Caravelle International Group announced a private placement to issue Senior Secured Convertible Promissory Note with 2 institutional investors for the gross proceeds of $6,800,000 on January 5, 2024. The investment is structured as a Senior Secured Convertible Promissory Note with an 18-month term and is convertible into ordinary shares of the company at a starting price of $1.00 per share, subject to adjustments. Investors also received five-year warrants covering 50% of their investment amount, with the same initial exercise price.

The announcement of this private placement does not constitute an offer to sell or a solicitation of an offer to buy any securities, and there will be no sale of these securities in any jurisdiction where such offer, solicitation, or sale would be unlawful before registration or qualification under the securities laws of that jurisdiction. The Note will be repayable in cash upon maturity. Prior to maturity, the Investors can convert the Note into ordinary shares at conditions specified in the agreement.

The Note contains certain prepayment options and participation rights. The private placement is subject to customary closing conditions. As part of the investment, the Investors are also granted five-year warrants equal to 50% of the funded amount at an initial exercise price equal to $1.00 per share, subject to adjustment.