PAFO / Pacifico Acquisition Corp - Документы SEC, Годовой отчет, Доверенное заявление

US69512X2027 / Pacifico Acquisition Corp. / BOOTHBAY FUND MANAGEMENT, LLC Passive Investment

SC 13G/A 1 formsc13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Pacifico Acquisition Corp. (Name of Issuer) Common stock, $0.0001 par value per share (Title of Class of Securities) 69512X202 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the ap

US69512X2027 / Pacifico Acquisition Corp. / ATW SPAC MANAGEMENT LLC Passive Investment

SC 13G/A 1 formsc-13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Pacifico Acquisition Corp. (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 69512X202 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate

PAFO / Pacifico Acquisition Corp / Karpus Management, Inc. - KARPUS INVESTMENT MGT / PACIFICO ACQUISITION - SCHEDULE 13G/A(#1E) Passive Investment

SC 13G/A 1 karpus-sch13g18686.htm KARPUS INVESTMENT MGT / PACIFICO ACQUISITION - SCHEDULE 13G/A(#1E) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) * Pacifico Acquisition Corp. (Name of Issuer) Common (Title of Class of Securities) 69512X103 (CUSIP Number) December 31, 2022 (Date of Event Which Requir

Pacifico and Caravelle Postpone Closing of Merger Transaction

EX-99.1 2 ea169769ex99-1pacificoacq.htm PRESS RELEASE, DATED DECEMBER 7, 2022 Exhibit 99.1 Pacifico and Caravelle Postpone Closing of Merger Transaction NEW YORK, Dec. 7, 2022 /PRNewswire/ - Pacifico Acquisition Corp. (Nasdaq: PAFO; “Pacifico”), a publicly traded special purpose acquisition company, today announced that Pacifico and Caravelle Group Co., Ltd (“Caravelle”), an ocean technology compa

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 December 7, 2022 Date of Report (Date of earliest event reported) Pacifico Acquisit

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 December 7, 2022 Date of Report (Date of earliest event reported) Pacifico Acquisition Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40801 86-2422615 (State or other jurisdiction of incorporation) (Commiss

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 November 30, 2022 Date of Report (Date of earliest event reported) Pacifico Acquisi

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 November 30, 2022 Date of Report (Date of earliest event reported) Pacifico Acquisition Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40801 86-2422615 (State or other jurisdiction of incorporation) (Commis

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to PACIFICO ACQUISITION CORP. (Exact Name of Registra

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A ________________ Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEFM14A 1 defm14a1122pacificoacq.htm PROXY STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commi

Promissory Note issued by the Company to the Sponsor on October 24, 2022.

Exhibit 10.1 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATI

Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 October 24, 2022 Date of Report (Date of earliest event reported) Pacifico Acquisition Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40801 86-2422615 (State or other jurisdiction of incorporation) (Commiss

Promissory Note issued by the Company to Caravelle on September 15, 2022.

Exhibit 10.2 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATI

Pacifico Acquisition Corp. Announces Additional Contribution to Trust Account to Extend Period to Consummate Business Combination

EX-99.1 4 ea165866ex99-1pacificoacq.htm PRESS RELEASE DATED SEPTEMBER 16, 2022 Exhibit 99.1 Pacifico Acquisition Corp. Announces Additional Contribution to Trust Account to Extend Period to Consummate Business Combination NEW YORK, Sept. 16, 2022 (GLOBE NEWSWIRE) - Pacifico Acquisition Corp. (NASDAQ: PAFOU, the “Company”) announced today that Caravelle Group Co., Ltd (“Caravelle”) has deposited in

Regulation FD Disclosure, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 September 13, 2022 Date of Report (Date of earliest event reported) Pacifico Acquisition Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40801 86-2422615 (State or other jurisdiction of incorporation) (Commi

Promissory Note issued by the Company to Caravelle on September 15, 2022, effective as of September 13, 2022.

Exhibit 10.1 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATI

Amended and Restated Agreement and Plan of Merger, dated as of August 15, 2022, by and among SPAC, PubCo, Merger Sub 1, Merger Sub 2 and the Company.

Exhibit 2.1 Execution Version AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER* by and among CARAVELLE INTERNATIONAL GROUP, PACIFICO ACQUISITION CORP., PACIFICO INTERNATIONAL GROUP, PACIFICO MERGER SUB 2 INC. and CARAVELLE GROUP CO., LTD dated as of August 15, 2022 *Certain exhibits and the schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Registran

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 15, 2022 Date of Report (Date of earliest event reported) Pacifico Acquisition Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40801 86-2422615 (State or other jurisdiction of incorporation) (Commissi

Amended and Restated Agreement and Plan of Merger, dated as of August 15, 2022, by and among Pacifico Acquisition Corp., Caravelle International Group, Pacifico International Group, Pacifico Merger Sub 2 Inc. and Caravelle Group Co., Ltd (included as Annex A to the proxy statement/prospectus) (incorporated by reference to Exhibit 2.1 of Form 8-K filed with the SEC on August 17, 2022).

