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VIA EDGAR

HIGH-TREND INTERNATIONAL GROUP

60 Paya Lebar Road

#06-17 Paya Lebar Square

Singapore 409051

December 4, 2025

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Attn:
    Claudia Rios

    Kevin Dougherty

    RE:
    High-Trend International Group

    Registration Statement on Form F-3

    File No. 333-290080

    Request for Acceleration of Effectiveness

Ladies and Gentlemen:

In accordance with Rule 461 of Regulation C of
the General Rules and Regulations under the Securities Act of 1933, as amended, we hereby request acceleration of the effective date of
the above-referenced Registration Statement so it will become effective on December 8, 2025 at 4:00 p.m., Eastern Time, or as soon thereafter
as practicable, or at such later time as High-Trend International Group (the “Company”) or its counsel may request
by telephone call to the Staff.

Please contact Pang Zhang-Whitaker of Carter Ledyard
& Milburn LLP, counsel to the Company, at (212) 238-8844, to provide notice of effectiveness, or if you have any other questions or
concerns regarding this matter.

    Very truly yours,

    High-Trend International Group

    By:
    /s/ Shixuan He

    Name:
     Shixuan He

    Title:
    Chief Executive Officer

cc:

Pang Zhang-Whitaker, Esq.

Guy Ben-Ami, Esq.

Carter Ledyard & Milburn LLP

September 19, 2025
Zi Xia
Chief Financial Officer
High-Trend International Group
60 Paya Lebar Road
#06-17 Paya Lebar Square
Singapore 409051
Re:High-Trend International Group
Registration Statement on Form F-3
Filed September 5, 2025
File No. 333-290080
Dear Zi Xia:
            We have conducted a limited review of your registration statement and have the
following comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Registration Statement on Form F-3
General Description of the Securities We May Offer, page 7
1.You state here in your fifth bullet that you may issue from time-to-time "rights to
purchase Class A ordinary shares, preferred shares, debt securities, warrants or other
securities." However, your disclosure on page 22 and legality opinion states that you
may offer rights to purchase Ordinary Shares. Please revise or advise.
Exhibits
We note that the legal opinion filed as Exhibit 5.1 is limited to the laws of the Cayman
Islands, while the indenture and the debt securities will be governed by the laws of the
State of New York, according to your disclosure on page 19. Additionally, we note
under "Legal Matters" on page 26 you disclose that "Carter Ledyard & Milburn LLP 2.

September 19, 2025
Page 2
is acting as counsel for us with respect to certain legal matters as to United States
federal securities law and New York state law." Please file a legal opinion to opine on
the laws of the State of New York with respect to the debt securities. For guidance,
see Section II.B.1(e) of Staff Legal Bulletin No. 19 (Oct. 14, 2011).
3.Please file the form of indenture as an exhibit to your registration statement prior to
requesting effectiveness. Refer to Item 601(b)(4) of Regulation S-K, and for further
guidance see Securities Act Rules Compliance and Disclosure Interpretations 212.19,
as well as Questions 201.02 and 201.04 of the Trust Indenture Act of 1939
Compliance and Disclosure Interpretations.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Claudia Rios at 202-551-8770 or Kevin Dougherty at 202-551-3271
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Pang Zhang-Whitaker, Esq.

October 23, 2024
Zi Xia
Chief Financial Officer
Caravelle International Group
60 Paya Lebar Road
#05-47 Paya Lebar Square
Singapore 409051
Re:Caravelle International Group
Form 20-F for the Fiscal Year ended October 31, 2023
Filed September 9, 2024
File No. 001-41573
Dear Zi Xia:
            We have completed our review of your filing. We remind you that the company and
its management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Tracy Xia

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October 17, 2024

Via EDGAR

Ms. Yolanda Guobadia

Mr. John Cannarella

Division of Corporation Finance

Office of Energy & Transportation

U.S. Securities and Exchange Commission

 Re: Caravelle International
Group

    Form 20-F for the Fiscal Year
ended October 31, 2023

    Filed September 9, 2024

    File No. 001- 41573

Dear Ms. Guobadia and Mr. Canarella:

This letter is in response to the letter dated
September 20, 2024, from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”)
addressed Caravelle International Group (the “Company”, “we”, or “our”) related to the Company’s
Form 20-F for the Fiscal Year ended October 31, 2023, filed with the Commission on September 9, 2024. For ease of reference, we have recited
the Commission’s comment in this letter followed by our response.

Form 20-F for the Fiscal Year ended October 31, 2023

Item 19. Exhibits

Exhibits 12.1 and 12.2, page 73

 1. We note the certifications at Exhibits 12.1 and 12.2 do not include all of the language prescribed for the introductory sentence
of paragraph 4, referring to your officer’s responsibility for establishing and maintaining internal control over financial reporting.

Please amend your filing to include certifications having
all of the language set forth in Instruction 12 under Instructions As To Exhibits, at the end of the Form 20-F template.

Response:

We note the Staff’s comments, and respectfully advise that, in
response to the Staff’s comment, the Company has amended and restated Exhibits 12.1 and 12.2 to the Company’s Annual Report
on Form 20-F filed with the Commission on September 9, 2024, in accordance with Instruction 12 under Instructions As To Exhibits
at the end of Form 20-F template, and has filed the amended and restated Exhibits 12.1 and 12.2 as exhibits to Amendment No. 1 to the
Annual Report on Form 20-F on the date hereof.

The Company acknowledges that the Company and our management are responsible
for the accuracy and adequacy of our disclosures, notwithstanding any review, comments, action or absence of action by the Staff.

We appreciate the assistance the Staff
has provided with its comments. If you have any questions, please do not hesitate to call our counsel regarding this matter, Laura Hemmann,
Esq., of iTKG Law LLC, at (650) 799 2061.

    Sincerely,

    /s/ Hanxi Chang

    Name: Hanxi Chang

    Title: Chief Executive Officer

    cc:
    Laura Hemmann, Esq.

    iTKG Law LLC

September 20, 2024
Zi Xia
Chief Financial Officer
Caravelle International Group
60 Paya Lebar Road
#05-47 Paya Lebar Square
Singapore 409051
Re:Caravelle International Group
Form 20-F for the Fiscal Year ended October 31, 2023
Filed September 9, 2024
File No. 001-41573
Dear Zi Xia:
            We have reviewed your filing and have the following comment.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 20-F for the Fiscal Year ended October 31, 2023
Item 19. Exhibits
Exhibits 12.1 and 12.2, page 73
1.We note the certifications at Exhibits 12.1 and 12.2 do not include all of the language
prescribed for the introductory sentence of paragraph 4, referring to your officer's
responsibility for establishing and maintaining internal control over financial reporting.

