CACO Caravelle International Group

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

_________________

FORM 6-K

_________________

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

For the month of May 2024.

Commission File Number 001-41573

_________________

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

_________________

60 Paya Lebar Road
#06-17 Paya Lebar Square
Singapore 409051
(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:

On May 6, 2024, the board of directors (the “Board”) of Caravelle International Group (the “Company”) has approved a reverse split (a “share consolidation” under Cayman Islands law) pursuant to which every 10 issued and unissued ordinary shares of the Company, par value US$0.0001 per share, will be consolidated into 1 ordinary share, par value US$0.001 per share (the “Reverse Split”), with the corresponding change of the authorized share capital of the Company from US$50,000 divided into 500,000,000 ordinary shares, par value US$0.0001 per share, to US$50,000 divided into 50,000,000 ordinary shares, par value of US$0.001 per share. Any fractional shares resulting from the Reverse Split will be rounded to the next whole share.

The Reverse Split requires to be approved by shareholders of the Company. For the purposes of seeking shareholder approval of the Reverse Split, the Board has scheduled an extraordinary general meeting of shareholders (the “EGM”) to be held in accordance with Cayman Islands laws on May 22, 2024, at 9:00 a.m. Eastern Daylight time, at the following address: 191-195 Avenue Charles de Gaulles, Neuilly sur Seine, Paris, France, with the option to attend the EGM virtually at https://us05web.zoom.us/j/83633313304?pwd=a7fTLRlAZFVf60awyB53DxRl1saSxr.1. On May 6, 2024, the Company distributed a notice of the EGM, in accordance with applicable provisions of the Company’s memorandum and articles of association, in relation to the Reverse Split, to be considered for approval by the shareholders of the Company at the EGM (the “EGM Notice”). The EGM Notice is attached as Exhibit 99.1 to this Report on Form 6-K. All shareholders of record as of the close of business on May 3, 2024 are entitled to vote at the EGM in person or by proxy.

Exhibit 99.1

Caravelle International Group

(the “Company”)

Notice of Extraordinary General Meeting of the Company

Notice is hereby given that an Extraordinary General Meeting of the Company (the “EGM”) will be held at 191-195 Avenue Charles de Gaulles, Neuilly sur Seine, Paris, France, with the option for shareholders to attend the EGM virtually at https://us05web.zoom.us/j/83633313304?pwd=a7fTLRlAZFVf60awyB53DxRl1saSxr.1, on May 22, 2024 at 9 a.m. Eastern Daylight Time, for the purpose of considering and, if thought fit, passing and approving the following resolutions:

By Ordinary Resolution that:

(a)     effective immediately following the close of the EGM, every 10 issued and unissued ordinary shares of a par value of US$0.0001 each in the Company’s existing share capital be consolidated into 1 ordinary share of a par value of US$0.001 (each a “Consolidated Share”) and such Consolidated Shares shall rank pari passu in all respects with each other and have the rights and privileges and be subject to the restrictions as contained in the amended and restated memorandum and articles of association of the Company (the “Share Consolidation”), so that immediately following the Share Consolidation, the authorised share capital of the Company shall be changed:

FROM US$50,000 divided into 500,000,000 ordinary shares of a par value of US$0.0001 each

TO US$50,000 divided into 50,000,000 ordinary shares of a par value of US$0.001 each;

(b)    no fractional shares be issued in connection with the Share Consolidation and all fractional shares resulting from the Share Consolidation will be rounded up to the whole number of shares;

(c)     any director of the Company (each a “Director”) be and is hereby authorised to do all such acts and things and execute all such documents, which are ancillary to or in connection with the Share Consolidation, on behalf of the Company, including under seal where applicable, as he/she considers necessary, desirable or expedient to give effect to the foregoing arrangements for the Share Consolidation;

(d)    the Company’s registered office provider be instructed to make all necessary filings with the Registry of Companies in the Cayman Islands in connection with the Share Consolidation; and

(e)     the Company’s share registrar and transfer agent be instructed to update the register of members of the Company and that upon the surrender to the Company of the existing share certificates (if any) that they be cancelled and that any Director be instructed to prepare, sign, seal and deliver on behalf of the Company new share certificates accordingly.

Registered Office:
c/o Maples Corporate Services Limited
PO Box 309, Ugland House
Grand Cayman
KY1-1104
Cayman Islands

*       A form of proxy has been included with this Notice.

NOTES

IF YOU HAVE EXECUTED A STANDING PROXY, YOUR STANDING PROXY WILL BE VOTED AS INDICATED IN NOTE 2 BELOW, UNLESS YOU ATTEND THE EGM IN PERSON OR SEND IN A SPECIFIC PROXY.

1       A proxy need not be a shareholder of the Company. A shareholder entitled to attend and vote at the EGM is entitled to appoint one or more proxies to attend and vote in his/her stead.

2       Any standing proxy previously deposited by a shareholder with the Company will be voted in favour of the resolutions to be proposed at the EGM unless revoked prior to the EGM or the shareholder attends the EGM in person or executes a specific proxy.