EX-2.1 2 ea164561ex2-1pacificoacq.htm AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER, DATED AS OF AUGUST 15, 2022, BY AND AMONG SPAC, PUBCO, MERGER SUB 1, MERGER SUB 2 AND THE COMPANY Exhibit 2.1 Execution Version AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER* by and among CARAVELLE INTERNATIONAL GROUP, PACIFICO ACQUISITION CORP., PACIFICO INTERNATIONAL GROUP, PACIFICO MERGER SUB 2 INC. and

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 15, 2022 Date of Report (Date of earliest event reported) Pacifico Acquisiti

425 1 ea164561-8k425pacifico.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 15, 2022 Date of Report (Date of earliest event reported) Pacifico Acquisition Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40801 86-2422615 (State o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to PACIFICO ACQUISITION CORP. (Exact Name of Registrant as

Unregistered Sales of Equity Securities, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 8, 2022 Date of Report (Date of earliest event reported) Pacifico Acquisition Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40801 86-2422615 (State or other jurisdiction of incorporation) (Commissio

Promissory Note issued by the Company to the Sponsor on August 8, 2022.

Exhibit 10.1 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to PACIFICO ACQUISITION CORP. (Exact Name of Registrant a

Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 14, 2022 Date of Report (Date of earliest event reported) Pacifico Acquisition Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40801 86-2422615 (State or other jurisdiction of incorporation) (Commissio

Promissory Note issued by the Company to the Sponsor on April 14, 2022.

Exhibit 10.1 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATI

PAFO / Pacifico Acquisition Corp / Pacifico Capital LLC - AMENDMENT NO. 1 TO SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Pacifico Acquisition Corp. (Name of Issuer) Common stock, $0.0001 par value per share (Title of Class of Securities) 69512X103 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 5, 2022 Date of Report (Date of earliest event reported) Pacifico Acquisition

425 1 ea157905-8k425pacifico.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 5, 2022 Date of Report (Date of earliest event reported) Pacifico Acquisition Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40801 86-2422615 (State or other jurisdict

LOCK-UP AGREEMENT

Exhibit 10.3 LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this ?Agreement?) is dated as of April 5, 2022, by and among (i) Caravelle International Group, a Cayman Islands exempted company (?PubCo?), (ii) Pacifico Acquisition Corp., a Delaware corporation (?SPAC?) and (iii) the undersigned (the ?Holder?). Capitalized terms used and not otherwise defined herein shall have the meanings given such terms

Form of Sponsor Support Agreement.

EX-10.2 4 ea157905ex10-2pacifico.htm FORM OF SPONSOR SUPPORT AGREEMENT Exhibit 10.2 Execution Version SPONSOR SUPPORT AGREEMENT This SPONSOR SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of April 5, 2022, by and among Caravelle International Group, a Cayman Islands exempted company (“PubCo”), Caravelle Group Co., Ltd., a Cayman Islands exempted company (the “Company”), Pacifico

SHAREHOLDER SUPPORT AGREEMENT

Exhibit 10.1 Execution Verison SHAREHOLDER SUPPORT AGREEMENT This SHAREHOLDER SUPPORT AGREEMENT (this ?Agreement?) is made and entered into as of April 5, 2022, by and among Caravelle International Group, a Cayman Islands exempted company (?PubCo?), Caravelle Group Co., Ltd., a Cayman Islands exempted company (the ?Company?), Pacifico Acquisition Corp., a Delaware corporation (the ?SPAC?), and the

Form of Shareholder Support Agreement (incorporated by reference to Exhibit 10.1 of Form 8-K filed with the SEC on April 6, 2022)

Exhibit 10.1 Execution Verison SHAREHOLDER SUPPORT AGREEMENT This SHAREHOLDER SUPPORT AGREEMENT (this ?Agreement?) is made and entered into as of April 5, 2022, by and among Caravelle International Group, a Cayman Islands exempted company (?PubCo?), Caravelle Group Co., Ltd., a Cayman Islands exempted company (the ?Company?), Pacifico Acquisition Corp., a Delaware corporation (the ?SPAC?), and the

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 5, 2022 Date of Report (Date of earliest event reported) Pacifico Acquisition Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40801 86-2422615 (State or other jurisdiction of incorporation) (Commission

AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

Exhibit 10.4 Execution Version AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of April 5, 2022, is made and entered into by and among Caravelle International Group, a Cayman Islands exempted company (the ?Company?), Caravelle Group Co., Ltd., a Cayman Islands exempted company (?Caravelle?), Pacifico Acquisitio