Please amend your filing to include certifications having all of the language set forth in
Instruction 12 under Instructions As To Exhibits,  at the end of the Form 20-F template.

September 20, 2024
Page 2
            We remind you that the company and its management are responsible for the accuracy and
adequacy of their disclosures, notwithstanding any review, comments, action or absence of action
by the staff.
            Please contact Yolanda Guobadia at 202-551-3562 or John Cannarella at 202-551-3337 if
you have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

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November 8, 2022

Via EDGAR Submission

Securities and Exchange Commission

Division of Corporation Finance

Office of Energy & Transportation

100 F Street, N.E.

Washington, D.C. 20549

    Attention:
    Liz Packebusch

    Re:

    Caravelle International Group

    Registration Statement on Form F-4

    File No. 333-267558

Ladies and Gentlemen:

Reference is made to the Registration Statement
on Form F-4 (File No. 333-267558) initially filed by Caravelle International Group (the “Company”)
with the U.S. Securities and Exchange Commission on September 22, 2022, as amended (the “Registration Statement”).

The Company hereby requests the Registration
Statement be made effective at 4:00 p.m., Eastern Time, on November 9, 2022, or as soon as possible thereafter, in accordance with Rule
461 under the Securities Act of 1933, as amended.

Once the Registration Statement is effective,
please confirm effectiveness with our counsel, Loeb & Loeb LLP, by calling Giovanni Caruso at (212) 407-4000.

    Very truly yours,

    Caravelle International Group

    By:
    /s/ Guohua Zhang

    Name:
    Guohua Zhang

    Title:
    Director

    (Principal executive officer,

principal financial and

principal accounting officer)

    cc:
    Giovanni Caruso, Loeb & Loeb LLP

    Edward Cong Wang, Pacifico Acquisition Corp.

    Elizabeth F. Chen, Pryor Cashman LLP

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    Loeb
    & Loeb LLP

    345
Park Avenue

    New York,
    NY 10154-1895

    Main	212.407.4000

    Fax	212.407.4990

October 14, 2022

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Energy & Transportation

100 F Street, N.E.

Washington, D.C. 20549

Attn: Liz Packebusch

 Re: Caravelle
                                            International Group

    Registration
                                            Statement on Form F-4

    Filed
                                            September 22, 2022

    File
                                            No. 333-267558

Dear Ms. Packebusch:

On behalf of our client, Caravelle
International Group (the “Company”), we respond to the comments of the staff of the Division of Corporation Finance of the
Commission (the “Staff”) with respect to the above-referenced Registration Statement on Form F-4 filed on September 22, 2022
(the “Registration Statement”) contained in the Staff’s letter dated October 7, 2022 (the “Comment Letter”).

The Company has filed via
EDGAR its Amendment No. 1 to the Registration Statement (the “Amendment No. 1”), which reflects the Company’s
responses to the comments received by the Staff and certain updated information. For ease of reference, each comment contained in the
Comment Letter is printed below and is followed by the Company’s response. All page references in the responses set forth below
refer to the page numbers in the Amendment No. 1.

Registration Statement on Form F-4 filed September
22, 2022

Cover Page

 1. Please revise the prospectus cover page to clearly disclose the title and amount of securities that you
are registering on this registration statement which Item 501(b)(2) of Regulation S-K requires. We note your newly filed Exhibit 107.

Response: We have revised the prospectus cover page
to disclose the title and amount of securities being registered.

Los Angeles New York Chicago Nashville Washington,
DC San Francisco Beijing Hong Kong www.loeb.com

For the United States offices, a limited liability partnership including
professional corporations. For Hong Kong office, a limited liability partnership.

    Ms. Packebusch

    United States Securities and Exchange Commission

    Page 2

Signature Page, page II-4

 2. We note your response to prior comment 5 and reissue it. Revise the signature page of the registration
statement to clarify that it is signed by the registrant’s principal financial officer, its controller or principal accounting officer.
See Instruction 1 to Signatures to Form F-4. In this regard, we note that Guohua Zhang does not appear to be your current principal financial
and principal accounting officer. As appropriate, please also clarify the disclosures in the “PUBCO’S Directors and Executive
Officers After the Business Combination” section and throughout your registration statement.

Response: The signature page to the Registration Statement
includes the correct officers and directors of the Company. Dr. Guohua Zhang is currently the Company’s principal executive officer,
principal financial officer and principal accounting officer. The biographical information for Dr. Zhang has been revised to clarify his
current role with the Company. See page 164 of Amendment No. 1.

Exhibits

 3. Section 5.7 of the Support Agreement, filed as Exhibit 10.2 to the registration statement, provides that
any New Securities acquired by the Founder Holder prior to the closing of the initial business combination will be voted in favor of the
initial business combination. We note that “Founder Holders” include the Sponsor, Caravelle International Group, Caravelle Group
Co., Ltd., Pacifico Acquisition Corp. and certain other “Insiders.” Please provide your analysis on how such purchases comply
with Rule 14e-5.

Response: The parties to the Sponsor Support Agreement
have entered into an Amended and Restated Support Agreement and filed the Amended and Restated Sponsor Support Agreement as Exhibit 10.2
to the Amendment No. 1. The Amended and Restated Sponsor Support Agreement clarifies that (1) the “Founder Holders” only include
Pacifico Acquisition Corp. and certain other “Insiders” and (2) any securities subsequently acquired will not be voted if
voting such securities would violate Tender Offer Compliance and Disclosure Interpretation 166.01. No purchases of securities by such
persons are currently contemplated.

Please do not hesitate to
contact Giovanni Caruso at (212) 407-4866 of Loeb & Loeb LLP with any questions or comments regarding this letter.

    Sincerely,

    /s/ Giovanni Caruso

    Giovanni Caruso

 cc: Guohua Zhang

United States securities and exchange commission logo
October 7, 2022
Guohua Zhang
Chief Executive Officer and Chairman of the Board
Caravelle International Group
60 Paya Lebar Road
#06-17 Paya Lebar Square
Singapore 409051
Re:Caravelle International Group
Registration Statement on Form F-4
Filed September 22, 2022
File No. 333-267558
Dear Guohua Zhang:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form F-4 filed September 22, 2022
Cover Page
1.Please revise the prospectus cover page to clearly disclose the title and amount of
securities that you are registering on this registration statement which Item 501(b)(2) of
Regulation S-K requires.  We note your newly filed Exhibit 107.
Signature Page, page II-4
2.We note your response to prior comment 5 and reissue it.  Revise the signature page of
the registration statement to clarify that it is signed by the registrant's principal financial
officer, its controller or principal accounting officer.  See Instruction 1 to Signatures to
Form F-4. In this regard, we note that Guohua Zhang does not appear to be your current

 FirstName LastNameGuohua Zhang
 Comapany NameCaravelle International Group
 October 7, 2022 Page 2
 FirstName LastName
Guohua Zhang
Caravelle International Group
October 7, 2022
Page 2
principal financial and principal accounting officer.   As appropriate, please also clarify
the disclosures in the "PUBCO’S Directors and Executive Officers
After the Business Combination" section and throughout your registration statement.
Exhibits
3.Section 5.7 of the Support Agreement, filed as Exhibit 10.2 to the registration statement,
provides that any New Securities acquired by the Founder Holder prior to the closing of
the initial business combination will be voted in favor of the initial business combination.
We note that "Founder Holders" include the Sponsor, Caravelle International Group,
Caravelle Group Co., Ltd., Pacifico Acquisition Corp. and certain other "Insiders."  Please
provide your analysis on how such purchases comply with Rule 14e-5.

