revenue was primarily attributable to a decrease in ocean freight prices during the year ended October 31, 2023.
Added
Revenue from ocean freight decreased by approximately $83.6 million or 46.9%, from approximately $178.1 million in the year ended October 31, 2022 to approximately $94.5 million in the year ended October 31, 2023. This decline was primarily attributable to a decrease in ocean freight prices during the year ended October 31, 2023.
Added
For the year ended October 31, 2022, the hire rates were at a high level due to the impact of COVID-19, but ocean freight prices returned to normal levels during the year ended October 31, 2023.
Added
Strong global growth and increased infrastructure spending led to a rise in demand for commodities, which, combined with a historically low order book and port delays and congestion, resulted in an increase in the Group’s financial performance for the years ended October 31, 2022 and 2021, before moderating and declining significantly in fiscal 2023 as demand in Asia weakened.
Added
The total number of voyage days was 3,452 days for the year ended October 31, 2023, a decrease of 5 days from 3,457 days for the year ended October 31, 2022.

… 96 more changes not shown on this page.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

24 edited+9 added−1 removed8 unchanged
Pursuant to the contract, Caravelle shall purchase four sets of Maritime Carbon Neutral Intelligent Control Platform systems (the “Systems”) from New Galion for total consideration of approximately $16.2 million (HK Dollar 127.0 million) (the “Consideration”).
Pursuant to the contract, Caravelle would purchase four sets of Maritime Carbon Neutral Intelligent Control Platform systems (the “Systems”) from New Galion for total consideration of approximately $16.2 million (HK Dollar 127.0 million) (the “Consideration”).
The Consideration shall be paid by four instalments with the first payment (30% of the Consideration) payable on Caravelle’s acceptance of New Galion’s ship modification design report for the Systems. New Galion is responsible to deliver the first set of the Systems before July 1, 2022 and deliver the rest of equipment according to Caravelle’s shipment schedule.
The Consideration shall be paid in four instalments with the first payment (30% of the Consideration) payable on Caravelle’s acceptance of New Galion’s ship modification design report for the Systems. New Galion is responsible for delivering the first set of the Systems before July 1, 2022 and deliver the rest of equipment according to Caravelle’s shipment schedule.
The Consideration shall be paid by four instalments with the first payment (30% of the Consideration) payable on Caravelle’s acceptance of New Galion’s ship modification design report for the Systems. New Galion is responsible to deliver the first set of the Systems before July 1, 2022 and deliver the rest of equipment according to Caravelle’s shipment schedule.
The Consideration was to be paid by four instalments with the first payment (30% of the Consideration) payable on Caravelle’s acceptance of New Galion’s ship modification design report for the Systems. New Galion was responsible for delivering the first set of the Systems before July 1, 2022, and for delivering the rest of equipment according to Caravelle’s shipment schedule.
Major Shareholders The following table sets forth information regarding the beneficial ownership of our ordinary shares by: ● each person known by us to be the beneficial owner of more than 5% of our outstanding shares; ● each of our officers and directors; and ● all our officers and directors as a group The calculations in the table below are based on 52,774,579 ordinary shares issued and outstanding as of August 15, 2023.
Major Shareholders The following table sets forth information regarding the beneficial ownership of our ordinary shares by: ● each person known by us to be the beneficial owner of more than 5% of our outstanding shares; ● each of our officers and directors; and ● all our officers and directors as a group The calculations in the table below are based on 56,089,579 ordinary shares issued and outstanding as of August 19, 2024.
On June 20, 2022, Caravelle entered into a supplemental agreement with New Galion to defer to the delivery schedule of the first set of System to suit Caravelle’s needs. As of the date of this filing, Caravelle has not made any payments to New Galion.
On June 20, 2022, Caravelle entered into a supplemental agreement with New Galion to defer the delivery schedule of the first set of Systems to suit Caravelle’s needs. As of the date of this filing, Caravelle has not made any payments to New Galion. This agreement was terminated on February 2, 2024.
Limited 1,256,111 1,647,921 4,679,148 Total $ 71,861,781 $ 50,397,927 $ 36,170,170 * The Caravelle Companies generally leased vessels or incurred the related freight costs with the above related parties. 62 On April 20, 2022, Caravelle entered into a strategic purchase contract with New Galion Group (HK) CO LTD (“New Galion”), a related party.