Form of Amended and Restated Registration Rights Agreement (incorporated by reference to Exhibit 10.4 of Form 8-K filed with the SEC on April 6, 2022)

Exhibit 10.4 Execution Version AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 5, 2022, is made and entered into by and among Caravelle International Group, a Cayman Islands exempted company (the “Company”), Caravelle Group Co., Ltd., a Cayman Islands exempted company (“Caravelle”), Pacifico Acquisitio

Agreement and Plan of Merger, dated as of April 5, 2022, by and among Pacifico Acquisition Corp., Caravelle International Group, Pacifico International Group, Pacifico Merger Sub 2 Inc. and Caravelle Group Co., Ltd. (included as Annex A to the proxy statement/prospectus) (incorporated by reference to Exhibit 2.1 of Form 8-K filed with the SEC on April 6, 2022).

EX-2.1 2 ea157905ex2-1pacifico.htm AGREEMENT AND PLAN OF MERGER, DATED AS OF APRIL 5, 2022, BY AND AMONG SPAC, PUBCO, MERGER SUB 1, MERGER SUB 2 AND THE COMPANY Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER* by and among CARAVELLE INTERNATIONAL GROUP, PACIFICO ACQUISITION CORP., PACIFICO INTERNATIONAL GROUP, PACIFICO MERGER SUB 2 INC. and CARAVELLE GROUP CO., LTD. dated as of April 5,

AGREEMENT AND PLAN OF MERGER* by and among CARAVELLE INTERNATIONAL GROUP, PACIFICO ACQUISITION CORP., PACIFICO INTERNATIONAL GROUP, PACIFICO MERGER SUB 2 INC. CARAVELLE GROUP CO., LTD. dated as of April 5, 2022

Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER* by and among CARAVELLE INTERNATIONAL GROUP, PACIFICO ACQUISITION CORP., PACIFICO INTERNATIONAL GROUP, PACIFICO MERGER SUB 2 INC. and CARAVELLE GROUP CO., LTD. dated as of April 5, 2022 *Certain exhibits and the schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Registrant agrees to furnish su

Form of Lock-up Agreement.

Exhibit 10.3 LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this ?Agreement?) is dated as of April 5, 2022, by and among (i) Caravelle International Group, a Cayman Islands exempted company (?PubCo?), (ii) Pacifico Acquisition Corp., a Delaware corporation (?SPAC?) and (iii) the undersigned (the ?Holder?). Capitalized terms used and not otherwise defined herein shall have the meanings given such terms

2

EX-99.1 7 ea157905ex99-1pacifico.htm JOINT PRESS RELEASE, DATED APRIL 6, 2022 Exhibit 99.1 Caravelle Group Co., Ltd, an Ocean Technology and Shipping Company, to Become Publicly Traded via Merger with Pacifico Acquisition Corp. ●· Caravelle Group Co., Ltd (“Caravelle”) is an ocean technology company providing international shipping services and carbon-neutral solutions for wood desiccation. ● Cara

2

Exhibit 99.1 Caravelle Group Co., Ltd, an Ocean Technology and Shipping Company, to Become Publicly Traded via Merger with Pacifico Acquisition Corp. ?? Caravelle Group Co., Ltd (?Caravelle?) is an ocean technology company providing international shipping services and carbon-neutral solutions for wood desiccation. ? Caravelle has developed and commercialized its CO-Tech solution, a novel approach

SPONSOR SUPPORT AGREEMENT

Exhibit 10.2 Execution Version SPONSOR SUPPORT AGREEMENT This SPONSOR SUPPORT AGREEMENT (this ?Agreement?) is made and entered into as of April 5, 2022, by and among Caravelle International Group, a Cayman Islands exempted company (?PubCo?), Caravelle Group Co., Ltd., a Cayman Islands exempted company (the ?Company?), Pacifico Acquisition Corp., a Delaware corporation (the ?SPAC?), Pacifico Capita

Description of Securities

Exhibit 4.6 Description of Securities General The following description summarizes all of the material terms of our securities. Because it is only a summary, it may not contain all the information that is important to you. For a complete description you should refer to our amended and restated certificate of incorporation and bylaws, which are filed as exhibits to the registration statement that w

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ☐ TRANSITION REPORT UNDER SECTION 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40801 PACIFICO ACQUISITION CORP. (Exa

First carbon-neutral ocean technology company Caravelle to list on Nasdaq via SPAC

Filed by Pacifico Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Caravelle International Group Commission File No.: 001-40801 First carbon-neutral ocean technology company Caravelle to list on Nasdaq via SPAC SHANGHAI, March 1, 2022 /PRNewswire/ - Caravelle, a global carbon-neu

