Exhibit 10.1


 


THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD,
TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY
SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.


 


PROMISSORY NOTE


 


	Principal Amount: $200,000	Dated as of October 24, 2022


 


Pacifico Acquisition Corp.,
a Delaware corporation (the “Maker”), promises to pay to the order of Pacifico Capital LLC or its registered assigns
or successors in interest (the “Payee”) the principal sum of Two Hundred Thousand Dollars ($200,000)
in lawful money of the United States of America, on the terms and conditions described below. All payments on this Note shall be made
by check or wire transfer of immediately available funds or as otherwise determined by the Maker to such account as the Payee may from
time to time designate by written notice in accordance with the provisions of this Note.


 


		1.	Principal. The principal balance of this Promissory Note (this “Note”) shall
be payable promptly on the date on which the Maker consummates an initial business combination (a “Business Combination”)
with a target business (as described in its initial public offering prospectus dated September 13, 2021 (the “Prospectus”)).
The principal balance may not be prepaid without the consent of the Payee.



 


		2.	Conversion Rights. The Payee has the right, but not the obligation, to convert this Note (up to $600,000 of the total notes),
in whole or in part, into private units (the “Units”) of the Maker containing the same securities as issued in the
Maker’s initial public offering and as described in the Prospectus, by providing the Maker with written notice of its intention
to convert this note at least one business day prior to the closing of a Business Combination. The number of Units to be received by the
Payee in connection with such conversion shall be an amount determined by dividing (x) the sum of the outstanding principal amount payable
to such Payee, by (y) $10.00.



 


		(a)	Fractional Securities. No fractional Units will be issued upon conversion of this Note. In lieu
of any fractional Units to which Payee would otherwise be entitled, Maker will pay to Payee in cash the amount of the unconverted principal
balance of this note that would otherwise be converted into such fractional share.



 


		(b)	Effect of Conversion. If the Maker timely receives notice of the Payee’s intention to convert
this note at least one business day prior to the closing of a Business Combination, this Note shall be deemed to be converted on the date
the Business Combination closes. At its expense, the Maker will, as soon as practicable after receiving this Note for cancellation after
the closing of a Business Combination (assuming receipt of timely notice of conversion), issue and deliver to Payee, at Payee’s
address or such other address requested by Payee, a certificate or certificates for the number of Units to which Payee is entitled upon
such conversion (bearing such legends as are customary pursuant to applicable state and federal securities laws), including a check payable
to Payee for any cash amounts payable as a result of any fractional shares as described herein.



 






     


     


    

 


		3.	Interest. No interest shall accrue on the unpaid principal balance of this Note.



 


		4.	Application of Payments. All payments shall be applied first to payment in full of any costs incurred
in the collection of any sum due under this Note, including (without limitation) reasonable attorney’s fees, then to the payment
in full of any late charges and finally to the reduction of the unpaid principal balance of this Note.



 


		5.	Events of Default. The following shall constitute an event of default (“Event of Default”):



 


		(a)	Failure to Make Required Payments. Failure by Maker to pay the principal of this Note within five
(5) business days following the date when due.



 


		(b)	Voluntary Liquidation, Etc. The commencement by Maker of a proceeding relating to its bankruptcy,
insolvency, reorganization, rehabilitation or other similar action, or the consent by it to the appointment of, or taking possession by,
a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) for Maker or for any substantial part of
its property, or the making by it of any assignment for the benefit of creditors, or the failure of Maker generally to pay its debts as
such debts become due, or the taking of corporate action by Maker in furtherance of any of the foregoing.



 


		(c)	Involuntary Bankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction
in the premises in respect of maker in an involuntary case under any applicable bankruptcy, insolvency or similar law, for the appointing
of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) for Maker or for any substantial part of its
property, or ordering the winding-up or liquidation of the affairs of Maker, and the continuance of any such decree or order unstayed
and in effect for a period of 60 consecutive days.



 


		6.	Remedies.



 


		(a)	Upon the occurrence of an Event of Default specified in Section 5(a) hereof, Payee may, by written notice
to Maker, declare this Note to be due immediately and payable, whereupon the unpaid principal amount of this Note, and all other amounts
payable hereunder, shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which
are hereby expressly waived, anything contained herein or in the documents evidencing the same to the contrary notwithstanding.



 


		(b)	Upon the occurrence of an Event of Default specified in Sections 5(b) and 5(c), the unpaid principal balance
of this Note, and all other sums payable with regard to this Note, shall automatically and immediately become due and payable, in all
cases without any action on the part of Payee.