Limited 3,176,917 1,256,111 1,647,921 Total $ 36,564,143 $ 71,861,781 $ 50,397,927 * The Group generally leased vessels or incurred the related freight costs with the above related parties. On April 20, 2022, Caravelle entered into a strategic purchase contract with New Galion Group (HK) CO LTD (“New Galion”), a related party.
(d) Services provided to related parties** For the year ended October 31, For the year ended October 31, For the year ended October 31, 2022 2021 2020 Shanghai Weisheng International Logistics Co., Ltd $ 729,146 $ 1,065,779 $ 737,798 Nanjing Derun Shipping Co., Ltd 5,590 - - Topsheen Shipping Limited 142,531 - - Total $ 877,267 $ 1,065,779 $ 737,798 ** The Caravelle Companies generally provided transportation service to the above related parties.
(d) Services provided to related parties** For the year ended October 31, For the year ended October 31, For the year ended October31, 2023 2022 2021 Shanghai Weisheng International Logistics Co., Ltd $ 371,826 $ 729,146 $ 1,065,779 Nanjing Derun Shipping Co., Ltd - 5,590 - Topsheen Shipping Limited 106,235 142,531 - Total $ 478,061 $ 877,267 $ 1,065,779 ** The Group generally provided transportation service to the above related parties.
(e) Secured Loan provided by related parties Mr. Dong Zhang, a director of Caravelle, provided a guarantee for the repayment of the long-term loans, as described in greater detail in Note 7 to the audited financial statements contained herein. C. Interests of Experts and Counsel Not applicable. 63
(e) Loan Guarantee provided by related parties One related party provided a guarantee for the repayment of the long-term loans, as described in greater detail in Note 8 to the audited financial statements contained herein. C. Interests of Experts and Counsel Not applicable. 55
(2) On October 19, 2021, Keen Best Shipping Co., Ltd, a non-controlling shareholder, transferred 400,000 shares of Topsheen Bulk to Topsheen Shipping for consideration of $327,848. The unpaid balance of $317,848 as of October 31, 2021 was fully settled in 2022.
The Group repaid $12.1 million during the year. The remaining balance is unsecured, interest free and repayable on demand. (2) On October 19, 2021, Keen Best Shipping Co., Ltd, a non-controlling shareholder, transferred 400,000 shares of Topsheen Bulk to Topsheen Shipping for consideration of $327,848. The unpaid balance of $317,848 as of October 31, 2021 was fully settled in 2022.
The securities held by such shareholders will be locked-up until the earliest of: (i) six-month anniversary of the date of the closing of the Business Combination; and (ii) subsequent to the closing, the date on which Caravelle consummates a liquidation, merger, capital stock exchange, reorganization, or other similar transaction that results in all of its shareholders having the right to exchange their Ordinary Shares for cash, securities or other property. 60 Amended and Restated Registration Rights Agreement Concurrently with the execution of the Merger Agreement, Caravelle, Pacifico and certain of the holders of Caravelle Ordinary Shares, certain shareholders of Pacifico Common Stock, and the holders of the private Pacifico Units entered into an Amended and Restated Registration Rights Agreement pursuant to which, among other things, Caravelle agreed to provide the above holders with certain rights relating to the registration for resale of the Ordinary Shares that they received at the closing of the Business Combination.
The securities held by such shareholders will be locked-up until the earliest of: (i) six-month anniversary of the date of the closing of the Business Combination; and (ii) subsequent to the closing, the date on which Caravelle consummates a liquidation, merger, capital stock exchange, reorganization, or other similar transaction that results in all of its shareholders having the right to exchange their Ordinary Shares for cash, securities or other property.
(4) The balances mainly represented accounts receivables from Top Wisdom Shipping Management Co. Limited. 61 (b) Due to related parties Due to related parties consisted of the following: October 31, 2022 October 31, 2021 Topsheen Shipping Limited (1) $ - $ 3,040,099 Shanghai Weisheng International Logistics Co., Ltd. 22,567 11,160 Keen Best Shipping Co., Limited (2) - 317,848 Mr.
(b) Due to related parties Due to related parties consisted of the following: October 31, 2023 October 31, 2022 October 31, 2021 Topsheen Shipping Limited (1) $ 1,182,319 $ - $ 3,040,099 Shanghai Weisheng International Logistics Co., Ltd. 6,794 22,567 11,160 Keen Best Shipping Co., Limited (2) - - 317,848 Mr. Dong Zhang - - 799,000 Mr.