PAFO / Pacifico Acquisition Corp / Karpus Management, Inc. - KARPUS INVESTMENT MGT / PACIFICO ACQUISITION - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ????) * Pacifico Acquisition Corp. (Name of Issuer) Common (Title of Class of Securities) 69512X103 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursuant to which thi

US69512X2027 / Pacifico Acquisition Corp. / ATW SPAC MANAGEMENT LLC Passive Investment

SC 13G 1 formsc-13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. N/A)* Pacifico Acquisition Corp. (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 69512X202 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate

PAFO / Pacifico Acquisition Corp / Polar Asset Management Partners Inc. - FORM SC 13G Passive Investment

SC 13G 1 formsc13g.htm FORM SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Pacifico Acquisition Corp. (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 69512X103 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appr

PAFO / Pacifico Acquisition Corp / Pacifico Capital LLC - SCHEDULE 13G Passive Investment

SC 13G 1 ea155159-13gpacicappaciacq.htm SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. N/A)* Pacifico Acquisition Corp. (Name of Issuer) Common stock, $0.0001 par value per share (Title of Class of Securities) 69512X103 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of

PAFO / Pacifico Acquisition Corp / MMCAP International Inc. SPC - FORM SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A AMENDMENT NO.

US69512X2027 / Pacifico Acquisition Corp. / BOOTHBAY FUND MANAGEMENT, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. N/A)* Pacifico Acquisition Corp. (Name of Issuer) Common stock, $0.0001 par value per share (Title of Class of Securities) 69512X202 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-40801 CUSIP NUMBER 69512X202 (Units) 69512X 103 (Common Stock) 69512X 111 (Rights) (Check One): ☐ Form 10-K ☐ Form 20-F ☐¨ Form 11-K ☒ Form 10-Q ☐ Form N-SAR ☐ Form N-CSR For Period Ended: September 30, 2021 ☐ Transition Report on Form 10-K ☐ Transition Report on Form

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to PACIFICO ACQUISITION CORP. (Exact Name of Registra

PACIFICO ACQUISITION CORP. PRO FORMA BALANCE SHEET

Exhibit 99.1 PACIFICO ACQUISITION CORP. PRO FORMA BALANCE SHEET As Adjusted September 16, 2021 Pro Forma Adjustments (Unaudited) September 22, 2021 (Unaudited) ASSETS Current assets Cash $ 672,838 $ (120,000 ) (f) $ 294,460 (257,540 ) (g) (60 ) (h) (778 ) (i) Prepaid expense 255,423 - 255,423 Cash held in trust account 50,500,000 7,500,000 (a) 58,075,000 262,500 (b) (187,500 ) (d) Total Assets $ 5

Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 September 22, 2021 Date of Report (Date of earliest event reported) Pacifico Acquisition Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40801 86-2422615 (State or other jurisdiction of incorporation) (Commi

Space Summit Capital LLC - SCHEDULE 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Pacifico Acquisition Corp. (Name of Issuer) Units (Title of Class of Securities) 69512X202 (CUSIP Number) September 14, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sch

Financial Statements and Exhibits, Other Events

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 September 16, 2021 Date of Report (Date of earliest event reported) Pacifico Acquisition Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40801 86-2422615 (State or other jurisdiction of incorporation) (Commi

INDEX TO FINANCIAL STATEMENT

Exhibit 99.1 INDEX TO FINANCIAL STATEMENT Report of Independent Registered Public Accounting Firm F-2 Financial Statement: Balance Sheet F-3 Notes to Financial Statement F-4 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of Pacifico Acquisition Corp. Opinion on the Financial Statement We have audited the accompanying balance sheet of Pacifico Acq

PAFO / Pacifico Acquisition Corp / MMCAP International Inc. SPC - FORM SC 13G Passive Investment

SC 13G 1 formsc13g.htm FORM SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 Pacifico Acquisition Corp. (Name of Issuer) Units of Common Stock (Title of Class of Securities) 69512X202 (CUSIP Number) September 13, 2021 (Date of Event Which Requires Filing of Thi

Stock Escrow Agreement, dated September 13, 2021, among the Registrant, American Stock Transfer & Trust Company, LLC and the initial shareholders

EX-10.3 8 ea147499ex10-3pacifico.htm STOCK ESCROW AGREEMENT, DATED SEPTEMBER 13, 2021, AMONG THE REGISTRANT, AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC AND THE INITIAL SHAREHOLDERS Exhibit 10.3 STOCK ESCROW AGREEMENT This STOCK ESCROW AGREEMENT, dated as of September 13, 2021 (“Agreement”), by and among PACIFICO ACQUISITION CORP., a Delaware corporation (“Company”), and the initial stockholders

Unit Purchase Option, dated September 16, 2021, by and between the Registrant and Chardan (incorporated by reference to Exhibit 4.2 of Form 8-K filed with the SEC on September 17, 2021).

