Form 6-K/A - Report of foreign issuer [Rules 13a-16 and 15d-16]: [Amend]

 

 

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

 

FORM 6-K/A

(Amendment No.1)

 

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE ACT OF 1934

 

For the month of October 2024

 

Commission File Number 001-41573

 

CARAVELLE INTERNATIONAL GROUP
(Translation of registrant’s name into English)

 

Office Unit 1125,

11/F, Lee Garden One,

33 Hysan Ave,

Causeway Bay, Hong Kong

[phone]

(Address of principal executive office)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

 

Form 20-F ☒      Form 40-F ☐

 

 

 

 

 

 

Explanatory Note

 

This Amendment No. 1 to Current Report on Form 6-K/A (the “6-K Amendment”) is being filed to amend the Current Report on Form 6-K of Caravelle International Group (the “Company”) filed on October 30. 2024 (the “Original 6-K”). The Original 6-K included disclosure with respect to change of directors. This 6-K Amendment amends and restates the Original Form 6-K in order to correct an inadvertent numeric error in the Exhibit 99.1. The Press Release in the Original 6-K contained an erroneous number which should have been “US$300 Million.”

 

Change of Directors

 

Effective October 15, 2023, Ms. Xuanhua Xi resigned as a director of Caravelle International Group (the “Company” or the “Registrant”). The resignation of Ms. Xi, who also served as chairman of the audit committee (the “Audit Committee”) of the Company’s Board of Directors (the “Board”), was not a result of any disagreement with the Company on any matter related to the operations, policies, or practices of the Company.

 

On October 16, 2024, Mr. Jinyu Chang was elected to serve a director and Chairman of the Board and Mr. Xin He was elected to serve as a director and was appointed to serve as the chairman of the Audit Committee by the affirmative vote of the remaining members of the Board.

 

Mr. Jinyu Chang is a Co-Founder of High Trend International, a holding company focused on the investment and development of projects involving municipal smart cities and smart street light points and has been managing the company since January 1, 2018. From January 1, 2011 to December 31, 2017, Mr. Chang served as the Chairman of the Board of High Trend Technology Co., Ltd., a company focused on the investment and development of smart city projects. Mr. Chang has a bachelor’s degree in Administrative Management from Tianjin University of Finance and Economics.

 

Mr. Xin He has served as the Chief Financial Officer of Wanda America Entertainment, Inc., an entertainment holding company, since May 2012. Mr. He currently serves as the Chief Executive Officer of Professional Diversity Network Inc. (Nasdaq: IPDN) having held multiple executive positions since 2019. Professional Diversity Network Inc. is an operator of professional networks with a focus on diversity. In 2013, Mr. He led the initial public offering of AMC Entertainment Holdings Inc. and its listing on the New York Stock Exchange. Mr. He has a bachelor’s degree and a masters’ degree of Science in Taxation from Central University of Finance and Economics in Beijing, and a masters’ degree of Science in Accounting from Seton Hall University in New Jersey. He is also a Certified Public Accountant in both China and in New York.

 

Issuance of Press Release

 

On October 30, 2024, the Company issued a press release announcing the election of Mr. Chang and Mr. He to its Board. A copy of the press release is attached to this Form 6-K as Exhibit 99.1.

 

EXHIBIT LIST

 

Exhibit Index
Exhibit 99.1		Press Release

 

1

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Date: October 30, 2024	CARAVELLE INTERNATIONAL GROUP
	By:	/s/ Hanxi Chang
		Hanxi Chang
		Chief Executive Officer
		(Principal Executive Officer)

 

 

2

 

Exhibit 99.1

 

Caravelle International Group Appoints Jinyu Chang as Chairman and Xin He As An Independent Director

 

Singapore, October 30, 2024 / PRNewswire — Caravelle International Group (NASDAQ: HTCO), a global ocean technology company, today announced the appointment of Jinyu Chang as Chairman of the Board of Directors and Xin He as an independent director and Chair of the Audit Committee. These strategic appointments come at a pivotal moment as the Company is focused on enhancing its internal management systems and advancing its commitment to ocean carbon neutrality.

 

Mr. Chang is a Co-Founder of High Trend International, an investment holding company with a significant footprint in smart city and smart lighting initiatives. Through various joint ventures, High Trend International has become one of the largest concession holders in Latin America, operating and developing approximately 1,000,000 lighting points. The company’s projects encompass small cell 5G tower rentals, IoT devices, Wi-Fi zones, and cameras, with project financings exceeding US$300 Million. With over 20 years of experience in smart city development, Mr. Chang is poised to provide invaluable insights into the maritime industry’s transition towards sustainability.

 

Mr. He has served as the CFO for Wanda America Entertainment Inc. since May 2012. He has overseen the development of the iconic 101-story “Vista Tower” in Chicago and the $2.6 billion acquisition of AMC Entertainment Inc. Mr. He’s expertise extends to multiple executive roles at Professional Diversity Network Inc. (Nasdaq: IPDN) since 2019. His background in public companies and cross-border mergers and acquisitions makes him an asset to our company.

 

The appointments of Mr. Chang and Mr. He reflect Caravelle International Group’s dedication to strengthening its internal management systems and promoting sustainable business practices.

 

About Caravelle International Group

 

Caravelle is a global ocean technology company with businesses in international shipping and marine carbon neutrality. The company is committed to improving shipping efficiency through innovative technologies and promoting sustainable development in the industry. Caravelle is headquartered in Singapore.

 

Forward Looking Statements

 

This announcement contains “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact, including, without limitation, those with respect to the objectives, plans and strategies of the Company set forth herein and those preceded by or that include the words “believe,” “expect,” “anticipate,” “future,” “will,” “intend,” “plan,” “estimate” or similar expressions, are “forward-looking statements”. Such statements include, but are not limited to risks detailed in the Company’s filings with the U.S. Securities and Exchange Commission, including its Annual Report on Form 20-F for the fiscal year ended October 31, 2022. These forward-looking statements involve a number of risks and uncertainties, which could cause the Company’s future results to differ materially from those anticipated. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements. All information provided in this press release is as of the date of the publication, and the Company does not undertake any obligation to update any forward-looking statement, except as required under applicable law.

Contact

 

Caravelle International Group

 

Office Unit 1125, 11/F, Lee Garden One, 33 Hysan Ave,

Causeway Bay,

Hong Kong

Attention: Tracy Xia

Email: [e-mail]

 

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