            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Yong Kim, Staff Accountant, at (202) 551-3323 or Gus Rodriguez,
Accounting Branch Chief, at (202) 551-3752 if you have questions regarding comments on the
financial statements and related matters. Please contact Liz Packebusch, Staff Attorney, at (202)
551-8749 or Loan Lauren Nguyen, Legal Branch Chief, at (202) 551-3642 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Giovanni Caruso

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    Loeb
                           & Loeb LLP

    345
    Park Avenue

    New
    York, NY 10154-1895

    Main
    212.407.4000
 Fax 212.407.4990

September
22, 2022

United
States Securities and Exchange Commission

Division
of Corporation Finance

Office
of Energy & Transportation

100
F Street, N.E.

Washington,
D.C. 20549

Attn:
Liz Packebusch

    Re:
    Caravelle International
    Group

    Amendment No. 2 to Draft
    Registration Statement on Form F-4

    Submitted August 18,
    2022

    CIK No. 0001928948

Dear
Ms. Packebusch:

On
behalf of our client, Caravelle International Group (the “Company”), we respond to the comments of the staff of the Division
of Corporation Finance of the Commission (the “Staff”) with respect to the above-referenced Amendment No. 2 to Draft Registration
Statement on Form F-4 submitted on August 18, 2022 (the “Amendment No. 2”) contained in the Staff’s letter dated September
1, 2022 (the “Comment Letter”).

The
Company has filed via EDGAR the Registration Statement (the “Registration Statement”), which reflects the Company’s
responses to the comments received by the Staff and certain updated information. For ease of reference, each comment contained in the
Comment Letter is printed below and is followed by the Company’s response. All page references in the responses set forth below
refer to the page numbers in the Registration Statement.

Amendment
No. 2 to Registration Statement on Form F-4, submitted August 18, 2022

Material
U.S. Federal Income Tax Consequences of the Business Combination, page 94

 1. We
                                            note your response to prior comment 18. Please revise your disclosure in this section to
                                            name counsel having provided the tax opinion at Exhibit 8.1, and to state clearly that the
                                            disclosure in this section of the prospectus is the opinion of the named counsel. For guidance,
                                            refer to Section III.B.2 of Staff Legal Bulletin 19.

Response:
The Company has revised the disclosure under the section “Material U.S. Federal Income Tax Consequences of the Business Combination”
on page 98 of the Registration Statement to name the tax counsel and to state that the disclosure is the opinion of the named counsel.

Caravelle's
Business, page 107

Ms. Packebusch
 United States Securities and Exchange Commission

Page 2

 2. We
                                            note your responses to prior comments 19 and 20, including added disclosure indicating that
                                            Caravelle now expects to launch the CO-Tech business in Q4 2022. Please revise your risk
                                            factor summary and risk factor disclosures, at pages 23 and 36, respectively, to clearly
                                            disclose that Caravelle’s overall business operations is not currently carbon-neutral,
                                            and substantiate how, in view of your current timetable, you consider the CO-Tech business
                                            to be "newly launched" or "recently launched." As appropriate, please
                                            revise throughout your filing regarding the new CO-Tech business.

Response:
The Company has revised throughout the Registration Statement to clarify that the CO-Tech business is yet to be launched, instead of
“newly launched” or “recently launched” or “launching”.

Shipping
+ Wood Drying + Carbon Trading = Carbon Neutral Ocean Technology Industry, page 121

 3. We
                                            note your response to prior comment 22, including added disclosure in this section that,
                                            as of the date of your proxy statement/prospectus, the CO-Tech business line has yet to launch.
                                            Please revise to additionally highlight, in this section, that your CO-Tech solutions model
                                            has no historical operations and has yet to generate revenues.

Response:
The Company has revised the disclosure on page 126 of the Registration Statement in accordance with the Staff’s comment.

Enforceability
of Civil Liabilities Under U.S. Securities Law, page 183

 4. We
                                            note your response to prior comment 25 and reissue it in part. Given that your CFO and COO
                                            candidates reside in China, revise to discuss more specifically the limitations on investors
                                            being able to effect service of process and enforce civil liabilities in China, lack of reciprocity
                                            and treaties, and cost and time constraints.

Response:
In accordance with the Staff’s comment, the Company has expanded the risk factor titled “You may face difficulties in protecting
your interests, and your ability to protect your rights through U.S. courts may be limited, because PubCo is an exempted company incorporated
under the laws of the Cayman Islands, PubCo conducts substantially all of its operations and a majority of its directors and executive
officers (or candidates) reside outside of the United States” on page 49 of the Registration Statement, and the “Enforceability
of Civil Liabilities Under U.S. Securities Law” section on page 188 of the Registration Statement.

Ms. Packebusch
 United States Securities and Exchange Commission

Page 3

Signature
Page, page II-4

 5. Revise
                                            the signature page of the registration statement to clarify that it is signed by the registrant's
                                            principal executive officer, its principal financial officer, its controller or principal
                                            accounting officer, and at least a majority of the board of directors or persons performing
                                            similar functions. See Instruction 1 to Signatures to Form F-4.

Response:
In accordance with the Staff’s comment, the Company has revised the signature page of the Registration Statement to include the
designations of principal executive officer, principal financial officer and principal accounting officer under the corresponding signatories.
All the members of board of directors signed the Registration Statement in such capacity.

Exhibits

 6. Please
                                            file a signed and dated copy of Exhibit 10.8, the Form of Ship Chartering Agreement between
                                            Topsheen Shipping Limited and Topsheen Shipping Singapore Pte. Ltd. Please similarly file
                                            a signed copy of Exhibit 10.7, the Loan Agreement, dated April 9, 2020, between Topsheen
                                            Shipping Singapore PTE. LTD. and DBS Bank Ltd.