EX-4.2 5 ea147499ex4-2pacifico.htm UNIT PURCHASE OPTION, DATED SEPTEMBER 16, 2021, BY AND BETWEEN THE REGISTRANT AND CHARDAN Exhibit 4.2 THE REGISTERED HOLDER OF THIS PURCHASE OPTION BY ITS ACCEPTANCE HEREOF AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE OPTION EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE OPTION AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN

Investment Management Trust Agreement, dated September 13, 2021, by and between American Stock Transfer & Trust Company, LLC and the Registrant

EX-10.2 7 ea147499ex10-2pacifico.htm INVESTMENT MANAGEMENT TRUST AGREEMENT, DATED SEPTEMBER 13, 2021, BY AND BETWEEN AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC AND THE REGISTRANT Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made as of September 13, 2021 by and between Pacifico Acquisition Corp. (the “Company”) and American St

Indemnity Agreements, dated September 13, 2021, among the Registrant, and the directors and officers of the Registrant

EX-10.5 10 ea147499ex10-5pacifico.htm INDEMNITY AGREEMENTS, DATED SEPTEMBER 13, 2021, AMONG THE REGISTRANT, AND THE DIRECTORS AND OFFICERS OF THE REGISTRANT Exhibit 10.5 FORM OF INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of September 13, 2021, by and between Pacifico Acquisition Corp., a Delaware corporation (the “Company”), and Edward Cong Wang (“Indemnitee”). RECI

Letter Agreements, dated September 13, 2021, by and between the Registrant and each of the initial stockholders, officers and directors of the Registrant

Exhibit 10.1 September 13, 2021 Pacifico Acquisition Corp. 521 Fifth Avenue 17th Floor New York, NY 10175 Chardan Capital Markets, LLC 17 State Street, Suite 2100 New York, NY 10004 Re: Initial Public Offering Ladies and Gentlemen: This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Pacifico Acquisition Corp

Subscription Agreement, dated September 13, 2021, by and between the Company and Pacifico Capital LLC

EX-10.6 11 ea147499ex10-6pacifico.htm SUBSCRIPTION AGREEMENT, DATED SEPTEMBER 13, 2021, BY AND BETWEEN THE COMPANY AND PACIFICO CAPITAL LLC Exhibit 10.6 September 13, 2021 Pacifico Acquisition Corp. 521 Fifth Avenue 17th Floor New York, NY 10175 Ladies and Gentlemen: Pacifico Acquisition Corp. (the “Company”), a blank check company formed for the purpose of acquiring one or more businesses or enti

Registration Rights Agreement, dated September 13, 2021, among the Registrant, American Stock Transfer & Trust Company, LLC and the initial shareholders

Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement” ) is entered into as of September 13, 2021, by and among Pacifico Acquisition Corp., a Delaware corporation (the “Company” ) and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors” ). WHEREAS, the Investors and the Company de

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 September 13, 2021 Date of Report (Date of earliest event reported) Pacifico Acquisition Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40801 86-2422615 (State or other jurisdiction of incorporation) (Commi

Subscription Agreement, dated September 13, 2021, by and between the Company and Chardan

EX-10.7 12 ea147499ex10-7pacifico.htm SUBSCRIPTION AGREEMENT, DATED SEPTEMBER 13, 2021, BY AND BETWEEN THE COMPANY AND CHARDAN Exhibit 10.7 September 13, 2021 Pacifico Acquisition Corp. 521 Fifth Avenue 17th Floor New York, NY 10175 Ladies and Gentlemen: Pacifico Acquisition Corp. (the “Company”), a blank check company formed for the purpose of acquiring one or more businesses or entities (a “Busi

Amended and Restated Certificate of Incorporation

EX-3.1 3 ea147499ex3-1pacifico.htm AMENDED AND RESTATED CERTIFICATE OF INCORPORATION Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PACIFICO ACQUISITION CORP. Pursuant to Section 242 and 245 of the Delaware General Corporation Law Pacifico Acquisition Corp., a corporation existing under the laws of the State of Delaware, by its Chief Executive Officer, hereby certifies as follows

Underwriting Agreement, dated January 14, 2021, dated September 13, 2021, by and between the Registrant and Chardan (incorporated by reference to Exhibit 1.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on September 17, 2021)

EX-1.1 2 ea147499ex1-1pacifico.htm UNDERWRITING AGREEMENT, DATED SEPTEMBER 13, 2021, BY AND BETWEEN THE REGISTRANT AND CHARDAN Exhibit 1.1 5,000,000 Units   Pacifico Acquisition Corp.   UNDERWRITING AGREEMENT   September 13, 2021   Chardan Capital Markets, LLC  17 State Street, 21st Floor  New York, New York 10004  As Representative of the Underwriters named on Schedule A hereto   Ladies and Gentl