Ltd 2,526,064 1,961,665 3,011,397 Welly Focus Shipping Co. Limited 99,615 - - Top Wisdom Shipping Management Co. Limited 20,000 - - Nanjing Derun Shipping Co., Ltd 565,465 31,325 171,013 Top Legend Shipping Co.
Ltd 2,648,111 2,526,064 1,961,665 Welly Focus Shipping Co. Limited - 99,615 - Top Wisdom Shipping Management Co. Limited 64,967 20,000 - Top Creation International (HK) Limited 1,856,363 - - Top Moral Shipping Limited 8,567 - - Nanjing Derun Shipping Co., Ltd - 565,465 31,325 Top Legend Shipping Co.
Limited (4) - 6,246 Total $ 951,655 $ 16,246 (1) The balances mainly represented non-interest-bearing loans to this related party and due on demand. (2) The balances mainly represented accounts receivables from Nanjing Derun Shipping Co., Ltd. The balance was collected subsequently. (3) The balances mainly represented prepayments and other current assets to Topsheen Shipping Limited, which was utilized subsequently.
(2) The balances mainly represented accounts receivables from Nanjing Derun Shipping Co., Ltd. The balance was collected subsequently. (3) The balances mainly represented prepayments and other current assets to Topsheen Shipping Limited, which was utilized subsequently. (4) The balances mainly represented accounts receivables from Top Wisdom Shipping Management Co. Limited.
These related party balances as of October 31, 2022 and 2021 and transactions for the years ended October 31, 2022, 2021 and 2020 are identified as follows: Name of Related Party Relationship to the Group Mr. Shoucheng Lei Director of Topsheen Shipping Mr. Guohua Zhang Chief Executive Officer and Chairman of the Board Mr. Dong Zhang Director of Caravelle Mr.
These related party balances as of October 31, 2023, 2022 and 2021 and transactions for the years ended October 31, 2023, 2022 and 2021 are identified as follows: Name of Related Party Relationship to the Group Dr.
Dong Zhang exercises voting and dispositive control over the Ordinary Shares registered in the name of Speed Wealthy Ltd. B.
(4) Mr. Dong Zhang, the former Chief Shipping Officer and a former director of Caravelle and a top management member and key person at the Topsheen Companies, exercises voting and dispositive control over the Ordinary Shares registered in the name of Speed Wealthy Ltd. 52 B.
The balance represents unpaid balance of the above contract and other purchased fixed assets. (c) Services provided by related parties* For the year ended October 31, For the year ended October 31, For the year ended October 31, 2022 2021 2020 Topsheen Shipping Limited $ 67,394,526 $ 46,757,016 $ 28,308,612 Max Bright Marine Service Co.
Guohua Zhang to Pacifico for the related general administrative expense incurred prior to the completion of SPAC Transaction. 54 (c) Services provided by related parties* For the year ended October 31, For the year ended October 31, For the year ended October 31, 2023 2022 2021 Topsheen Shipping Limited $ 28,809,218 $ 67,394,526 $ 46,757,016 Max Bright Marine Service Co.
Dong Zhang Top Wisdom Shipping Management Co. Limited Controlled by Mr. Dong Zhang Deyun Shipping Group Co., Ltd. Controlled by Mr. Dong Zhang Beijing Hanpu Technology Co., Ltd. Controlled by Mr. Guohua Zhang Max Bright Marine Service Co. Ltd. Controlled by Mr. Dong Zhang Top Legend Shipping Co. Limited Controlled by Mr. Dong Zhang New Galion Group (HK) Co.
Controlled by a shareholder of the Company Welly Focus Shipping Co. Limited Controlled by a shareholder of the Company Top Wisdom Shipping Management Co. Limited Controlled by a shareholder of the Company Beijing Hanpu Technology Co., Ltd. Controlled by a shareholder of the Company Max Bright Marine Service Co. Ltd.
Dong Zhang (1) - 799,000 Mr. Shoucheng Lei (1) - 1,546,000 Mr. Qing Xu (1) - 752,000 Deyun Shipping Group Co., Ltd. (1) - 12,739 Beijing Hanpu Technology Co., Ltd. (3) 579,147 56,759 Mr. Guohua Zhang (1) 2,371,188 388,619 New Galion 4,000 - Total $ 2,976,902 $ 6,924,224 (1) The balances represented working capital loans from related parties.
