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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
Date
of Report (Date of earliest event reported): November
29, 2023
COFFEE
HOLDING CO., INC.
(Exact
Name of Registrant as Specified in its Charter)
| Nevada |
|
001-32491 |
|
11-2238111 |
(State
or Other
Jurisdiction of Incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer
Identification No.) |
| 3475
Victory Boulevard, Staten
Island, New
York |
|
10314 |
| (Address
of Principal Executive Offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code (718) 832-0800
Not
Applicable
(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 (see General Instruction A.2. below):
| ☒ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange where registered |
| Common
Stock, par value $0.001 per share |
|
JVA |
|
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 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). ☐
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 ☐
Introductory
Note
As
previously disclosed, on September 29, 2022, Coffee Holding Co., Inc, a Nevada corporation (the “Company,” or “JVA”),
entered into a Merger and Share Exchange Agreement, by and among JVA, Delta Corp Holdings Limited, a Cayman Islands exempted company
(“Pubco”), Delta Corp Holdings Limited, a company incorporated in England and Wales (“Delta”), CHC Merger Sub
Inc., a Nevada corporation and wholly owned subsidiary of Pubco, and each of the holders of ordinary shares of Delta as named therein,
which is referred to herein as the “proposed business combination.”
Item
7.01 Regulation FD Disclosure.
On
November 29, 2023, Delta issued a press release (the “Press Release”) announcing certain business developments.
A
copy of the Press Release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The Press Release is intended to be furnished
and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing
under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by
specific reference in such filing.
Important
Information for Investors and Stockholders
This
current report on Form 8-K is provided for informational purposes only and contains information with respect to the proposed business
combination. This report does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation
of any vote or approval nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation, or
sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. This report
does not constitute a proxy statement, prospectus or any equivalent document. No offering of securities shall be made except by means
of a prospectus meeting the requirements of Section 10 of the Securities Act, as amended, or an exemption therefrom.
In
connection with the proposed business combination, Pubco (named Delta Corp Holdings Limited or Delta Corp Holdings Ltd) has filed a registration
statement on Form F-4 with the SEC (as amended, the “Registration Statement”), which includes a preliminary prospectus with
respect to Pubco’s securities to be issued in connection with the proposed business combination and a preliminary proxy statement
to be distributed to holders of JVA’s common stock in connection with JVA’s solicitation of proxies for the vote by JVA’s
stockholders with respect to the proposed business combination and other matters described in the Registration Statement. The Registration
Statement has not been declared effective by the SEC. After the Registration Statement is declared effective by the SEC, a definitive
proxy statement/prospectus will be mailed to stockholders of JVA as of the record date in the future to be established for voting on
the proposed business combination and will contain important information about the proposed business combination and related matters.
INVESTORS AND SECURITY HOLDERS OF JVA, PUBCO AND OTHER INTERESTED PERSONS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND OTHER
DOCUMENTS THAT HAVE BEEN OR WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN
OR WILL CONTAIN IMPORTANT INFORMATION. Security holders and other interested persons may obtain free copies of the Registration Statement,
preliminary proxy statement/prospectus, definitive proxy statement/prospectus, and other relevant material (in each case when available)
at the website maintained by the SEC at www.sec.gov. or by directing a request to: Coffee Holding Co., Inc. 3475 Victory Boulevard,
Staten Island, New York 10314, Attn: Andrew Gordon, Chief Executive Officer.
Certain
Information Regarding Participants in the Solicitation
This
Form 8-K is not a solicitation of a proxy from any investor or securityholder. JVA, Delta, Pubco and each of their directors, executive
officers and certain other members of management and employees may, under SEC rules, be deemed to be participants in the solicitation
of proxies from the stockholders of JVA with respect to the proposed business combination. Information about the directors and executive
officers of JVA, including their ownership of shares of JVA common stock, is included in JVA’s Annual Report on Form 10-K for the
year ended October 31, 2022, which was filed with the SEC on March 29, 2023. Such information and names of JVA’s directors and
executive officers are also in the Registration Statement on Form F-4 filed with the SEC by Pubco, which includes a proxy statement of
JVA.
Additional
information regarding the interests of participants in the solicitation of proxies in connection with the proposed business combination
are likewise included in the Registration Statement. You may obtain free copies of these documents as described above.