Rights Agreement, dated September 13, 2021, by and between American Stock Transfer & Trust Company, LLC and the Registrant

EX-4.1 4 ea147499ex4-1pacifico.htm RIGHTS AGREEMENT, DATED SEPTEMBER 13, 2021, BY AND BETWEEN AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC AND THE REGISTRANT Exhibit 4.1 RIGHTS AGREEMENT This Rights Agreement (this “Agreement”) is made as of September 13, 2021 between Pacifico Acquisition Corp., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, with offices

$50,000,000 Pacifico Acquisition Corp. 5,000,000 Units

424B4 1 f424b40921pacificoacq.htm PROSPECTUS PROSPECTUS Filed Pursuant to Rule 424(b)(4) Registration No. 333-258038 $50,000,000 Pacifico Acquisition Corp. 5,000,000 Units Pacifico Acquisition Corp. is a blank check company formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with

For UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Pacifico Acquisition Corp. (Exact Name of R

For UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Pacifico Acquisition Corp.

Chardan Capital Markets, LLC 17 State Street, 21st Floor New York, NY 10004

Chardan Capital Markets, LLC 17 State Street, 21st Floor New York, NY 10004 September 9, 2021 VIA EDGAR Division of Corporate Finance U.

Pacifico Acquisition Corp. 521 Fifth Avenue 17th Floor New York, NY 10175

Pacifico Acquisition Corp. 521 Fifth Avenue 17th Floor New York, NY 10175 September 9, 2021 VIA EDGAR & TELECOPY Ms. Maryse Mills-Apenteng Division of Corporation Finance Office of Real Estate & Construction U.S. Securities & Exchange Commission 100 F Street, NE Washington, D.C. 20549 RE: Pacifico Acquisition Corp. (the “Company”) Registration Statement on Form S-1 (File No. 333-258038) (the “Regi

As filed with the U.S. Securities and Exchange Commission on September 8, 2021

As filed with the U.S. Securities and Exchange Commission on September 8, 2021 Registration No. 333-258038 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A (Amendment No. 4) REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Pacifico Acquisition Corp. Delaware 6770 86-2422615 (State or other jurisdiction of incorporation or organization) (Primary Standard Ind

As filed with the U.S. Securities and Exchange Commission on September 7, 2021

As filed with the U.S. Securities and Exchange Commission on September 7, 2021 Registration No. 333-258038 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A (Amendment No. 3) REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Pacifico Acquisition Corp. Delaware 6770 86-2422615 (State or other jurisdiction of incorporation or organization) (Primary Standard Ind

As filed with the U.S. Securities and Exchange Commission on August 23, 2021

As filed with the U.S. Securities and Exchange Commission on August 23, 2021 Registration No. 333-258038 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A (Amendment No. 2) REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Pacifico Acquisition Corp. Delaware 6770 86-2422615 (State or other jurisdiction of incorporation or organization) (Primary Standard Indus

Form of Subscription Agreement between the Registrant and Chardan Capital Markets, LLC for Private Units

Exhibit 10.7 [●], 2021 Pacifico Acquisition Corp. 521 Fifth Avenue 17th Floor New York, NY 10175 Ladies and Gentlemen: Pacifico Acquisition Corp. (the “Company”), a blank check company formed for the purpose of acquiring one or more businesses or entities (a “Business Combination”), intends to register its securities under the Securities Act of 1933, as amended (“Securities Act”), in connection wi

Power of Attorney (included on the signature page hereto)

As filed with the U.S. Securities and Exchange Commission on August 3, 2021 Registration No. 333-258038 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A (Amendment No.1) REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Pacifico Acquisition Corp. Delaware 6770 86-2422615 (State or other jurisdiction of incorporation or organization) (Primary Standard Industr

Form of Indemnification Agreement

Exhibit 10.5 FORM OF INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of , 2021, by and between Pacifico Acquisition Corp., a Delaware corporation (the “Company”), and (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly held corporations as directors, officers or in other capacities unless they are provided with adequate

Form of Unit Purchase Option between the Registrant and Chardan Capital Markets, LLC

Exhibit 4.5 THE REGISTERED HOLDER OF THIS PURCHASE OPTION BY ITS ACCEPTANCE HEREOF AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE OPTION EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE OPTION AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE OPTION OR CAUSE IT TO BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT, OR CA

Specimen Common Stock Certificate

Exhibit 4.2 NUMBER PAFO   SHARES   PCIFICO ACQUISITION CORP. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE COMMON STOCK       SEE REVERSE FOR CERTAIN DEFINITIONS This Certifies that   CUSIP 69512X 103 is the owner of       FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.0001 EACH OF THE COMMON STOCK OF   PACIFICO ACQUISITION CORP.   transferable on the books of Pacifico Acquisit

