PACIFICO ACQUISITION CORP. : Initiation of Direct Financial Obligation or Obligation Under Off-Balance Sheet Arrangement of Registrant, Unregistered Sale of Equity Securities, FD Disclosure, Financial Statements and Exhibits (Form 8-K)

Item 2.03 Creation of a Direct Financial Obligation or Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

On September 13, 2022pursuant to the Amended and Restated Agreement and Proposed Merger entered into between Pacifico Acquisition Corp.a Delaware company (the “Company”), Caravelle Group Co.,Ltd (“Caravelle”) and other parts on August 15, 2022, Caravel has deposited in the Company’s trust account a capital of $575,000representing approximately $0.10 per ordinary share, in order to extend the period available to the Company to effect a business combination for an additional period of three (3) months, from September 16, 2022
at December 16, 2022.

On September 15, 2022the Company has issued an unsecured promissory note (the “Extension Note on fees“), effective from September 13, 2022the amount of
$575,000 at Caravel. The extension Note on fees does not bear interest and is repayable in full upon the completion of the business combination of the Company. It is convertible to The Caravel choice upon completion of the business combination of the Company. In such an election, the Extension Note on fees will convert, at the cost of $10.00 per unit, in units identical to the private placement units issued as part of the Company’s initial public offering. These shares are allocated proportionally to all the shareholders of Caravel
based on their ownership percentages in Caravel immediately prior to the closing of the Company’s business combination.

On September 15, 2022the Company has issued an unsecured convertible promissory note (a “Rollover Note”) in the principal amount of $50,000 at Pacifico Capital LLCa Delaware limited liability company (the “Sponsor”). The working capital note has been issued to provide the Company with additional working capital and will not be deposited in the Company’s trust account. The company issued the working capital note in return for a loan from the sponsor to fund the working capital requirements of the company. The Working Capital Note bears no interest and is repayable in full upon completion of the business combination of the Company. It is convertible at the Sponsor’s option (up to
$600,000 of the Total Notes) upon completion of the business combination of the Company. Upon such choice, the Working Capital Note will be converted, at the price of $10.00 per unit, in units identical to the private placement units issued as part of the Company’s initial public offering.

The extension Note on fees is filed as Exhibit 10.1. The working capital note is filed as Exhibit 10.2.

Item 3.02 Unrecorded Sales of Equity securities

The information set forth in Section 2.03 of this Current Report on Form 8-K is incorporated by reference into this Section 3.02. A total of 62,500 private placement units of the Company would be issued if the total principal balance of the Extension Note on fees and the working capital note is converted. The Rights constituting a portion of the Units are exchangeable, subject to the terms and conditions of the Rights, for Common Shares in accordance with the law agreement governing the Rights. The Company relied on Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), in connection with the issuance and sale of the Extension Note on fees and Working Capital Note, as they were issued to sophisticated investors without the intent of distribution, and were not issued by way of general solicitation or publicity.

Item 7.01. FD Regulation Disclosure

On September 16, 2022the Company issued a press release announcing The Caravel
deposit of $575,000 and the issuance by the Extension Company Note on fees, described in point 2.03 above. The press release is attached hereto as Exhibit 99.1 and incorporated into this Section 7.01 by reference.

The information in this Section 7.01, including Exhibit 99.1, is furnished and not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act “), or otherwise subject to liability under this section, and shall not be deemed to be incorporated by reference in any documents filed by the Company under the Securities Act of 1933, as amended or the Exchange Act, regardless regardless of the general language of incorporation into these documents. This current report on Form 8-K shall not be deemed an admission as to the materiality of any of the information contained in this Section 7.01, including Exhibit 99.1.

Item 9.01 Financial statements and supporting documents.



(d) Exhibits:



Exhibit   Description
10.1        Promissory Note issued by the Company to Caravelle on September 15,
          2022, effective as of September 13, 2022.
10.2        Promissory Note issued by the Company to Caravelle on September 15,
          2022.
99.1        Press Release dated September 16, 2022.
104       Cover Page Interactive Data File (embedded within the Inline XBRL
          document)




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