Cautionary
Note Regarding Forward-Looking Statements
This
report contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation
Reform Act of 1995 and other U.S. federal securities laws. All statements other than statements of historical facts contained in this
report, including statements regarding JVA, Pubco or Delta’s future results of operations and financial position, JVA, Pubco and
Delta’s business strategy, prospective costs, timing and likelihood of success, plans and objectives of management for future operations,
future results of current and anticipated operations of JVA, Pubco and Delta, and the expected value of the combined company after the
transactions, are forward-looking statements. These forward-looking statements generally are identified by the words “believe,”
“project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,”
“future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,”
“will be,” “will continue,” “will likely result,” and similar expressions. These forward-looking
statements are subject to a number of risks, uncertainties and assumptions, including, but not limited to, the following risks relating
to the proposed transaction: the occurrence of any event, change or other circumstances that could give rise to the termination of the
transaction agreement; the risk that the transaction may not be completed in a timely manner or at all, which may adversely affect the
price of JVA’s securities; the occurrence of any event, change or other circumstances that could give rise to the termination of
the transaction agreement; the inability to complete the transactions contemplated by the transaction agreement, including due to failure
to obtain approval of the stockholders of JVA or other conditions to closing in the transaction agreement; the inability to obtain or
maintain the listing of Pubco ordinary shares on Nasdaq following the transaction; the risk that the transactions disrupt current plans
and operations of JVA as a result of the announcement and consummation of the transactions; the ability to recognize the anticipated
benefits of the transactions, which may be affected by, among other things, competition, the ability of the combined company to grow
and manage growth economically and hire and retain key employees; costs related to the transactions; changes in applicable laws or regulations;
the possibility that JVA, Pubco or Delta may be adversely affected by other economic, business, and/or competitive factors; and other
risks and uncertainties to be identified in the proxy statement/prospectus (when available) relating to the transactions, including those
under “Risk Factors” therein, and in other filings with the SEC made by JVA and Pubco. Moreover, JVA, Pubco, and Delta operate
in very competitive and rapidly changing environments. Because forward-looking statements are inherently subject to risks and uncertainties,
some of which cannot be predicted or quantified and some of which are beyond JVA’s, Pubco’s or Delta’s control, you
should not rely on these forward-looking statements as predictions of future events. Forward-looking statements speak only as of the
date they are made. For these reasons, investors and other interested persons are cautioned not to put undue reliance on forward-looking
statements. Neither JVA, Pubco, nor Delta undertake any obligation to update or revise these forward-looking statements, to reflect information,
events, or otherwise after the date of this report, except as required by applicable law.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
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.
| |
COFFEE
HOLDING CO., INC. |
| |
|
|
| |
By: |
/s/
Andrew Gordon |
| |
Name: |
Andrew
Gordon |
| |
Title: |
President
and Chief Executive Officer |
| |
|
|
| Date:
November 29, 2023 |
|
|
Exhibit
99.1
Delta
Corp Holdings Limited Announces Development of a Multimodal Logistics Park in Nagpur, India
LONDON,
UNITED KINGDOM November 29, 2023 (GLOBE NEWSWIRE) — Delta Corp Holdings Limited (“Delta” or the “Company”),
a leading international third-party logistics provider, and certain of its subsidiaries today announced a significant milestone in its
strategic growth plan with an award for the development of a state-of-the art multimodal logistics park (“MMLP”) in Nagpur,
India by the National Highways Logistics Management Limited, a subsidiary of the National Highways Authority of India (“NHAI”).
The project is being developed on a design, build, finance, operate, and transfer basis and Delta will be responsible for the construction
and operating and maintenance of the MMLP for a term of 45 years. The project is part of the Indian government’s PM Gati Shakti
- National Master Plan for Multi-Modal connectivity across India.
Located
in the center of India in one of the fastest growing manufacturing and agricultural regions of the world, the MMLP in Nagpur will be
a comprehensive solution to reduce logistics bottlenecks and transportation costs in the region. The approximately 150-acre facility
will be developed in three phases and equipped with rail and trucking facilities for freight handling and distribution, warehousing,
storage, customs clearance and bonding.
Project
Highlights:
| |
1. |
Executing
Our Strategy: The project marks a pivotal step in Delta’s strategic growth initiatives, further positioning the Company
as a major participant in the international logistics landscape. |
| |
2. |
Cost
of Construction: The total investment for all three phases is estimated to be approximately $34 million at prevailing exchange
rates. The first phase is expected to cost approximately $18.3 million with completion estimated by the end of Q1 2026. |
| |
3. |
Annual
Revenues and EBITDA: Delta anticipates annual revenues and EBITDA from the first phase to average approximately $67 million and
$22 million, respectively, during the 45-year term of the lease. |
| |
4. |
Capital
Commitments: Delta intends to finance 70% of the project’s cost from local commercial banks with the balance coming from
cash on hand and cash flow from operations. |
Delta
is confident that today’s announcement will further strengthen its position as a preferred logistics partner for businesses worldwide.
Mudit
Paliwal, Founder & Chief Executive Officer of Delta commented, “I am excited and proud to announce this transformational project
for Delta. It has been our goal to develop Delta into a leading global logistics and Supply Chain Manager and today’s announcement
is another milestone on our journey and a testament to our long-term commitment to growth and innovation. By strategically positioning
ourselves in this key region, one of the fastest growing in the world, we aim to provide unparalleled logistics solutions to customers
while creating sustainable value for our constituents.
On
behalf of the Board of Directors and senior management, I want to express my sincere gratitude to all our stakeholders and employees
for their tireless efforts and dedication throughout the planning and initiation phases of this transformative project.”
About
Delta
Delta
is a fully integrated global business engaged in logistics, fuel supply and asset management related services, primarily servicing the
international supply chains of commodity, energy, and capital goods producers. Delta operates its business through three segments: Bulk
Logistics, Energy Logistics and Asset Management. Delta’s Bulk Logistics division is an asset-light third-party logistics provider
of freight forwarding, ocean transportation, mine-to-port, and related services connecting producers of commodities, agriculture products,
capital goods and energy to end users. Delta’s Energy Logistics operations provides its customers with industry leading fuels,
lubricants, and carbon offset products with a focus on environmental impact. Delta also offers Asset Management services to the marine
transportation and offshore oil and gas industries. Delta’s business model is asset-light, and its service offerings facilitate
the global trade of energy, raw materials, intermediate goods, and agricultural products. Delta is a multinational business with offices
throughout Europe, the Middle East, Africa and Asia. For more information, please see Delta’s website at www.wearedelta.com.
Contact
Delta
Corp Holdings Limited
Joseph
Nelson
Chief
Financial Officer
Phone:
+44 0203 753 5598
Email:
ir@wearedelta.com
Additional
Information and Where to Find It
As
previously disclosed, Delta entered into a Merger and Share Exchange Agreement, dated September 29, 2022, by and among Delta, Coffee
Holding Co., Inc, a Nevada corporation (“Coffee Holding” or “JVA”), Delta Corp Holdings Limited, a Cayman Islands
exempted company (“Pubco”), CHC Merger Sub Inc., a Nevada corporation and wholly owned subsidiary of Pubco, and each of the
holders of ordinary shares of Delta as named therein, which is referred to herein as the “proposed business combination.”
In
connection with the proposed business combination, Pubco has filed a registration statement on Form F-4 with the U.S. Securities and
Exchange Commission, or SEC (as amended, the “Registration Statement”), which includes a preliminary prospectus with respect
to Pubco’s securities to be issued in connection with the proposed business combination and a preliminary proxy statement to be
distributed to holders of JVA’s common stock in connection with JVA’s solicitation of proxies for the vote by JVA’s
stockholders with respect to the proposed business combination and other matters as described in the Registration Statement. The Registration
Statement has not yet been declared effective by the SEC. After the Registration Statement is declared effective by the SEC, a definitive
proxy statement/prospectus will be mailed to stockholders of JVA as of the record date in the future to be established for voting on
the proposed business combination and will contain important information about the proposed business combination and related matters.
Investors and security holders of JVA and other interested persons are urged to read the proxy statement/prospectus and other documents
that are and will be filed with the SEC carefully and in their entirety when they become available because they will contain important
information. Security holders and other interested persons will be able to obtain free copies of the preliminary proxy statement/prospectus,
definitive proxy statement/prospectus, and other relevant material (in each case when available) at the website maintained by the SEC
at www.sec.gov. or by directing a request to: Coffee Holding Co., Inc. 3475 Victory Boulevard, Staten Island, New York 10314, Attn: Andrew
Gordon, Chief Executive Officer.
Participants
in Solicitation
Each
of JVA, Delta, Pubco and its directors, executive officers and certain other members of management and employees may, under SEC rules,
be deemed to be participants in the solicitation of proxies from the stockholders of Coffee Holding with respect to the proposed transaction
and related matters. Information about the directors and executive officers of Coffee Holding, including their ownership of shares of
Coffee Holding common stock, is included in Coffee Holding’s Definitive Proxy Statement on Schedule 14A, which was filed with the
SEC on October 6, 2023, or its Quarterly Report on Form 10-Q which was filed with the SEC on September 14, 2023. Additional information
regarding the persons or entities who may be deemed participants in the solicitation of proxies from Coffee Holding stockholders, including
a description of their interests in the proposed merger by security holdings or otherwise, are included in the Registration Statement
and its related proxy statement/prospectus and other relevant documents filed with the SEC.
No
Offer or Solicitation
This
communication is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any
securities or a solicitation of any vote or approval, nor shall there be any sale of any securities in any state or jurisdiction in which
such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such other jurisdiction.
No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act
of 1933, as amended.
Forward-Looking
Statements
This
press release contains certain forward-looking statements within the meaning of the federal securities laws with respect to Delta, Pubco
or Coffee Holding and may be deemed to contain such forward-looking statements with respect to the proposed transaction between Pubco,
Coffee Holding and Delta. All statements other than statements of historical facts contained in this press release, including statements
regarding Pubco’s, Coffee Holding’s or Delta’s future results of operations, growth and/or financial position, Pubco’s,
Coffee Holding’s and Delta’s business strategy, prospective costs, timing and likelihood of success, plans and objectives
of management for future operations, future results of current and anticipated operations of Pubco, Coffee Holding and Delta, and the
expected value of the combined company after the transactions, are forward-looking statements. These forward-looking statements generally
are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,”
“intend,” “strategy,” “future,” “opportunity,” “plan,” “may,”
“should,” “will,” “would,” “will be,” “will continue,” “will likely
result,” and similar expressions. These forward-looking statements are subject to a number of risks, uncertainties and assumptions,
including, but not limited to, the following risks relating to the proposed transaction: the occurrence of any event, change or other
circumstances that could give rise to the termination of the transaction agreement; the risk that the transaction may not be completed
in a timely manner or at all, which may adversely affect the price of Coffee Holding’s securities; the occurrence of any event,
change or other circumstances that could give rise to the termination of the transaction agreement; the inability to complete the transactions
contemplated by the transaction agreement, including due to failure to obtain approval of the stockholders of Coffee Holding or other
conditions to closing in the definitive agreement; the inability to obtain or maintain the listing of Pubco ordinary shares on Nasdaq
following the proposed transaction; the growth or results of operations of any of Delta, Pubco or Coffee Holding; changes in applicable
laws or regulations; the possibility that Pubco, Delta or Coffee Holding may be adversely affected by other economic, business, and/or
competitive factors; and other risks and uncertainties to be identified in the proxy statement/prospectus (when available) relating to
the proposed transaction, including those under “Risk Factors” therein, and in other filings with the SEC made by Pubco and
Coffee Holding. Moreover, Pubco, Delta and Coffee Holding operate in very competitive and rapidly changing environments. Because forward-looking
statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified and some of which are beyond
Pubco’s, Delta’s and Coffee Holding’s control, you should not rely on these forward-looking statements as predictions
of future events. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance
on forward-looking statements, and, except as required by law, Pubco, Delta and Coffee Holding assume no obligation and do not intend
to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. None of Pubco,
Delta or Coffee Holding gives any assurance that either Delta or Coffee Holding or Pubco will achieve its expectations.
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Coffee (NASDAQ:JVA)
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From Mar 2024 to Apr 2024
Coffee (NASDAQ:JVA)
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From Apr 2023 to Apr 2024