Form of Letter Agreement among the Registrant and the Registrant’s Officers and Directors

Exhibit 10.1 [*], 2021 Pacifico Acquisition Corp. 521 Fifth Avenue 17th Floor New York, NY 10175 Chardan Capital Markets, LLC 17 State Street, Suite 2100 New York, NY 10004 Re: Initial Public Offering Ladies and Gentlemen: This letter is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into by and between Pacifico Acquisition Corp., a Dela

Form of Audit Committee Charter

Exhibit 99.1 AUDIT COMMITTEE CHARTER OF PACIFICO ACQUISITION CORP. Adopted: [], 2021 The responsibilities and powers of the Audit Committee of the Board of Directors (the ?Board?) of Pacifico Acquisition Corp. (the ?Company?), as delegated by the Board, are set forth in this charter (this ?Charter?). Whenever the Audit Committee takes an action, it shall exercise its independent judgment on an inf

Form of Amended and Restated Certificate of Incorporation

Exhibit 3.3 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PACIFICO ACQUISITION CORP. Pursuant to Section 242 and 245 of the Delaware General Corporation Law Pacifico Acquisition Corp., a corporation existing under the laws of the State of Delaware, by its Chief Executive Officer, hereby certifies as follows: 1. The name of the corporation is Pacifico Acquisition Corp. 2. The Corporation’s C

Certificate of Amendment

Exhibit 3.2 STATE OF DELAWARE CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF PACIFICO ACQUISITION CORP. Pacifico Acquisition Corp., a Delaware corporation (the “Corporation”), does hereby certify that: First: That the sole director of the Corporation by written consent dated as of April 13, 2021, adopted resolutions setting forth a proposed amendment to the Certificate of Incorporatio

Form of Investment Management Trust Agreement by and between American Stock Transfer & Trust Company, LLC and the Registrant

Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made as of [*], 2021 by and between Pacifico Acquisition Corp. (the “Company”) and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, with offices at 6201 15th Avenue, Brooklyn, NY 11219 (the “Trustee”). WHEREAS, the Company’s registration state

Form of Stock Escrow Agreement among the Registrant, American Stock Transfer & Trust Company, LLC, and the Insiders

Exhibit 10.3 STOCK ESCROW AGREEMENT This STOCK ESCROW AGREEMENT, dated as of [*], 2021 (“Agreement”), by and among PACIFICO ACQUISITION CORP., a Delaware corporation (“Company”), and the initial stockholders listed on the signature pages hereto (collectively, the “Initial Stockholders”) AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, a New York limited liability trust company, with offices at 6201 1

Code of Ethics

Exhibit 14 CODE OF CONDUCT AND ETHICS OF PACIFICO ACQUISITION CORP. Adopted: [], 2021 The Board of Directors of Pacifico Acquisition Corp. (the ?Company?) has adopted this Code of Ethics (this ?Code?) to provide value for our stockholders; and ? To encourage honest and ethical conduct, including fair dealing and the ethical handling of conflicts of interest; ? To prompt full, fair, accurate, timel

Form of Underwriting Agreement

Exhibit 1.1 5,000,000 Units   Pacifico Acquisition Corp.   UNDERWRITING AGREEMENT   , 2021   Chardan Capital Markets, LLC  17 State Street, 21st Floor  New York, New York 10004  As Representative of the Underwriters named on Schedule A hereto   Ladies and Gentlemen:   The undersigned, Pacifico Acquisition Corp., a Delaware corporation (“Company”), hereby confirms its agreement with Chardan Capital

Form of Nominating Committee Charter

Exhibit 99.2 COMPENSATION COMMITTEE CHARTER OF PACIFICO ACQUISITION CORP. Adopted: [], 2021 The responsibilities and powers of the Compensation Committee of the Board of Directors (the ?Board?) of Pacifico Acquisition Corp. (the ?Company?), as delegated by the Board, are set forth in this charter (this ?Charter?). Whenever the Compensation Committee takes an action, it shall exercise its independe

Specimen Unit Certificate

Exhibit 4.1 NUMBER PAFOU UNITS PACIFICO ACQUISITION CORP. SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP 69512X 202 UNITS CONSISTING OF ONE SHARE OF COMMON STOCK AND ONE RIGHT TO RECEIVE ONE-TENTH OF ONE SHARE OF COMMON STOCK THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1) share of common stock, par value $0.0001 per share (“Common Stock”), of Pacifico Acquisition Corp

Amended and Restated Bylaws

Exhibit 3.5 AMENDED AND RESTATED BY-LAWS OF PACIFICO Acquisition Corp. ARTICLE I OFFICES SECTION 1. Principal Office. The registered office of the corporation shall be located in such place as may be provided from time to time in the Certificate of Incorporation. SECTION 2. Other Offices. The corporation may also have offices at such other places both within and without the State of Delaware as th