Response:
The Company has filed a signed and dated copy of Exhibit 10.8, Ship Chartering Mandate Agreement between Topsheen Shipping Limited and
Topsheen Shipping Singapore Pte. Ltd. for each of the years ending December 31, 2022, 2021 and 2020 and a signed copy of Exhibit 10.7,
the Loan Agreement, dated April 9, 2020, between Topsheen Shipping Singapore PTE. LTD. and DBS Bank Ltd.

General

 7. We
                                            note your responses to prior comments 14 and 26. Please reconcile these responses to your
                                            responses to comments 11 and 39 in your response letter dated July 18, 2022. In your July
                                            18, 2022 response letter, you stated that a majority of your officers and directors live
                                            in China and Hong Kong and that all of your revenues are generated in China and Hong Kong.

Response:
Regarding the residence of the majority of officers and directors, the discrepancy between the Company’s July 18, 2022 response
letter and the Company’s August 18, 2022 response letter is because during the interim one month period, the Company decided to
appoint new independent directors who reside in France and Switzerland. The Company decided to appoint these independent directors partly
in order to meet Nasdaq’s director independence requirements.

Regarding
the statement in the Company’s July 18, 2022 response letter that “all” revenues are generated in China and Hong Kong,
the Company made an error in the drafting. As already clarified in the Company’s response to Comment 26 in the Company’s
August 18, 2022 response letter, that expression was intended to describe only Caravelle’s nascent CO-Tech business line, not Caravelle
as a whole. This mistake, though unintentional, is obvious given the Company’s audited financial statements, including its list
of top customers which the Company has

already disclosed in the F-4.

Ms. Packebusch
 United States Securities and Exchange Commission

Page 4

 8. We
                                            note your responses to prior comments 1, 3, 4, 5, 6, 8, 9, 10, 11, and 26. Given your added
                                            disclosure that 30% of Caravelle's cash transfer payments occur with banks inside China,
                                            Hong Kong, and/or Macau; that more than 30% of Caravelle's shipping revenues are derived
                                            from China; and that Caravelle has some assets in China, please provide additional analysis
                                            explaining how you determined that the legal and operational risks associated with operating
                                            in China and Hong Kong would not also apply to PubCo’s (Caravelle International Group)
                                            operations in China and Hong Kong. We further note your plans to launch your CO-Tech business
                                            which will have operations in China and Hong Kong.

Response:
According to the World Bank’s public data, in the year 2020 (the most recent published year) mainland China alone accounted for
over 32% of the world’s container shipping volume. Therefore, the Company’s shipping business involvement with China is close
to the industry average. A global ocean shipping business such as the Company generates its revenue whenever and wherever the demand
for shipping requires, and it does so by its ships sailing most of the time across international waters, outside of any specific country’s
jurisdiction. As of June 30, 2022, less than 1% of the Company’s assets (including its ships) are located or registered within
China, Hong Kong, and/or Macau.

Moreover,
as already disclosed including in the Company’s response to Comment 26 in the Company’s August 18, 2022 response letter,
the Company is headquartered in Singapore, it receives subsidies from the Singaporean government, its entities are all legally organized
outside the jurisdiction of the Chinese government.

Given
all of the above, Caravelle believes that its business nexus to China is not materially different from the ocean shipping industry as
a whole. Such nexus, if any, has already been extensively disclosed in the Registration Statement.

The
Company’s CO-Tech business line is new and has no revenues to date . Thus, in terms of customers and revenue sources, what
the Company disclosed is its list of existing strategic framework agreements with potential customers. Given the early stage of the CO-Tech
business and the expectation of its fast growth (as is described in the registration statement), the Company expects the potential customer
base to greatly expand and thus shift in composition just like any other innovative and fast-growing business. In particular, as already
described in the registration statement, the Company initially expects significant growth in Europe based on its economy and policies.
If this growth fails to materialize, then CO-Tech will not become a material source of Caravelle’s revenue, in which case the composition
of its customers would not materially impact Caravelle as a whole. The Company has updated the disclosures in the “The CO-Tech
Solution” and “Customers” sections to include a new strategic framework agreement with a customer based outside of
China.

Ms. Packebusch
 United States Securities and Exchange Commission

Page 5

 9. We
                                            note your response to prior comment 27 and reissue it in part. Please tell us whether anyone
                                            or any entity associated with or otherwise involved in the transaction, is, is controlled
                                            by, or has substantial ties with a non-U.S. person. If so, also include risk factor disclosure
                                            that addresses how this fact could impact your ability to complete your initial business
                                            combination. For instance, discuss the risk to investors that you may not be able to complete
                                            an initial business combination should the transaction be subject to review by a U.S. government
                                            entity, such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately
                                            prohibited. Further, disclose that the time necessary for government review of the transaction
                                            or a decision to prohibit the transaction could prevent you from completing an initial business
                                            combination and require you to liquidate. Disclose the consequences of liquidation to investors,
                                            such as the losses of the investment opportunity in a target company, any price appreciation
                                            in the combined company, and the warrants, which would expire worthless.

Response:
The disclosure on page 55 of the Registration Statement has been revised to include the requested risk factor.

Please
do not hesitate to contact Giovanni Caruso at (212) 407-4866 of Loeb & Loeb LLP with any questions or comments regarding this letter.

    Sincerely,

    /s/
    Giovanni Caruso

    Giovanni
    Caruso

    cc: Guohua Zhang

United States securities and exchange commission logo
September 1, 2022
Guohua Zhang
Chief Executive Officer and Chairman of the Board
Caravelle International Group
60 Paya Lebar Road
#06-17 Paya Lebar Square
Singapore 409051
Re:Caravelle International Group
Amendment No. 2 to Draft Registration Statement on Form F-4
Submitted August 18, 2022
CIK No. 0001928948
Dear Mr. Zhang:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 2 to Registration Statement on Form F-4 submitted August 18, 2022
Material U.S. Federal Income Tax Consequences of the Business Combination, page 94
1.We note your response to prior comment 18. Please revise your disclosure in this section
to name counsel having provided the tax opinion at Exhibit 8.1, and to state clearly that
the disclosure in this section of the prospectus is the opinion of the named counsel. For
guidance, refer to Section III.B.2 of Staff Legal Bulletin 19.
Caravelle's Business, page 107
2.We note your responses to prior comments 19 and 20, including added disclosure
indicating that Caravelle now expects to launch the CO-Tech business in Q4 2022. Please