 


		7.	Waivers. Maker and all endorsers and guarantors of, and sureties for, this Note waive presentment
for payment, demand, notice of dishonor, protest, and notice of protest with regard to the Note, all errors, defects and imperfections
in any proceedings instituted by Payee under the terms of this Note, and all benefits that might accrue to Maker by virtue of any present
or future laws exempting any property, real or personal, or any part of the proceeds arising from any sale of any such property, from
attachment, levy or sale under execution, or providing for any stay of execution, exemption from civil process, or extension of time for
payment; and Maker agrees that any real estate that may be levied upon pursuant to a judgment obtained by virtue hereof, on any writ of
execution issued hereon, may be sold upon any such writ in whole or in part in any order desired by Payee.



 






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		8.	Unconditional Liability. Maker hereby waives all notices in connection with the delivery, acceptance,
performance, default, or enforcement of the payment of this Note, and agrees that its liability shall be unconditional, without regard
to the liability of any other party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or
modification granted or consented to by Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that
may be granted by Payee with respect to the payment or other provisions of this Note, and agrees that additional makers, endorsers, guarantors,
or sureties may become parties hereto without notice to Maker or affecting Maker’s liability hereunder.



 


		9.	Notices. Any notice called for hereunder shall be deemed properly given if (i) sent by certified
mail, return receipt requested, (ii) personally delivered, (iii) dispatched by any form of private or governmental express mail or delivery
service providing receipted delivery or (iv) sent by facsimile or (v) by e-mail to the following addresses or to such other address as
either party may designate by notice in accordance with this Section:



 


If to Maker:


 


Pacifico Acquisition Corp.


c/o Pacifico Capital LLC


521 Fifth Avenue 17th Floor


New York, NY 10175


Attn: Edward Cong Wang


Email: edwardwang@pacificocorp.com


 


If to Payee:


 


Pacifico Capital LLC


521 Fifth Avenue 17th Floor


New York, NY 10175


Attn: Edward Cong Wang


Email: edwardwang@pacificocorp.com


 


Notice shall be deemed given on the
earlier of (i) actual receipt by the receiving party, (ii) the date shown on a facsimile transmission confirmation, (iii) the date reflected
on a signed delivery receipt, or (iv) two (2) Business Days following tender of delivery or dispatch by express mail or delivery service.


 


		10.	Construction. THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF NEW YORK,
WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS THEREOF.



 






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		11.	Jurisdiction. The courts of New York have exclusive jurisdiction to settle any dispute arising
out of or in connection with this agreement (including a dispute relating to any non-contractual obligations arising out of or in connection
with this agreement) and the parties submit to the exclusive jurisdiction of the courts of New York.



 


		12.	Severability. Any provision contained in this Note which is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating
the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable
such provision in any other jurisdiction.



 


		13.	No Claims Against Trust Account. The Payee has been provided a copy of the Prospectus. The Payee
hereby waives any and all right, title, interest or claim of any kind (“Claim”) in or to any amounts contained in the
trust account in which the proceeds of the initial public offering (the “IPO”) conducted by the Maker and the proceeds
of the sale of securities in a private placement that occurred prior to the effectiveness of the IPO, as described in greater detail in
the Prospectus, were placed, and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim from the trust
account or any distribution therefrom for any reason whatsoever. If Maker does not consummate the Business Combination, this Note shall
be repaid only from amounts remaining outside of the Trust Account, if any.



 


		14.	Amendment; Waiver. Any amendment hereto or waiver of any provision hereof may be made with, and
only with, the written consent of the Maker and the Payee.



 


		15.	Assignment. No assignment or transfer of this Note or any rights or obligations hereunder may be
made by any party hereto (by operation of law or otherwise) without the prior written consent of the other party hereto and any attempted
assignment without the required consent shall be void.



 


		16.	Further Assurance. The Maker shall, at its own cost and expense, execute and do (or procure to
be executed and done by any other necessary party) all such deeds, documents, acts and things as the Payee may from time to time require
as may be necessary to give full effect to this Promissory Note.



 


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IN WITNESS WHEREOF, Maker, intending to be legally
bound hereby, has caused this Note to be duly executed by its Chief Executive Officer the day and year first above written.


 


	 	PACIFICO ACQUISITION CORP.
	 	 	 
	 	By: 	/s/ Edward Cong Wang
	 	Name: 	Edward Cong Wang
	 	Title:	Chief Executive Officer



 


	Accepted and Agreed:	 
	 	 	 
	PACIFICO CAPITAL LLC	 
	 	 	 
	By:	/s/ Edward Cong Wang	 
	Name: 	Edward Cong Wang	 
	Title:	Director