Shoucheng Lei - - 1,546,000 Mr. Qing Xu - - 752,000 Deyun Shipping Group Co., Ltd. - - 12,739 Beijing Hanpu Technology Co., Ltd. (3) 579,147 579,147 56,759 Dr.
Qing Xu General Manager of Topsheen Shipping Shanghai Weisheng International Logistics Co., Ltd Controlled by Mr. Shoucheng Lei Topsheen Shipping Limited Controlled by Mr. Dong Zhang Keen Best Shipping Co., Limited Controlled by Mr. Dong Zhang Nanjing Derun Shipping Co., Ltd. Controlled by Mr. Dong Zhang Welly Focus Shipping Co. Limited Controlled by Mr.
Guohua Zhang (1) Chief Executive Officer and Chairman of the Board Shanghai Weisheng International Logistics Co., Ltd Controlled by a shareholder of the Company Topsheen Shipping Limited Controlled by a shareholder of the Company Keen Best Shipping Co., Limited Controlled by a shareholder of the Company Nanjing Derun Shipping Co., Ltd.
(2) Dr. Guohua Zhang exercises voting and dispositive control over the Ordinary Shares registered in the name of Galion-Group Co., Ltd., New Honest Group Co., Ltd. and Taiyuan Group Co., Ltd. in the amounts set forth in the above table. (3) Mr.
Jinyu Chang, as the sole shareholder and manager of High-Trend Holdings USA LLC, exercises voting and dispositive control over the Ordinary Shares registered in the name of High-Trend Holdings USA LLC in the amount set forth in the above table. Mr. Jinyu Chang is the father of Mr.
As of October 31, 2022 and 2021, Topsheen Shipping Limited paid salaries of $nil and $3,040,099 for the Caravelle Companies, respectively. As of October 31, 2022 and 2021, Mr. Guohua Zhang provided $2,371,188 and $388,619 working capital loan to the group. The loans are non-interest bearing and due on demand.
The balance represents the unpaid balance of the above contract and other purchased fixed assets. (4) As of October 31, 2023, 2022 and 2021, Dr. Guohua Zhang advanced $2,030,479, $2,371,188 and $388,619 to pay certain expanse on behalf of the Group. The advances are non-interest bearing and due on demand.
(3) 5,000,000 9.47 % * Less than 1%. ** For each person and group included in this column, percentage ownership is calculated by dividing the number of shares beneficially owned by such person or group by the number of ordinary shares outstanding as of August 15, 2023.
Ordinary shares Name and Address of Beneficial Owner (1) Number % ** Executive Officers and Directors Hanxi Chang 0 0 Zi Xia 0 0 Xuanhua Xi 0 0 Christopher Renn 0 0 Jing Sang 0 0 All Executive Officers and Directors as a group % 5% Or Greater Holders High-Trend Holdings USA LLC (2) 20,000,000 35.66 % Tianyuan Group Co., Ltd .(3) 9,472,255 16.89 % New Honest Group Co., Ltd .(3) 3,485,000 6.21 % Galion-Group Co., Ltd .(3) 4,500,000 6.21 % Speed Wealthy LTD .(4) 5,350,000 8.91 % * Less than 1%. ** For each person and group included in this column, percentage ownership is calculated by dividing the number of shares beneficially owned by such person or group by the number of ordinary shares outstanding as of August 30, 2024.
(1) The address of Edward Cong Wang is c/o Pacifico Capital LLC, 521 Fifth Avenue 17th Floor, New York, NY 10175. The address of Alon Rozen is 6 place du Colonel Bourgoin 75012 Paris – France. The address of our remaining directors and executive officers is 60 Paya Lebar Road, #06-17 Paya Lebar Square, Singapore 409051, (65) 8304 8372.
(1) The address of our directors and executive officers is 60 Paya Lebar Road, #05-47 Paya Lebar Square, Singapore 409051, (65) 8304 8372. (2) Mr.
