High-Trend (HTCO) files 20-F/A to fix Exhibit 1.1 and clarify status

Rhea-AI Filing Summary

High-Trend International Group filed Amendment No. 1 to its Form 20-F for the year ended October 31, 2025. The amendment corrects Exhibit 1.1, replacing an incorrectly filed version of the Amended and Restated Memorandum and Articles of Association, and clarifies that the company did file all required Exchange Act reports during the preceding 12 months and was subject to those filing requirements for the past 90 days. No financial statements or other disclosures from the original annual report are updated, and the amendment mainly adds refreshed officer certifications under Section 302 of the Sarbanes-Oxley Act.

Key Figures

Shares outstanding: 6,632,441 Class A Ordinary Shares Fiscal year end: October 31, 2025 Reporting history window: 12 months and 90 days

3 metrics

Shares outstanding 6,632,441 Class A Ordinary Shares Issued and outstanding as of October 31, 2025

Fiscal year end October 31, 2025 Period covered by the amended annual report

Reporting history window 12 months and 90 days Period over which Exchange Act filing compliance is affirmed

Key Terms

Form 20-F/A, Section 13 or 15(d) of the Securities Exchange Act of 1934, Section 302 of the Sarbanes-Oxley Act of 2002, Regulation S-K, +1 more

5 terms

Form 20-F/A regulatory

"This Amendment No. 1 to the annual report on Form 20-F/A (“Amendment No.1”) for the year ended October 31, 2025"

Form 20-F/A is an amended annual filing that a foreign company submits to the U.S. Securities and Exchange Commission to correct, clarify, or add information to a previously filed Form 20-F. For investors, an amendment matters because it signals that earlier disclosures changed or were incomplete—like a corrected instruction manual—and those updates can alter how you judge the company’s finances, risks, governance or legal standing, potentially affecting the stock’s value.

Section 13 or 15(d) of the Securities Exchange Act of 1934 regulatory

"had in fact filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934"

Section 302 of the Sarbanes-Oxley Act of 2002 regulatory

"this Amendment No. 1 also contains new certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002"

Regulation S-K regulatory

"this Amendment No. 1 does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K"

A set of U.S. Securities and Exchange Commission rules that tell public companies which narrative and qualitative details must be disclosed in filings, such as risk factors, management discussion, executive pay, legal proceedings and business description. Think of it as a standardized checklist or blueprint that ensures investors get the same types of background information from every company so they can compare risks, management quality and strategy before making investment decisions.

Amended and Restated Memorandum and Articles of Association financial

"provide a corrected Exhibit 1.1, as an incorrect version was inadvertently filed ... Amended and Restated Memorandum and Articles of Association"

A document that replaces and combines a company’s core governing papers into a single, updated set of rules spelling out the company’s purpose, share structure, voting rights and how decisions are made. Think of it as rewriting and consolidating a household’s rulebook so everyone knows who controls what and how major choices are handled. Investors watch these changes because they can alter ownership rights, governance, dividend policy and takeover protections, affecting value and control.

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 20-F/A

(Amendment No. 1)

☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☒ ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal year ended October 31, 2025

OR

☐ TRANSITIONAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report ________

For the transition period from __________ to __________

Commission file number 001-41573

High-Trend International Group

(formerly Caravelle International Group)

(Exact Name of registrant as specified in its charter)

Not Applicable
(Translation of Registrant’s name into English)

Cayman Islands
(Jurisdiction of incorporation or organization)

60 Paya Lebar Road

#06-17 Paya Lebar Square

Singapore 409051

(65) 8304 8372
(Address of principal executive offices)

Shixuan He, Chief Executive Officer
60 Paya Lebar Road

#06-17 Paya Lebar Square

Singapore 409051

(65) 8304 8372
Email: brucehe@htcoint.com
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A Ordinary Shares, $0.0025 par value per share		HTCO		Nasdaq Capital Market

Securities registered or to be registered pursuant to Section 12(g) of the Act:

None

(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

None

(Title of Class)

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: as of October 31, 2025, 6,632,441 Class A Ordinary Shares were issued and outstanding.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act Yes ☐ No ☒

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. **Yes ☐ No ☒

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. **Yes ☒No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). **Yes ☐ No ☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Emerging growth company ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards † provided pursuant to Section 13(a) of the Exchange Act. ☐

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. **Yes ☐ No ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP ☒ International Financial Reporting Standards as issued
By the International Accounting Standards Board ☐ Other ☐

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.

Item 17 ☐ Item 18 ☐

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

Auditor Name:		Auditor Location:		Auditor Firm ID:
WWC, P.C.		San Mateo, California		1171

EXPLANATORY NOTE

This Amendment No. 1 to the annual report on Form 20-F/A (“Amendment No.1”) for the year ended October 31, 2025 (the “Original Form 20-F”) of High-Trend International Group (the “Company”), as originally filed with the Securities and Exchange Commission on January 23, 2026 (the “Original Filing Date”), is being filed (i) to provide a corrected Exhibit 1.1, as an incorrect version was inadvertently filed with the Original Form 20-F, and (ii) to report that the Company (1) had in fact filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), during the preceding 12 months and (2) has been subject to such filing requirements for the past 90 days.

Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, this Amendment No. 1 also contains new certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Because no financial statements have been included in this Amendment No. 1 and this Amendment No. 1 does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4, and 5 of those certifications have been omitted.

Except as described above, no other changes have been made to the Original Form 20-F. This Amendment No. 1 speaks as of the Original Filing Date. Other than as expressly set forth above, this Amendment No. 1 does not, and does not purport to, amend, update or restate the information in any other item of the Original Form 20-F, or reflect any event that has occurred after the filing of the Original Form 20-F. Accordingly, this Amendment No. 1 should be read in conjunction with the Original Form 20-F and the Company’s filings with the SEC subsequent to the filing of the Original Form 20-F.

ITEM 19. EXHIBITS

Exhibit No.		Description
1.1		Amended and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.1 to the Amendment No. 1 to the current report on Form 6-K), furnished to the SEC on July 18, 2025).
12.1*		CEO Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
12.2*		CFO Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
13.1**		CEO Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
13.2**		CFO Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.SCH		Inline XBRL Taxonomy Extension Scheme Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

* Filed herewith.

** Furnished herewith.

1

SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this Report on its behalf.

	HIGH-TREND INTERNATIONAL GROUP
	By:	/s/ Shixuan He
		Name:	Shixuan He
		Title:	Chief Executive Officer
Date: April 6, 2026

2

0001928948 true FY 0001928948 2024-11-01 2025-10-31 0001928948 dei:BusinessContactMember 2024-11-01 2025-10-31 0001928948 2025-10-31 xbrli:shares

FAQ

What does High-Trend International Group (HTCO) change in this Form 20-F/A?

High-Trend International Group’s amendment mainly corrects Exhibit 1.1, replacing an incorrect version of its Amended and Restated Memorandum and Articles of Association. It also updates certain compliance statements and officer certifications without changing any underlying financial information.

Does the HTCO Form 20-F/A amendment change any financial statements?

The amendment does not change or include any financial statements. It states that the original Form 20-F information remains in place and this filing should be read together with that report and subsequent SEC filings for complete financial and operating details.

Why did High-Trend International Group (HTCO) restate its filing status disclosures?

The company clarifies that it had in fact filed all reports required under Section 13 or 15(d) of the Exchange Act during the preceding 12 months and had been subject to those requirements for the past 90 days, updating prior checkbox disclosures in the original annual report.

What exhibits are included in High-Trend International Group’s amended Form 20-F?

Exhibits include the corrected Amended and Restated Memorandum and Articles of Association, CEO and CFO certifications under Sections 302 and 906 of the Sarbanes-Oxley Act, and various Inline XBRL taxonomy files, along with the cover page interactive data file in inline XBRL format.

How many HTCO Class A Ordinary Shares were outstanding at October 31, 2025?

As of October 31, 2025, the company reports 6,632,441 Class A Ordinary Shares issued and outstanding. This figure provides a snapshot of the company’s equity base at the fiscal year-end referenced in the amended annual report.

Who audits High-Trend International Group’s financial statements?

The auditor listed is WWC, P.C., located in San Mateo, California. This firm is identified in the filing as the registered public accounting firm associated with the company’s annual report for the fiscal year ended October 31, 2025.