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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE ACT OF 1934
For the month of July 2023
Commission File Number 001-41573
CARAVELLE INTERNATIONAL GROUP
(Registrant’s name)
60 Paya Lebar Road
#06-17 Paya Lebar Square
Singapore 409051
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Receipt of Nasdaq Delinquency Plan of Compliance Extension Letter
On May 16, 2023, Caravelle International Group (the “Company”) filed a report on Form 6-K disclosing that on May 10, 2023, The Nasdaq Stock Market LLC (“Nasdaq”) notified it that it did not comply with Nasdaq’s filing requirements set forth in Listing Rule 5250(c)(1) (the “Rule”) because it had not filed its Form 20-F for the period ended October 31, 2022. Pursuant to the Nasdaq Listing Rules, the Company had 60 calendar days from the date of the Notice to submit a plan of compliance to Nasdaq. The Company timely submitted a plan of compliance to Nasdaq and on July 17, 2023, the Company received an Extension Letter (the “Letter”) from the Nasdaq Listing Qualifications Department notifying it that Nasdaq granted the Company an exception to enable it to regain compliance with the Rule (the “Exception”). Pursuant to the Exception, the Company must file its Form 20-F for the period ended October 31, 2022 on or before August 28, 2023. In the event the Company does not satisfy these terms, Nasdaq will provide written notification that the securities of the Company will be delisted. At that time, the Company may appeal Nasdaq’s determination to a Hearings Panel.
On July 21, 2023, the Company issued a press release announcing its receipt of the Letter. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
EXHIBIT LIST
| Exhibit | Description | |
| 99.1 | Press release, dated July 21, 2023 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
(Registrant) CARAVELLE INTERNATIONAL GROUP |
||
| Date: | July 21, 2023 | |
| By: | /s/ Guohua Zhang | |
| Name: | Guohua Zhang | |
| Title: | Chief Executive Officer | |
2
Exhibit 99.1
Caravelle International Group Granted Extension by Nasdaq to Regain Compliance with Filing Requirements
SINGAPORE, July 21, 2023 /PR Newswire/ -- Caravelle International Group (Nasdaq: CACO), a global ocean technology company, today announced that that it has received a letter from The Nasdaq Stock Market LLC (“Nasdaq”), granting the Company an extension to regain compliance with Nasdaq’s filing requirements set forth in Listing Rule 5250(c)(1).
As previously reported, the Company received a deficiency notice from Nasdaq on May 10, 2023, due to the delay in filing its Annual Report on Form 20-F for the fiscal year ended October 31, 2022. The delay in filing has been attributed to the complexities involved in transitioning from a privately held company to a public company, subject to the reporting and compliance obligations under the Securities Exchange Act of 1934.
The Company has been working diligently with its independent registered public accounting firm to rectify this situation and has been granted an extension until August 28, 2023, to file its Form 20-F and regain compliance. If the Company files the Form 20-F on or before the extended deadline, it will be considered in compliance with Nasdaq’s filing requirements.
While there can be no assurance, based on current discussions with its auditor, the Company believes it will file the Annual Report before the August 28, 2023, deadline. However, if the Company fails to file the Form 20-F by the extension date, the Company may be subject to delisting.
The Company wishes to assure its investors that regaining compliance with Nasdaq’s filing requirements remains a top priority. The management is committed to taking all necessary steps towards the timely filing of the Form 20-F and appreciates the continued patience and support of its shareholders during this period.
About Caravelle International Group
Caravelle is a global ocean technology company. Its business comprises of two sectors: the traditional business in international shipping, operated by the Topsheen Companies (Topsheen Shipping Group Corporation (Samoa) and its subsidiaries) and the new CO-Tech business under Singapore Garden Technology Pte. Ltd.. As the traditional business, Caravelle’s international shipping business has generated all revenues. The CO-Tech business is a new development building upon the existing shipping business. 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’s CO-Tech industry has no historical operations and has not generated revenue. Caravelle is headquartered in Singapore.
Forward Looking Statements
This announcement contains “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact, including, without limitation, those with respect to the objectives, plans and strategies of the Company set forth herein and those preceded by or that include the words “believe,” “expect,” “anticipate,” “future,” “will,” “intend,” “plan,” “estimate” or similar expressions, are “forward-looking statements”. Such statements include, but are not limited to risks detailed in the Company’s filings with the U.S. Securities and Exchange Commission. These forward-looking statements involve a number of risks and uncertainties, which could cause the Company’s future results to differ materially from those anticipated. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements. All information provided in this press release is as of the date of the publication, and the Company does not undertake any obligation to update any forward-looking statement, except as required under applicable law.
Contact
Caravelle International Group
60 Paya Lebar Road
#06-17 Paya Lebar Square
Singapore 409051
(65) 8304 8372
Attention: Tracy Xia
Email: ir@cacointernational.com