Ltd (“New Galion”) Controlled by Mr. Guohua Zhang (a) Due from related parties Due from related parties consisted of the following: October 31, 2022 October 31, 2021 Welly Focus Shipping Co. Limited (1) - 10,000 Nanjing Derun Shipping Co., Ltd. (2) 5,590 - Topsheen Shipping Limited (3) 946,065 - Top Wisdom Shipping Management Co.
Limited (1) - - 10,000 Nanjing Derun Shipping Co., Ltd. (2) - 5,590 - Topsheen Shipping Limited (3) - 946,065 - Top Wisdom Shipping Management Co. Limited (4) 4,183 - 6,246 Total 4,183 $ 951,655 $ 16,246 (1) The balances mainly represented non-interest-bearing loans to this related party and due on demand.
Removed
Ordinary shares Name and Address of Beneficial Owner (1) Number % ** Executive Officers and Directors Guohua Zhang (2) 37,985,000 71.97 % Dong Zhang (3) 5,000,000 9.47 % Sai Wang 1,500,000 2.84 % Edward Cong Wang 1,662,500 3.15 % Xiangjin Cao — — Alon Rozen — — All Executive Officers and Directors as a group 46,147,500 87.44 % 5% Or Greater Holders GALION-GROUP CO., LTD (2) 24,500,000 46.42 % NEW HONEST GROUP CO., LTD (2) 3,485,000 6.60 % TAIYUAN GROUP CO., LTD (2) 10,000,000 18.94 % SPEED WEALTHY LTD.
Added
Hanxi Chang, who has been serving as Caravelle’s CEO since July 8, 2024. (3) Dr.
Added
Guohua Zhang, Caravelle’s Chairman of the Board and former CEO and interim CFO, exercises exclusive voting and dispositive control over an aggregate of 17,457,255 Ordinary Shares registered in the names of (i) Galion-Group Co., Ltd., a BVI business company, directly owning 4,500,000 Ordinary Shares; (ii) New Honest Group Co., Ltd., a BVI business company, directly owning 3,485,000 Ordinary Shares; and (iii) Taiyuan Group Co., Ltd., a BVI business company, directly owning 9,472,255 Ordinary Shares.
Added
Amended and Restated Registration Rights Agreement Concurrently with the execution of the Merger Agreement, Caravelle, Pacifico and certain of the holders of Caravelle Ordinary Shares, certain shareholders of Pacifico Common Stock, and the holders of the private Pacifico Units entered into an Amended and Restated Registration Rights Agreement pursuant to which, among other things, Caravelle agreed to provide the above holders with certain rights relating to the registration for resale of the Ordinary Shares that they received at the closing of the Business Combination.
Added
Controlled by a shareholder of the Company Top Legend Shipping Co. Limited Controlled by a shareholder of the Company Top Creation International (HK) Limited Controlled by a shareholder of the Company Top Moral Shipping Limited Controlled by a shareholder of the Company New Galion Group (HK) Co. Ltd (“New Galion”) Controlled by Dr.
Added
Guohua Zhang (1) Prior to July 11, 2024, Dr. Guohua Zhang (“Dr. Zhang”), the Chairman of the Board of Directors and then Chief Executive Officer and interim Chief Financial Officer of the Company was the ultimate controlling shareholder of the Group, holding 67.14% beneficial ownership of Caravelle’s ordinary shares. On July 11, 2024, Dr.
Added
Zhang and an affiliate transferred 20,000,000 Ordinary Shares, representing 35.85% of the Company’s outstanding shares, to High-Trend. In connection therewith, Dr. Zhang resigned as Caravelle’s Chief Executive Officer and interim Chief Financial Officer. 53 (a) Due from related parties Due from related parties consisted of the following: October 31, 2023 October 31, 2022 October 31, 2021 Welly Focus Shipping Co.
Added
The balance as of October 31, 2023 has been subsequently collected as of August 31, 2024.
Added
Guohua Zhang (4) 2,030,479 2,371,188 388,619 New Galion 99,833 4,000 - Total $ 3,898,572 $ 2,976,902 $ 6,924,224 (1) The balances mainly represented the balances of the advance loan from Topsheen Shipping Limited. For the year ended October 31,2023, Topsheen Shipping Limited provided a working capital loan of $9.0 million and an advance of $4.1 million to the Group.
Added
For the year ended October 31, 2023, the balance payable to Dr. Guohua Zhang included $575,000 advanced made by Dr.

Other HTCO 10-K year-over-year comparisons