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revise your risk factor summary and risk factor disclosures, at pages 23 and 36,
respectively, to clearly disclose that Caravelle’s overall business operations is not
currently carbon-neutral, and substantiate how, in view of your current timetable, you
consider the CO-Tech business to be "newly launched" or "recently launched."  As
appropriate, please revise throughout your filing regarding the new CO-Tech business.
Shipping + Wood Drying + Carbon Trading = Carbon Neutral Ocean Technology Industry, page
121
3.We note your response to prior comment 22, including added disclosure in this section
that, as of the date of your proxy statement/prospectus, the CO-Tech business line has yet
to launch. Please revise to additionally highlight, in this section, that your CO-Tech
solutions model has no historical operations and has yet to generate revenues.
Enforceability of Civil Liabilities Under U.S. Securities Law, page 183
4.We note your response to prior comment 25 and reissue it in part. Given that your CFO
and COO candidates reside in China, revise to discuss more specifically the limitations on
investors being able to effect service of process and enforce civil liabilities in China, lack
of reciprocity and treaties, and cost and time constraints.
Signature Page, page II-4
5.Revise the signature page of the registration statement to clarify that it is signed by the
registrant's principal executive officer, its principal financial officer, its controller or
principal accounting officer, and at least a majority of the board of directors or persons
performing similar functions.  See Instruction 1 to Signatures to Form F-4.
Exhibits
6.Please file a signed and dated copy of Exhibit 10.8, the Form of Ship Chartering
Agreement between Topsheen Shipping Limited and Topsheen Shipping Singapore Pte.
Ltd. Please similarly file a signed copy of Exhibit 10.7, the Loan Agreement, dated April
9, 2020, between Topsheen Shipping Singapore PTE. LTD. and DBS Bank Ltd.
General
7.We note your responses to prior comments 14 and 26.  Please reconcile these responses to
your responses to comments 11 and 39 in your response letter dated July 18, 2022.  In
your July 18, 2022 response letter, you stated that a majority of your officers and directors
live in China and Hong Kong and that all of your revenues are generated in China and
Hong Kong.
8.We note your responses to prior comments 1, 3, 4, 5, 6, 8, 9, 10, 11, and 26. Given your
added disclosure that 30% of Caravelle's cash transfer payments occur with banks inside
China, Hong Kong, and/or Macau; that more than 30% of Caravelle's shipping revenues
are derived from China; and that Caravelle has some assets in China, please provide

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additional analysis explaining how you determined that the legal and operational risks
associated with operating in China and Hong Kong would not also apply to PubCo’s
(Caravelle International Group) operations in China and Hong Kong.  We further note
your plans to launch your CO-Tech business which will have operations in China and
Hong Kong.
9.We note your response to prior comment 27 and reissue it in part.  Please tell us whether
anyone or any entity associated with or otherwise involved in the transaction, is, is
controlled by, or has substantial ties with a non-U.S. person. If so, also include risk factor
disclosure that addresses how this fact could impact your ability to complete your initial
business combination. For instance, discuss the risk to investors that you may not be able
to complete an initial business combination should the transaction be subject to review by
a U.S. government entity, such as the Committee on Foreign Investment in the United
States (CFIUS), or ultimately prohibited. Further, disclose that the time necessary for
government review of the transaction or a decision to prohibit the transaction could
prevent you from completing an initial business combination and require you to liquidate.
Disclose the consequences of liquidation to investors, such as the losses of the investment
opportunity in a target company, any price appreciation in the combined company, and the
warrants, which would expire worthless.
            You may contact Yong Kim, Staff Accountant, at (202) 551-3323 or Gus Rodriguez,
Accounting Branch Chief, at (202) 551-3752 if you have questions regarding comments on the
financial statements and related matters. Please contact Liz Packebusch, Staff Attorney, at (202)
551-8749 or Loan Lauren Nguyen, Legal Branch Chief, at (202) 551-3642 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Giovanni Caruso

United States securities and exchange commission logo
August 4, 2022
Guohua Zhang
Chief Executive Officer and Chairman of the Board
Caravelle International Group
60 Paya Lebar Road
#06-17 Paya Lebar Square
Singapore 409051
Re:Caravelle International Group
Amendment No. 1 to Draft Registration Statement on Form F-4
Submitted July 18, 2022
CIK No. 0001928948
Dear Mr. Zhang:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our June 9, 2022 letter.
Amendment No. 1 to Draft Registration Statement on Form F-4, submitted July 18, 2022
Cover Page
1.We note your responses to prior comments 11 and 39. Given the risks of doing business in
China (including Hong Kong and Macau), at the forefront of your filing, such as in your
letter to stockholders, provide prominent disclosure about the legal and operational risks
associated with having the majority of PubCo's (Caravelle International Group) operations
in China. We note that you generate all of your revenues from customers based in China,
Hong Kong, and Macau and that the majority of your officers and directors are located in
China or Hong Kong. Your disclosure should make clear whether these risks could result
in a material change in your operations, or could significantly limit or completely hinder

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your ability to offer or continue to offer securities to investors and cause the value of such
securities to significantly decline or be worthless. Your disclosure should address how
recent statements and regulatory actions by China’s government, such as those related to
data security or anti-monopoly concerns, have or may impact the company’s ability to
conduct its business, accept foreign investments, or list on a U.S. or other foreign
exchange. Please disclose whether Pacifico or Caravelle's auditors are subject to the
determinations announced by the PCAOB on December 16, 2021 and whether and how
the Holding Foreign Companies Accountable Act and related regulations will affect
PubCo. Also disclose here that the United States Senate has passed the Accelerating
Holding Foreign Companies Accountable Act, which, if enacted, would decrease the
number of “non-inspection years” from three years to two years, and thus, would reduce
the time before PubCo.'s securities may be prohibited from trading or delisted. Your
prospectus summary should address, but not necessarily be limited to, the risks
highlighted in your letter to stockholders.
Prospectus Summary, page 14
2.We note your response to prior comment 5. Please revise to additionally include a copy of
the organizational chart at page 101 in your prospectus summary.
3.In your summary of risk factors, disclose the risks that having the majority of
PubCo's operations in China poses to investors. In particular, describe the significant
regulatory, liquidity, and enforcement risks with cross-references to the more detailed
discussion of these risks in the prospectus. For example, specifically discuss risks arising
from the legal system in China, including risks and uncertainties regarding the
enforcement of laws and that rules and regulations in China can change quickly with little
advance notice; and the risk that the Chinese government may intervene or influence your
operations at any time, or may exert more control over offerings conducted overseas
and/or foreign investment in China-based issuers, which could result in a material change
in your operations. Acknowledge any risks that any actions by the Chinese government to
exert more oversight and control over offerings that are conducted overseas and/or foreign
investment in China-based issuers could significantly limit or completely hinder your
ability to offer or continue to offer securities to investors and cause the value of such
securities to significantly decline or be worthless.
4.Disclose each permission or approval that PubCo. or its subsidiaries are required to obtain
from Chinese authorities to operate your business. State whether PubCo. or its subsidiaries
are covered by permissions requirements from the China Securities Regulatory
Commission (CSRC), Cyberspace Administration of China (CAC) or any other
governmental agency, and state affirmatively whether you have received all requisite
permissions or approvals and whether any permissions or approvals have been denied.
Please also describe the consequences to PubCo. and your investors if PubCo. or
its subsidiaries: (i) do not receive or maintain such permissions or approvals, (ii)
inadvertently conclude that such permissions or approvals are not required, or (iii)