Form of Registration Rights Agreement by and between the Registrant and Insiders

Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement” ) is entered into as of the [*] day of July, 2021, by and among Pacifico Acquisition Corp., a Delaware corporation (the “Company” ) and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors” ). WHEREAS, the Investors and the Com

Bylaws (incorporated by reference to Exhibit 3.4 to the Registration Statement on Form S-1/A filed with the Securities & Exchange Commission on September 8, 2021)

Exhibit 3.4 CORPORATE BYLAWS OF PACIFICO ACQUISITION CORP ARTICLE 1. OFFICES OF THE CORPORATION. Section 1. Principal Office. The principal office of the corporation and other offices of the corporation shall be at the locations, within or without the corporation’s state of incorporation (the “State”), as the directors may specify from time to time. The secretary of this corporation will keep a co

As filed with the U.S. Securities and Exchange Commission on July 20, 2021

S-1 1 ea144317-s1pacificoacq.htm REGISTRATION STATEMENT As filed with the U.S. Securities and Exchange Commission on July 20, 2021 Registration No. [] UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Pacifico Acquisition Corp. Delaware 6770 86-2422615 (State or other jurisdiction of incorporation or organizatio

Form of Compensation Committee Charter

Exhibit 99.3 CORPORATE GOVERNANCE AND NOMINATING COMMITTEE CHARTER OF PACIFICO ACQUISITION CORP. Adopted: [], 2021 The responsibilities and powers of the Corporate Governance and Nominating Committee (the ?Committee?) of the Board of Directors (the ?Board?) of Pacifico Acquisition Corp. (the ?Company?), as delegated by the Board, are set forth in this charter (this ?Charter?). Whenever the Committ

Form of Subscription Agreement between the Registrant and Chardan Capital Markets, LLC for Private Units

Exhibit 10.7 [●], 2021 Pacifico Acquisition Corp. 521 Fifth Avenue 17th Floor New York, NY 10175 Ladies and Gentlemen: Pacifico Acquisition Corp. (the “Company”), a blank check company formed for the purpose of acquiring one or more businesses or entities (a “Business Combination”), intends to register its securities under the Securities Act of 1933, as amended (“Securities Act”), in connection wi

Form of Rights Agreement by and between American Stock Transfer & Trust Company, LLC and the Registrant

Exhibit 4.4 RIGHTS AGREEMENT This Rights Agreement (this “Agreement”) is made as of [*], 2021 between Pacifico Acquisition Corp., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, with offices at 6201 15th Avenue, Brooklyn, NY 11219 (the “Right Agent”). WHEREAS, the Company has received a firm commitment from Chardan Capital Markets, LLC (the “Representative

Specimen Rights Certificate

Exhibit 4.3 NUMBER PAFOR RIGHTS PACIFICO ACQUISITION CORP. INCORPORATED UNDER THE LAWS OF THE DELAWARE RIGHT SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP 69512X 111 THIS CERTIFIES THAT, for value received is the registered holder of a right or rights (each, a “Right”) to automatically receive one-tenth of one share of common stock, $0.0001 par value (“Common Stock”), of Pacifico Acquisition Corp. (th

Certificate of Incorporation

Exhibit 3.1 STATE of DELAWARE CERTIFICATE of INCORPORATION A STOCK CORPORATION State of Delaware Secretary of State Division of Corporations Delivered 03:50 PM 03/02/2021 FILED 03:50 PM 03/02/2021 SR 20210770017 - File Number 5326146 ARTICLE I. The name of this Corporation is PACIFICO ACQUISITION CORP. ARTICLE II. Its registered office in the State of Delaware is to be located at 651 N. Broad St.,

Form of Subscription Agreement between the Registrant and Sponsor for Private Units

Exhibit 10.6 [*], 2021 Pacifico Acquisition Corp. 521 Fifth Avenue 17th Floor New York, NY 10175 Ladies and Gentlemen: Pacifico Acquisition Corp. (the “Company”), a blank check company formed for the purpose of acquiring one or more businesses or entities (a “Business Combination”), intends to register its securities under the Securities Act of 1933, as amended (“Securities Act”), in connection wi

Confidentially submitted to the U.S. Securities and Exchange Commission on June 3, 2021. This draft registration statement has not been publicly filed with the U.S. Securities and Exchange Commission and all information herein remains strictly confid

Confidentially submitted to the U.S. Securities and Exchange Commission on June 3, 2021. This draft registration statement has not been publicly filed with the U.S. Securities and Exchange Commission and all information herein remains strictly confidential Registration No. [] UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIE