Exhibit
10.7


 


September
13, 2021


 


Pacifico
Acquisition Corp.

521 Fifth Avenue 17th Floor


New
York, NY 10175


 


Ladies
and Gentlemen:


 


Pacifico
Acquisition Corp. (the “Company”), a blank check company formed for the purpose of acquiring one or more businesses or entities
(a “Business Combination”), intends to register its securities under the Securities Act of 1933, as amended (“Securities
Act”), in connection with its initial public offering (“IPO”), pursuant to a registration statement on Form S-1 (“Registration
Statement”).


 


The
undersigned hereby commits that it will purchase 50,000 units of the Company (“Placement Units”), each Placement Unit consisting
of one share of common stock of the Company, par value $0.0001 per share (the “Common Stock”) and one right to receive one-tenth
(1/10) of a share of Common Stock (each a “Right”), at $10.00 per Placement Unit, for a purchase price of $500,000 (the “Placement
Unit Purchase Price”). 


 


The
undersigned hereby agrees that it will purchase an additional amount of units of the Company (“Over-Allotment Units”), up
to a maximum of 7,500 Over-Allotment Units, or a maximum purchase price of $75,000 (“Over-Allotment Unit Purchase Price”,
together with the Placement Unit Purchase Price, the “Purchase Price”), in the event that the underwriters in the IPO exercises
its over-allotment option, such that the amount held in the trust account (as described in the Registration Statement, the “Trust
Account”) does not fall below $10.10 per share for each share of Common Stock sold in the IPO.


 


The
consummation of the purchase and issuance of the Placement Units shall occur simultaneously with the consummation of the IPO and the
consummation of the purchase and issuance of the Over-Allotment Units shall occur simultaneously with the closing of any exercise of
the over-allotment option related to the IPO.


  


The
Placement Units and Over-Allotment Units will be identical to the units to be sold by the Company in the IPO. Additionally, the undersigned
agrees:


 


	 	●	to
    vote the shares of Common Stock included in the Placement Units and Over-Allotment Units in favor of any proposed Business Combination;
	 	 	 
	 	●	not
    to propose, or vote in favor of, an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Certificate
    of Incorporation”) that would affect the substance or timing of the Company’s obligation to redeem 100% of the Company’s
    shares of Common Stock sold in the IPO if the Company does not complete an initial Business Combination within 12 months from the
    closing of the IPO (or 15 or 18 months, as applicable), unless the Company provides the holders of shares of Common Stock underlying
    the units sold in the IPO with the opportunity to redeem their shares of Common Stock upon approval of any such amendment at a per-share
    price, payable in cash, equal to the aggregate amount of the Trust Account, including interest earned on Trust Account and not previously
    released to the Company to pay the Company’s franchise and income taxes, divided by the number of then outstanding shares of
    Common Stock underlying the units sold in the IPO;


 


	 	●	not
    to convert any shares of Common Stock included in the Placement Units and Over-Allotment Units into the right to receive cash from
    the Trust Account in connection with a shareholder vote to approve either a Business Combination or an amendment to the provisions
    of the Certificate of Incorporation, and not to tender any shares of Common Stock included in the Placement Units and Over-Allotment
    Units in connection with a tender offer conducted prior to the closing of a Business Combination;




 






     


     


    

 


	 	●	that
    the undersigned will not participate in any liquidation distribution with respect to the Placement Units and Over-Allotment Units
    or any underlying securities (but will participate in liquidation distributions with respect to any units or shares of Common Stock
    purchased by the undersigned in the IPO or in the open market) if the Company fails to consummate a Business Combination;


 


	 	●	that
    the Placement Units, Over-Allotment Units and underlying securities will not be transferable until after the consummation of a Business
    Combination except (i) to the Company’s pre-IPO shareholders, or to the Company’s officers, directors, advisors and employees,
    (ii) transfers to the undersigned’s affiliates or its members upon its liquidation, (iii) to relatives and trusts for estate
    planning purposes, (iv) by virtue of the laws of descent and distribution upon death, (v) pursuant to a qualified domestic relations
    order, (vi) by private sales made in connection with the consummation of a Business Combination at prices no greater than the price
    at which the Placement Units were originally purchased or (vii) to the Company for cancellation in connection with the consummation
    of a Business Combination, in each case (except for clause vii) where the transferee agrees to the terms of the transfer restrictions;
    and


 


	 	●	the
    Placement Units and Over-Allotment Units will include any additional terms or restrictions as is customary in other similarly structured
    blank check company offerings or as may be reasonably required by the underwriters in the IPO in order to consummate the IPO, each
    of which will be set forth in the Registration Statement.


  


The
undersigned acknowledges and agrees that the purchaser of the Placement Units and Over-Allotment Units will execute agreements in form
and substance typical for transactions of this nature necessary to effectuate the foregoing agreements and obligations prior to the consummation
of the IPO as are reasonably acceptable to the undersigned, including but not limited to an insider letter.


 


The
undersigned hereby represents and warrants that:


 


	 	(a)	it
    has been advised that the Placement Units and Over-Allotment Units have not been registered under the Securities Act;


 


	 	(b)	it
    will be acquiring the Placement Units and Over-Allotment Units for its account for investment purposes only;


 


	 	(c)	it
    has no present intention of selling or otherwise disposing of the Placement Units and Over-Allotment Units in violation of the securities
    laws of the United States;


 


	 	(d)	it
    is an “accredited investor” as defined by Rule 501 of Regulation D promulgated under the Securities Act; 


 


	 	(e)	it
    has had both the opportunity to ask questions and receive answers from the officers and directors of the Company and all persons
    acting on its behalf concerning the terms and conditions of the offer made hereunder;


 


	 	(f)	it
    is familiar with the proposed business, management, financial condition and affairs of the Company;


 


	 	(g)	it
    has full power, authority and legal capacity to execute and deliver this letter and any documents contemplated herein or needed to
    consummate the transactions contemplated in this letter; and


 


	 	(h)	this
    letter constitutes its legal, valid and binding obligation, and is enforceable against it.


 


The
undersigned agrees that, in accordance with FINRA Rule 5110(e)(1), it will not sell, transfer, assign, pledge or hypothecate in whole
or in part any Placement Units, shares of Common Stock, warrants and rights underlying the Placement Units, or shares of Common Stock
that are issuable pursuant to the warrants or rights included in the Placement Units (in whole or in part) or any interest herein, or
subject any such securities to any hedging, short sale, derivative or put or call transaction that would result in the economic disposition
of such securities, for a lock-up period of 180 days following the effective date of the Registration Statement or the commencement of
sales in the IPO to anyone other than (i) an underwriter or a selected dealer participating in the IPO or (ii) any officer or partner
of any such underwriter or selected dealer. Additionally, certain registration rights have been provided with respect to the Placement
Units purchased by the undersigned and other holders, which registration rights will at all times be in compliance with FINRA Rule 5110(g)(8)(B)-(D).


 


[Signature
Page Follows]


 






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This
letter agreement constitutes the entire agreement between the undersigned and the Company with respect to the purchase of the Placement
Units and Over-Allotment Units, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties,
both written and oral, with respect to the same. 


 


	 	Very truly yours,
	 	 
	 	Chardan Capital Markets, LLC
	 	   
	 	By:	/s/
Shai Gerson                            
	 	Name: 	Shai
Gerson
	 	Title:	Partner



  


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



 


Signature Page to Private Placement Units Subscription
Agreement


 


 


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