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applicable laws, regulations, or interpretations change and you are required to obtain such
permissions or approvals in the future.
5.In both this section and your letter to stockholders, provide a clear description of how cash
is transferred through your organization.
6.Disclose that trading in PubCo.'s securities may be prohibited under the Holding Foreign
Companies Accountable Act if the PCAOB determines that it cannot inspect or investigate
completely Pacifico or Caravelle's auditors, and that as a result an exchange may
determine to delist PubCo.'s securities. Disclose whether Pacifico or Caravelle's auditors
are subject to the determinations announced by the PCAOB on December 16, 2021.
Additional Agreement to be Executed after the Signing of the Merger Agreement, page 19
7.We note your response to prior comment 6 and reissue it in part. Please revise to clarify, if
true, that the PIPE Subscription Agreements will be entered into prior to the closing of the
initial business combination.
Risk Factors, page 30
8.Please include a risk factor to disclose that the United States Senate has passed the
Accelerating Holding Foreign Companies Accountable Act, which, if enacted, would
decrease the number of “non-inspection years” from three years to two years, and thus,
would reduce the time before PubCo.'s securities may be prohibited from trading or
delisted. Update your disclosure to reflect that the Commission adopted rules to
implement the HFCAA and that, pursuant to the HFCAA, the PCAOB has issued its
report notifying the Commission of its determination that it is unable to inspect or
investigate completely accounting firms headquartered in mainland China or Hong Kong.
9.Given the Chinese government’s significant oversight and discretion over the conduct of
PubCo.'s business, please revise to highlight separately the risk that the Chinese
government may intervene or influence your operations at any time, which could result in
a material change in your operations and/or the value of your securities. Also, given recent
statements by the Chinese government indicating an intent to exert more oversight and
control over offerings that are conducted overseas and/or foreign investment in China-
based issuers, acknowledge the risk that any such action could significantly limit or
completely hinder your ability to offer or continue to offer securities to investors and
cause the value of such securities to significantly decline or be worthless.
10.In light of recent events indicating greater oversight by the CAC over data security,
particularly for companies listed on a foreign exchange, please revise your disclosure to
explain how this oversight impacts PubCo.'s business and to what extent you believe that
you are compliant with the regulations or policies that have been issued by the CAC to
date.
11.Please expand your risk factor disclosure to address specifically any PRC regulations
concerning mergers and acquisitions by foreign investors that your initial business

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combination transaction may be subject to, including PRC regulatory reviews, which may
impact your ability to complete a business combination in the prescribed time period.
Caravelle charters vessels mostly from Topsheen Shipping Limited, a company controlled by
Mr. Dong Zhang, Caravelle's Chief Shipping Officer, page 35
12.We note your response to prior comment 9.  Revise to address the risk that the terms of
the agreement between Caravelle and Topsheen Shipping Limited might not have been
negotiated at arm's length and file the agreement as a material contract pursuant to Item
601 of Regulation S-K.
Global inflationary pressures could negatively impact Caravelles results of operations and cash
flows., page 43
13.We note your response to prior comment 38. Please update this risk factor in future
amendments if recent inflationary pressures have materially impacted your operations. In
this regard, identify the types of inflationary pressures you are facing and how your
business has been affected.
You may face difficulties in protecting your interests, and your ability to protect your rights
through U.S. courts may be limited, page 49
14.We note your response to prior comment 11, indicating that you have expanded this risk
factor to disclose that a majority of PubCo’s executive officers reside in China or Hong
Kong. However, we could not locate such disclosure. Please revise or advise.
Background of the Business Combination, page 75
15.We note your response to prior comment 14. We further note your disclosure at page 79
that, on January 20, 2022, Pacifico's counsel emailed the first draft of the Merger
Agreement to Caravelle's counsel; and that, pursuant to the draft, the transaction
consideration was $500,000,000, with an earnout of $300,000,000. Where the parties
appeared to be contemplating, both before and after January 20, 2022, total transaction
consideration of $850,000,000, please reconcile or advise.
Certain Projected Financial Information, page 87
16.We note your response to prior comment 23. Please additionally revise to clarify the
assumptions inherent in the expectation that Caravelle will acquire 8 vessels by the end of
2023 and, thereafter, 2 to 3 vessels per year.
Required Vote, page 91
17.We note that text appears to be missing in the sentence in this section that begins,
"Adoption of the..." Please revise or advise.

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Material U.S. Federal Income Tax Consequences of the Business Combination, page 93
18.We note your response to prior comment 25 noting that a tax opinion will be
provided with respect to certain Material U.S. Federal Income Tax Consequences of the
Business Combination.  If the disclosure here is the opinion of tax counsel, please identify
tax counsel here and file a related short-form opinion as an exhibit to the registration
statement.
Information About Caravelle, page 101
19.We note your response to prior comment 4 and reissue in part.  You disclose here that
Caravelle is a "global carbon-neutral ocean technology company operating in the
international shipping industry."  Please revise to clarify here that Caravelle's overall
business operations is not currently carbon-neutral and that Caravelle’s CO-Tech solutions
business has no historical operations and has yet to generate revenues.  As appropriate,
please revise throughout your prospectus.
Information About Caravelle
Business Overview, page 101
20.You state here and in numerous places in your filing that you expect to launch your CO-
Tech business in the third quarter of 2022, which is the quarter ending July 31, 2022.   As
of the date of your amendment (July 18, 2022) you have not provided any
substantive update to the launch or commencement of your CO-Tech business.  Revise as
necessary to present a substantive update to the launch of your CO-Tech business.
Shipping Industry + Wood Drying Industry + Carbon Neutral Industry = Ocean Carbon Neutral
Industry, page 115
21.You state it takes no additional cost to dry the wood on your CO-Tech vessels.  Clarify
how this is the case given the cost and related depreciation expense of the desiccation
equipment installed on the vessels as well as additional costs related to these operations,
such as labor, fuel, etc.
22.Please revise to balance the presentation of your business operations to highlight that
your CO-Tech solutions model has no historical operations and has yet to generate
revenues.
Management's Discussion and Analysis of Financial Condition and Results of Operations of
Caravelle
Liquidity and Capital Resources, page 121
23.We reviewed the revised disclosures in response to comment 30.  It does not appear you
have disclosed all the material cash requirements of your anticipated CO-Tech business.
For example, we note on page 156 that you entered into a strategic sales contract with
New Galion Group (HK) CO LTD to purchase four sets of Maritime Carbon Neutral