3       A form of proxy for use at the EGM is enclosed. Whether or not you propose to attend the EGM in person, you are strongly advised to complete and sign the enclosed form of proxy in accordance with the instructions printed on it and then deposit it (together with any power of attorney or other authority under which it is signed or a notarially certified copy of that power or authority) at 191-195 Avenue Charles de Gaulles, Neuilly sur Seine, Paris, France, or send copies of the foregoing by email to info@caravelleglobal.com.cn, in each case marked for the attention of Caravelle International Group, Guohua Zhang, not later than 48 hours before the time for the holding of the EGM or adjourned EGM in accordance with the Articles of Association of the Company. Returning the completed form of proxy will not preclude you from attending the EGM and voting in person if you so wish.

4       If two or more persons are jointly registered as holders of a share, the vote of the senior person who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of other joint holders. For this purpose seniority shall be determined by the order in which the names stand on the Company’s register of shareholders in respect of the relevant shares.

5       A shareholder holding more than one share entitled to attend and vote at the EGM need not cast the votes in respect of such shares in the same way on any resolution and therefore may vote a share or some or all such shares either for or against a resolution and/or abstain from voting a share or some or all of the shares and, subject to the terms of the instrument appointing any proxy, a proxy appointed under one or more instruments may vote a share or some or all of the shares in respect of which he is appointed either for or against a resolution and/or abstain from voting.

6       The quorum for the EGM is two or more shareholders present in person or by proxy which carry not less than one-half of all votes attaching to the shares in the Company in issue and entitled to vote on the resolutions to be considered at the EGM.

Caravelle International Group

(the “Company”)

FORM OF PROXY FOR SHAREHOLDERS

I/We_________________________________________________________________________

Please Print Name(s)

of ___________________________________________________________________________

Please Print Address(es)

being (a) shareholder(s) of the Company with ____________ shares respectively hereby appoint

________________________________ of __________________________________________

or failing him/her

________________________________ of __________________________________________

or failing him/her the duly appointed chairperson, Guohua Zhang, the Company’s Chief Executive Officer and Director (the “Chairperson”) of the Extraordinary General Meeting of the Company (the “EGM”) as my/our proxy to vote for me/us and on my/our behalf at the EGM to be held on 22 May 2024 at 9 a.m. Eastern Daylight Time at 191-195 Avenue Charles de Gaulles, Neuilly sur Seine, Paris, France, with the option to attend the EGM virtually by using the following link: https://us05web.zoom.us/j/83633313304?pwd=a7fTLRlAZFVf60awyB53DxRl1saSxr.1 and at any adjournment of the EGM. My/Our proxy is instructed to vote on a poll or on a show of hands on the resolutions in respect of the matters specified in the Notice of the EGM as indicated below:

NOTES

IF YOU HAVE EXECUTED A STANDING PROXY, YOUR STANDING PROXY WILL BE VOTED AS INDICATED IN NOTE 2 BELOW, UNLESS YOU ATTEND THE EGM IN PERSON OR COMPLETE AND SEND IN THIS FORM APPOINTING A SPECIFIC PROXY.

1       A proxy need not be a shareholder of the Company. A shareholder entitled to attend and vote at the EGM is entitled to appoint one or more proxies to attend and vote in his/her stead. Please insert the name of the person(s) of your own choice that you wish to be appointed proxy in the space provided, failing which the Chairperson will be appointed as your proxy.

2       Any standing proxy previously deposited by a shareholder with the Company will be voted in favour of the resolutions to be proposed at the EGM unless revoked prior to the EGM or the shareholder attends the EGM in person or completes and returns this form appointing a specific proxy.

3       Whether or not you propose to attend the relevant meeting(s) in person, you are strongly advised to complete and return this form of proxy in accordance with these instructions. To be valid, this form must be completed and deposited (together with any power of attorney or other authority under which it is signed or a notarially certified copy of that power or authority) at 191-195 Avenue Charles de Gaulles, Neuilly sur Seine, Paris, France or send copies of the foregoing by email to info@caravelleglobal.com.cn, in each case marked for the attention of Caravelle International Group, Guohua Zhang, as soon as possible and in any event not later than 48 hours before the time for holding the relevant meeting or any adjourned meeting. Returning this completed form of proxy will not preclude you from attending the relevant meeting(s) and voting in person if you so wish.

4       If two or more persons are jointly registered as holders of a share, the vote of the senior person who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of other joint holders. For this purpose seniority shall be determined by the order in which the names stand on the Company’s register of shareholders in respect of the relevant shares. The senior holder should sign this form, but the names of all other joint holders should be stated on the form in the space provided.

5       If this form is returned without an indication as to how the proxy shall vote, the proxy will exercise his/her discretion as to whether he/she votes and if so how.

6       This form of proxy is for use by shareholders only. If the appointor is a corporate entity this form of proxy must either be under its seal or under the hand of some officer or attorney duly authorised for that purpose.

7       Any alterations made to this form must be initialled by you.

8       A proxy may vote on a show of hands or on a poll.