Caravelle International Group Announces a Note and Warrant Purchase and Settlement Agreement

Rhea-AI Summary

Caravelle International Group (Nasdaq: CACO) has announced agreements to terminate the Securities Purchase Agreement dated January 5, 2024. The company will buy back a $1.5 million Senior Secured Convertible Promissory Note and cancel the investors' rights to purchase certain Common Shares. As part of the settlement, Caravelle will pay $1.375 million and issue 300,000 ordinary shares to the investors. Upon execution, all terms and provisions under the original agreement will be automatically terminated, including the cancellation of Warrants. Management believes this settlement will support the company's growth.

Positive

• Termination of the Securities Purchase Agreement, potentially reducing financial obligations
• Cancellation of Warrants, potentially reducing future share dilution
• Management's belief that the settlement will support company growth

Negative

• Payment of $1.375 million, impacting cash reserves
• Issuance of 300,000 ordinary shares, leading to immediate share dilution

Financial Analyst

This settlement agreement represents a strategic financial maneuver by Caravelle International Group. By buying back the $1.5 million convertible note and cancelling the warrants, the company is effectively reducing potential dilution of its stock. However, this comes at a cost of $1.375 million in cash and 300,000 ordinary shares.

The immediate impact is a cash outflow, which could affect short-term liquidity. Long-term, this move may be seen positively by the market as it simplifies the company's capital structure and demonstrates management's confidence in the company's future. The 15% discount on the note repurchase ($1.375 million vs. $1.5 million) is a modest win for the company.

Investors should monitor how this impacts the company's cash position and future financing strategies. While management believes this will aid growth, concrete plans for utilizing this financial flexibility will be important to watch.

Legal Expert

This agreement signifies a significant legal restructuring of Caravelle's obligations. By terminating the Securities Purchase Agreement and related transactions, the company is extricating itself from potentially complex financial instruments. This move reduces future legal and compliance complexities associated with convertible notes and warrants.

The issuance of 300,000 ordinary shares as part of the settlement introduces a new element of equity dilution, albeit more straightforward than the previous arrangement. Shareholders should note this increase in outstanding shares.

From a governance perspective, this agreement demonstrates management's proactive approach to simplifying the company's capital structure. However, investors should scrutinize the terms of the original agreement to understand why management deemed it necessary to terminate it so soon after its January 2024 inception.

SINGAPORE, Aug. 8, 2024 /PRNewswire/ -- Caravelle International Group (the "Company", Nasdaq: CACO), a global ocean technology company, today announced that it has entered some agreements ( the "Agreements") with two institutional investors (the "Investors") to terminate all terms and provisions of the Securities Purchase Agreement and other related transaction agreements dated January 5, 2024 (the "Securities Purchase Agreement"), pursuant to which the Company will buy back the $1.5 million Senior Secured Original Issue 15% Discount Convertible Promissory Note (the "Note") and the Investors' rights to purchase a certain number of the Company's Common Shares (the "Warrants") have been cancelled and terminated.

On August 5, 2024, the Company and the Investors entered into a  Note and Warrant Purchase and Settlement Agreement and a Termination Agreement, pursuant to which the Company will pay the Investors $1.375 million and will issue 300,000 ordinary shares of the Company to the Investors. Upon execution of the Agreements, the terms and provisions under the Securities Purchase Agreement and other transaction related agreements will be terminated automatically. All rights and obligations related with the Warrants shall be cancelled and terminated with immediate effect.

Management believes that this settlement agreement will help the growth of the Company.

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, 2023. 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.

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SOURCE Caravelle International Group

FAQ

What is the main announcement from Caravelle International Group (CACO) on August 8, 2024?

Caravelle International Group (CACO) announced a Note and Warrant Purchase and Settlement Agreement to terminate the Securities Purchase Agreement dated January 5, 2024, involving buying back a $1.5 million Convertible Promissory Note and cancelling Warrants.

How much will Caravelle International Group (CACO) pay as part of the settlement agreement?

As part of the settlement agreement, Caravelle International Group (CACO) will pay $1.375 million to the investors.

How many ordinary shares will Caravelle International Group (CACO) issue to the investors?

Caravelle International Group (CACO) will issue 300,000 ordinary shares to the investors as part of the settlement agreement.

What happens to the Warrants held by investors in Caravelle International Group (CACO)?

All rights and obligations related to the Warrants held by investors in Caravelle International Group (CACO) will be cancelled and terminated with immediate effect.