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Intelligent Control Platform systems (the "Systems") for approximately HK Dollar 127.0
million and that the first set was to be delivered before July 1, 2022.  Tell us why this was
not discussed as a material cash requirement or revise your disclosure as necessary.  In
doing so, disclose whether the first set of the Systems was received and when the four
installment payments are expected to be paid.  Additionally, we note that you plan to rent
vessels for your CO-Tech business from Topsheen Shipping Limited.  Disclose the
number of vessels you expect to rent, the anticipated cash requirement for these
rentals and the timeframe of the rentals.  To the extent you know how these rentals will be
accounted for under ASC 842, disclose that as well.
Management's Discussion and Analysis of Financial Condition and Results of Operations of
Pacifico, page 134
24.Update your discussion to present information as of March 31, 2022, the date of your most
recent financial statements.
Enforceability of Civil Liabilities Under U.S. Securities Law, page 172
25.We note that a majority of your officers and directors are located in China or Hong
Kong. Please revise this section to also address the enforcement risks related to civil
liabilities due to your officers and directors being located in China or Hong Kong. Please
identify each officer and director located in China or Hong Kong and disclose that it will
be more difficult to enforce liabilities and enforce judgments on those individuals.  For
example, revise to discuss more specifically the limitations on investors being able to
effect service of process and enforce civil liabilities in China, lack of reciprocity and
treaties, and cost and time constraints.
General
26.We note that Caravelle derives all of its revenues from China and Hong Kong and that a
majority of its officers and directors also reside in China or Hong Kong. We further note
that Pacifico disclosed in its in

United States securities and exchange commission logo
June 9, 2022
Guohua Zhang
Chief Executive Officer and Chairman of the Board
Caravelle International Group
60 Paya Lebar Road
#06-17 Paya Lebar Square
Singapore 409051
Re:Caravelle International Group
Draft Registration Statement on Form F-4
Submitted May 13, 2022
CIK No. 0001928948
Dear Mr. Zhang:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form F-4 submitted May 13, 2022
Questions and Answers About the Business Combination and the Special Meeting
Q: How will the initial stockholders vote?, page 6
1.We note the disclosure that the initial stockholders have agreed that they will vote any
shares they purchase in the open market in or after the SPAC IPO in favor of each of the
Proposals in connection with this initial business combination. We further note the
disclosure at page 56 that Pacifico will file a Current Report on Form 8-K to disclose
private arrangements entered into or significant private purchases made by any of the
Sponsor or Pacifico’s executive officers, directors and advisors, or their respective
affiliates, that would affect the vote on the Business Combination Proposal, the

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Redomestication Proposal and the other Proposals.  With a view toward revised
disclosure, please tell us how these purchases comply with Rule 14e-5 of the Exchange
Act.  For guidance, see Tender Offers and Schedules Compliance and Disclosure
Interpretations Question 166.01, available on our website.
Q: Will I experience dilution as a result of the Business Combination?, page 8
2.Please revise to disclose here, and in your risk factor at page 54, the impact of each
significant source of dilution in the event of no redemptions, interim redemptions, and
maximum redemptions by Pacifico stockholders. Where it appears that underwriting fees
remain constant and are not adjusted based on redemptions, please revise to disclose the
effective underwriting fee on a percentage basis for shares at each redemption
level related to dilution.
Q: Who will manage PubCo?, page 9
3.We note your disclosure here that the board of directors of the combined company will
consist of five members. However, disclosure at page 16 indicates that the combined
company will consist of nine members. Please revise or advise. Please also revise, as
needed, your tabular disclosures at pages 137 and 141.
Prospectus Summary
Caravelle, page 14
4.You state here that Caravelle is a global "carbon-neutral ocean technology company"
operating in the international shipping industry. Please revise to clarify your use of the
term "carbon-neutral" to describe your current business operations and prominently make
clear that Caravelle’s CO-Tech solutions business has no historical operations and has yet
to generate revenues.
Post-Business Combination Structure and Impact on the Public Float, page 16
5.We note your disclosure indicating that you have included a chart in this
section reflecting the ownership structure of the combined company immediately
following the Business Combination; however, we could not locate such chart. Please
revise or advise. To the extent the chart will be the same as that included at page 92,
please ensure both charts reflect equity interests in the event of no redemptions, interim
redemptions, and maximum redemptions into cash.
Additional Agreement to be Executed after the Signing of the Merger Agreement, page 17
6.You disclose that within two months after the signing of the Merger Agreement, the
SPAC and PubCo will enter into separate subscription agreements (the “PIPE
Subscription Agreements”) with a number of subscribers (each a “Subscriber”), pursuant
to which the Subscribers agrees to purchase, and PubCo agrees to issue and sell to the
Subscribers, an aggregate of 6 million PubCo Ordinary Shares for an aggregate purchase

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price of approximately $60 million. We note that the Merger Agreement was entered into
on April 5, 2022. Please revise to clarify, if true, that the PIPE Subscription
Agreements will be entered into prior to the closing of the initial business
combination.  Please also highlight any material differences in the terms of securities
issued at the time of the IPO as compared to the private placement contemplated at the
time of the business combination. Additionally, revise to disclose if Pacifico's sponsors,
directors, officers or their affiliates will participate in the private placement.
Interests of Certain Persons in the Business Combination, page 19
7.Revise to include the remaining disclosures and also expand to disclose that Pacifico's
Chief Executive Office, Mr. Wang, has been appointed to be a director of Caravelle.
Comparative Historical and Unaudited Pro Forma Combined Per Share Financial Information,
page 25
8.Please revise your disclosures in this section to include a third scenario reflecting interim
redemption levels.
Risks Related to Caravelle's International Maritime Shipping Business
Caravelle charters vessels mostly from Topsheen Shipping Group Limited, page 32
9.Please revise your risk factor to disclose any conflicts of interest that may arise in view of
Caravelle’s Chief Shipping Officer, Mr. Dong Zhang, also controlling Topsheen Shipping
Group Limited, a supplier of your vessels.
Caravelle's CO-Tech model is in the early stages and it may not become profitable within twelve
months after the closing, page 35
10.Please expand the risk factor here as it relates to your new CO-Tech business and the
other related risk factors to address whether and how your business lines, such as wood
desiccation, may be materially impacted by supply chain disruptions. For example,
discuss whether you are exposed to global shortages of materials, or reduced production
capacity due to closed production facilities. Explain whether and how you have
undertaken efforts to mitigate the impact and where possible quantify the impact to your
business.
You may face difficulties in protecting your interests, and your ability to protect your rights
through U.S. courts may be limited, page 45
11.We note the disclosure that a majority of Caravelle's directors and executive officers
reside outside of the United States. With a view toward disclosure, please tell us whether
Caravelle's directors and executive officers reside in China or Hong Kong.

