United States

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

~~October~~November 2430, 2022

Date of Report (Date of earliest event reported)

Pacifico Acquisition Corp.

(Exact Name of Registrant as Specified in its Charter)

Delaware		001-40801		86-2422615
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

c/o Pacifico Capital LLC

521 Fifth Avenue 17th Floor

New York, NY

10175

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (646) 886 8892

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	PAFO	NASDAQ Capital Market
Rights	PAFOR	NASDAQ Capital Market
Units	PAFOU	NASDAQ Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 25.0307. ~~Creation~~Submission of aMatters ~~Direct~~to ~~Financial~~a ~~Obligation~~Vote ~~or an Obligation under an Off-Balance Sheet Arrangement~~ of aSecurity ~~Registrant~~Holders.

OnAs ~~October~~previously 24reported, on April 5, 2022, Pacifico Acquisition Corp., ~~a Delaware corporation~~ (~~the~~ “~~Company~~Pacifico”), ~~issued~~entered ainto ~~convertible~~that ~~unsecured~~certain ~~promissory~~Agreement ~~note~~and (aPlan ~~“Working Capital Note”) in the principal amount~~ of ~~$200,000~~Merger towhich ~~Pacifico~~was ~~Capital~~amended ~~LLC,~~by ~~a Delaware limited liability company (~~the ~~“Sponsor”).~~Amended ~~The~~and ~~Working~~Restated ~~Capital~~Agreement ~~Note~~and ~~was~~Plan ~~issued~~of toMerger ~~provide~~dated ~~the~~August ~~Company with additional working capital~~15, ~~and~~2022 ~~will~~(as ~~not~~may be ~~deposited~~amended, ~~into~~supplemented ~~the~~or ~~Company’s trust~~otherwise ~~account.~~modified ~~The~~from ~~Company~~time ~~issued~~to time, the ~~Working~~“Merger ~~Capital~~Agreement”), ~~Note~~by inand ~~consideration~~among ~~for~~Pacifico, aCaravelle ~~loan~~International ~~from~~Group, ~~the~~a ~~Sponsor~~Cayman toIslands ~~fund~~exempted ~~the~~company ~~Company’s working~~(“PubCo”), ~~capital~~Pacifico ~~requirements.~~International ~~The~~Group, ~~Working~~a ~~Capital~~Cayman ~~Note~~Islands ~~bears~~exempted nocompany ~~interest~~ and isa ~~repayable~~direct inwholly-owned ~~full~~subsidiary ~~upon the consummation~~ of ~~the~~PubCo ~~Company’s business combination. It is convertible at the Sponsor’s election~~ (up“Merger toSub ~~$600,000 of the total notes~~1”) ~~upon the consummation of the~~, ~~Company’s~~Pacifico ~~business~~Merger ~~combination.~~Sub ~~Upon~~2 ~~such election~~Inc., ~~the~~a ~~Working~~Delaware ~~Capital~~corporation ~~Note~~and ~~will~~a ~~convert,~~direct atwholly-owned asubsidiary ~~price~~ of ~~$10.00~~PubCo ~~per~~(“Merger ~~unit,~~Sub ~~into units~~2”), ~~identical~~and toCaravelle ~~the~~Group ~~private~~Co., ~~placement~~Ltd, ~~units~~a ~~issued~~Cayman inIslands ~~connection~~exempted ~~with~~company ~~the Company’s initial public offering~~(“Caravelle”).

~~The~~Pacifico ~~Working~~held ~~Capital~~its ~~Note~~special ismeeting ~~filed~~of asstockholders on ~~Exhibit~~November 1030, 2022 (the “Special Meeting”) to approve the Merger Agreement and related matters.1 On October 17, 2022, the record date for the Special Meeting, there were 7,495,000 shares of Pacifico’s common stock entitled to be voted at the Special Meeting. At the Special Meeting, there were 6,194,813 shares voted by proxy or in person, which is 82.65% of the total outstanding shares.

~~Item~~The ~~3.02~~final ~~Unregistered~~results ~~Sales~~for each of ~~Equity~~the ~~Securities~~matters submitted to a vote of Pacifico’s stockholders at the Special Meeting are as follows:

~~The~~Proposal ~~information set forth in Item 2~~1.03 Business ofCombination this Current Report on Form 8-K is incorporated by reference into this Item 3.02. An aggregate of 20,000 private placement units of the Company would be issued if the entire principal balance of the Working Capital Note is converted. The rights constituting a part of the units are exchangeable, subject to the terms and conditions of the rights, for shares of common stock as provided in the right agreement governing the rights. The Company has relied upon Section 4(a)(2) of the Securities Act of 1933, as amended, in connection with the issuance and sale of the Working Capital Note, as it was issued to a sophisticated investor without a view to distribution, and was not issued through any general solicitation or advertisement.Proposal

~~Item~~To ~~9.01~~approve ~~Financial~~the ~~Statements~~Business ~~and~~Combination, ~~Exhibits.~~was passed with voting results as follows:

(d) Exhibits:

FOR		AGAINST		ABSTAIN
6,155,465		39,348		0

Exhibit		Description
10.1		Promissory Note issued by the Company to the Sponsor on October 24, 2022.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Proposal 2. Redomestication Proposal

1To approve the Redomestication, was passed with voting results were as follows:

SIGNATURE

FOR		AGAINST		ABSTAIN
6,143,883		50,930		0

~~Pursuant~~Proposal ~~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 hereunto duly authorized~~3. Nasdaq Proposal

Dated: October 25, 2022
PACIFICO ACQUISITION CORP.
By:	/s/ Edward Cong Wang
Name:	Edward Cong Wang
Title:	Chief Executive Officer

To approve the Nasdaq proposal, was passed with voting results as follows:

FOR		AGAINST		ABSTAIN
6,155,465		39,348		0

Proposal 4. Incentive Plan Proposal

To approve PubCo’s 2022 Equity Incentive Plan, was passed with voting results were as follows:

FOR		AGAINST		ABSTAIN
6,139,181		55,632		0

Proposal 5. PubCo Charter Proposal

To approve the PubCo Charter, was passed with voting results were as follows:

FOR		AGAINST		ABSTAIN
6,155,464		39,348		1

Redemption of Common Stock

Pacifico’s public stockholders had the right to elect to redeem all or a portion of their shares of common stock for a per share price calculated in accordance with its organzaitonal documents. Pacifico’s public stockholders holding 5,724,921 shares of common stock, or 99.56% of all outstanding public shares, validly elected to redeem their public shares.

SIGNATURE

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 hereunto duly authorized.

Dated: November 30, 2022

PACIFICO ACQUISITION CORP.

By:	/s/ Edward Cong Wang
Name:	Edward Cong Wang
Title:	Chief Executive Officer

Filing Compare · Pacifico Acquisition Corp.