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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 November 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 Notice
On November 14, 2023, Caravelle International Group (the “Company”) received a notice (the “Notice”) from The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company has not yet filed its interim financial statements for the six-month period ended April 30, 2023 (the “Filing”), and that the Company no longer complies with Nasdaq’s Listing Rule 5250(c)(1) for continued listing. Pursuant to the Nasdaq Listing Rules, the Company has 60 days, or until January 16, 2024, to submit a plan to Nasdaq to regain compliance (the “Compliance Plan”) and can be granted an exception of up to 180 calendar days from the Filing’s due date, or until April 29, 2024, to regain compliance upon Nasdaq’s acceptance of the Compliance Plan. However, there can be no assurance that Nasdaq will accept the Company’s plan to regain compliance or that the Company will be able to regain compliance within any extension period granted by Nasdaq. If the Company fails to timely regain compliance with the Nasdaq Listing Rules, the securities of the Company will be subject to delisting from Nasdaq.
The Notice does not result in an immediate delisting of the Company’s ordinary shares, and the shares will continue to trade uninterrupted under the symbol “CACO,”, subject to the Company’s compliance with other continued listing requirements of Nasdaq.
On November 17, 2023, the Company issued a press release announcing its receipt of the Notice. 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 November 17, 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: | November 20, 2023 | |
| By: | /s/ Guohua Zhang | |
| Name: | Guohua Zhang | |
| Title: | Chief Executive Officer | |
3
Exhibit 99.1
Caravelle International Group Announces Receipt of Nasdaq Notification and Outlines Compliance Plan
SINGAPORE, November 17, 2023 /PRNewswire/ -- Caravelle International Group (Nasdaq: CACO), a trailblazing global ocean technology company, today announced that it has received a notification from the Nasdaq Stock Market LLC (“Nasdaq”) regarding its compliance status. The notice, received on November 14, 2023, indicates that Caravelle International Group has not filed its interim financial statements for the six-month period ended April 30, 2023, and as a result, is currently non compliant with Nasdaq’s Listing Rules for continued listing.
According to the notification from Nasdaq, Caravelle International Group has been given a period of 60 calendar days, until January 16, 2024, to submit a detailed plan to regain compliance. If Nasdaq accepts the Company’s plan, Caravelle International Group may be granted an extension of up to 180 calendar days from the original filing due date, or until April 29, 2024, to achieve compliance.
Mr. Guohua Zhag, Chief Executive Officer of Caravelle International Group, stated, “We are taking this matter very seriously and are working diligently to address the issues that have led to the delay. We are confident in our ability to formulate and execute a robust plan to regain compliance within the stipulated timeframe.”
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, including its Annual Report on Form 20-F for the fiscal year ended October 31, 2022. 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