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Risks Related to Pacifico and the Business Combination
The Sponsor, Pacifico’s executive officers and directors and certain affiliates of Pacifico may
have certain conflicts, page 50
12.Please revise your disclosure in this section to additionally include the current value, if
applicable, of loans extended, fees due, and out-of-pocket expenses for which the sponsor
and its affiliates are awaiting reimbursement. Provide similar disclosure for the company’s
officers and directors, if material. You state on page 143 that "There is no limit on the
amount of out-of-pocket expenses reimbursable by [you]; provided, however, that to the
extent such expenses exceed the available proceeds not deposited in the trust account and
the interest income earned on the amounts held in the trust account, such expenses would
not be reimbursed by Pacifico unless Pacifico consummates an initial business
combination." Please also highlight the risk that the sponsor will benefit from the
completion of a business combination and may be incentivized to complete an acquisition
of a less favorable target company or on terms less favorable to shareholders rather than
liquidate.
The Initial Stockholders who own shares of Pacifico Common Stock and Private Units will not
participate in liquidation distributions, page 50
13.We note the disclosure that the Initial Stockholders agreed to waive their right to redeem
shares of Pacifico Common Stock, or to receive distributions with respect to these shares
of Pacifico Common Stock upon the liquidation of the Trust Account, if Pacifico is unable
to consummate an initial business combination within the required time period. Please
describe any consideration provided in exchange for this agreement.
Background of the Business Combination, page 70
14.Please revise to disclose how the parties arrived at the valuation of Caravelle and clarify
how the parties determined, on March 2, 2022, to change the initial merger consideration
to $850,000,000 in common stock, as opposed to, previously, $500,000,000, with an
earnout of $300,000,000. Disclose any changes in terms favorable to Pacifico's
management and affiliates as compared to the public shareholders. Please also revise your
disclosures in this section to clearly identify each individual participant, and their
respective role, in each negotiation disclosed.
The Pacifico Board's Reasons for Approving the Business Combination, page 75
15.Please revise to disclose whether and how the board took into account the consideration to
be paid for Caravelle in determining to approve the Merger Agreement.
16.We note your disclosure at page 75 that, prior to reaching the decision to approve the
Merger Agreement, Pacifico’s directors reviewed Caravelle’s results of the business and
financial due diligence conducted by Pacifico’s management and third party legal and
financial advisors, which included, among other items, "[r]eview of revisions to

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Caravelle’s financial projections." Please advise whether the projections included in
your filing are materially the same as the draft projections discussed in your background
section. If they are materially different, please explain these differences, including any
different assumptions, what changes were made, and why.
Proposal No. 1 - The Business Combination Proposal
Summary of Projected Financial Information
Certain Projected Financial Information, page 77
17.We note your disclosure cautioning investors "not to rely” on the projected financial
information. While it may be appropriate to caution investors not to place undue reliance
upon prospective financial information, it is not appropriate to tell readers to not rely upon
them as you have included the disclosures. Please revise your disclosures accordingly.
18.You expect to generate wood drying revenue, wood vinegar revenue, revenue from carbon
credits trading and fire protection revenue in addition to transportation revenue in future
periods.  Please address the following:

•You disclose that “The inclusion of the forecasted financial information in this proxy
statement/prospectus should not be regarded as an indication that Caravelle, Pacifico,
PubCo or their respective representatives considered or consider the forecasts to be a
reliable prediction of future events, and reliance should not be placed on the
forecasts.”  You also state that the projections should not be looked upon as
“guidance” of any sort.  Provide clear disclosure about the reasons and purpose of
presenting your projections;
•You disclose that the projections were prepared on a reasonable basis despite not
being prepared with a view toward public disclosure or complying with guidelines
established by the AICPA.  Disclose the assumptions underlying your projections for
transportation revenue, market forecasts of demand for your new revenue streams,
average transportation and selling prices, total expenditures, including marine fuel,
research and development expenses and other material projections; and
•You disclose that there is no intention to update or revise the forecasts to reflect
circumstances existing after the date when made or to reflect the occurrence of future
events in the event that any or all the assumptions underlying the forecasts are shown
to be in error.  Be advised that there is an ongoing duty to ensure your projections
continue to be valid prior to the consummation of the business combination.  Tell us
whether or not the projections still reflect management’s views on future performance
and whether you intend to revise the forecasts to reflect the occurrence of future
events.
19.Disclose whether you have sales agreements in place for wood drying, wood vinegar,
carbon credits trading and fire protection.  If so, disclose the terms of the agreements.
20.For each projected year, tell us how much projected revenues are expected from
customers based in China, Hong Kong and Macau.

 FirstName LastNameGuohua Zhang
 Comapany NameCaravelle International Group
 June 9, 2022 Page 6
 FirstName LastNameGuohua Zhang
Caravelle International Group
June 9, 2022
Page 6
21.You state that you intend to enter the carbon trading market to monetize its technological
advances in 2024 on page 101.  However, your projections indicate you will generate
carbon credits trading revenue in 2023.  Revise your projections and disclosures as
necessary.
22.You state “If Caravelle succeeds in monetizing these wood vinegar, Caravelle further
broadens and diversified its business portfolio” on page 102.  This disclosure suggests you
are unsure whether you will be able to monetize wood vinegar.  However, your
projections indicate you will generate wood vinegar revenue in 2023.  Revise your
projections and disclosures as necessary.
23.We note your disclosure that the number of ships owned and leased by Caravelle Group
and its subsidiaries will be 7 in 2022, and that this number "will increase" to 53 vessels in
2025. We further note your disclosure at page 92 that Caravelle does not own any vessels
itself. Please enhance your disclosure to detail the timeline for acquiring such vessels,
including the related assumptions. Also revise the chart to clarify that you project to own
20-30% of the ships in years 2023E and 2025E.
Comparable Company Considerations, page 80
24.Revise to briefly describe the "carbon neutral transformation" businesses of the selected
comparable companies and disclose the reasons why Pacifico believes the selected
companies are comparable to Caravelle's current carbon neutral business operations so
that shareholders may better evaluate the presentation.  Please include similar disclosure
for the Marine Freight and Logistics and Wood Products and Treatment companies.
Material U.S. Federal Income Tax Consequences of the Business Combination, page 84
25.We note the disclosure that "Provided that the Merger qualifies as a transaction governed
by Section 351 of the Code and the requirements of Section 367(a) of the Code are
satisfied, a U.S. holder that exchanges its Pacifico securities in the Business Combination
for PubCo Ordinary Shares generally should not recognize any gain or loss on such
exchange."  Given the foregoing, the tax treatment of the transaction appears mate