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): June 29, 2023
COFFEE
HOLDING CO., INC.
(Exact
Name of Registrant as Specified in its Charter)
Nevada |
|
001-32491 |
|
11-2238111 |
(State
or Other Jurisdiction |
|
(Commission |
|
(IRS
Employer |
of
Incorporation) |
|
File
Number) |
|
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 ☐
Item
1.01. Entry into a Material Definitive Agreement.
As
previously announced, on September 29, 2022, Coffee Holding Co., Inc, a Nevada corporation (“JVA”), entered into a Merger
and Share Exchange Agreement (the “Merger 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 (“Merger Sub”), and each of the holders of ordinary shares
of Delta as named therein (the “Sellers”), pursuant to which, among other things,
Merger Sub will merge with and into JVA, with JVA surviving
as a direct, wholly-owned subsidiary of Pubco (the “Merger”). The Merger has not yet been consummated and there can be no
assurance that the Merger will
be consummated as contemplated or at all. For further information relating to the Merger, please see JVA’s Current Report on Form
8-K filed with the SEC on September 30, 2022.
On
June 29, 2023, JVA, Delta, Pubco, Merger Sub and the Sellers entered into Amendment No. 1 (the “Amendment”) to the Merger
Agreement to extend the Outside Date (as defined in the Merger Agreement) from June 29, 2023 to December 31, 2023. Further, the Amendment
updates the definition of “Net Income” to add back to net income all
charges relating to the Merger and any other acquisition transaction entered into by Delta. The definition of Net Income is used in the
Merger Agreement for the purposes of calculating the Delta
shareholders’ potential
entitlement to the Earnout Consideration Shares (as defined in the Merger Agreement).
The
foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by the full text of the Amendment,
a copy of which is filed as Exhibit 10.1 hereto and is incorporated by reference herein.
Item 7.01. Regulation FD Disclosure.
On July 3, 2023, Delta issued
a press release regarding its entry into a revolving credit facility. A copy of the press release is furnished hereto as Exhibit 99.1
and is incorporated herein by reference.
The information in Item 7.01
of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section
18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor
shall they be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be
expressly set forth by specific reference in such a 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 a proposed business combination
(the “proposed business combination”) among JVA, Pubco and Delta. 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 intends to file relevant materials with the SEC, including a registration statement
on Form F-4 that will include a proxy statement to JVA stockholders and
also a prospectus for the registration of securities of Pubco, in connection with the proposed business combination (as amended from
time to time, the “Registration Statement”). 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 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.
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.
Additional
information regarding the persons or entities who may be deemed participants in the solicitation of proxies from JVA’s stockholders,
including a description of their interests in the proposed merger by security holdings or otherwise, will be included in the Registration
Statement and proxy statement/prospectus that Pubco intends to file with the SEC and other relevant documents to be filed with the SEC
when they become available. Additional information regarding the interests of participants in the solicitation of proxies in connection
with the proposed business combination will
likewise be included in that 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.
The
following exhibits are filed as part of this Current Report on Form 8-K:
Exhibit
No. |
|
Description |
2.1 |
|
Amendment No. 1, dated June
29, 2023, to the Merger and Share Exchange Agreement, dated September 29, 2022 by and among Coffee Holding Company, Inc, Delta Corp
Holdings Limited, Delta Corp Holdings Limited, CHC Merger Sub Inc., and each of the shareholders named therein. |
99.1 |
|
Press Release of Delta, dated July 3, 2023. |
104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
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:
July 3, 2023
Exhibit
2.1
AMENDMENT
NO. 1 TO MERGER AND SHARE EXCHANGE AGREEMENT
This
AMENDMENT NO. 1 TO MERGER AND SHARE EXCHANGE AGREEMENT (this “Amendment”) is made and entered into as of June
29, 2023, by and among (i) Delta Corp Holdings Limited, a company incorporated in England and Wales (together with its successors and
assigns, “Delta”), (ii) Delta Corp Holdings Limited, a Cayman Islands exempted company (“Pubco”),
(iii) CHC Merger Sub Inc., a Nevada corporation and a wholly owned subsidiary of Pubco (“Merger Sub”), (iv)
Coffee Holding Co., Inc., a Nevada corporation (“CHC”), and (v) each of the holders of outstanding capital
stock of Delta named on the signature pages hereto (collectively, the “Sellers”). Delta, Pubco, Merger Sub,
CHC and the Sellers are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”.
Any capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement (as defined below).
WHEREAS,
the parties hereto entered into that certain Merger and Share Exchange Agreement, dated as of September 29, 2022 (the “Original
Agreement”), and desire to amend the Original Agreement as set forth herein;
WHEREAS,
pursuant to the Agreement, among other matters, upon the consummation of the transactions contemplated thereby, (a) Merger Sub shall
merge with and into CHC, with CHC continuing as the surviving entity in the merger, as a result of which, (i) CHC shall become a wholly
owned subsidiary of Pubco and (ii) each issued and outstanding security of CHC immediately prior to the Effective Time shall no longer
be outstanding and shall automatically be cancelled, in exchange for the right of the holder thereof to receive a substantially equivalent
security of Pubco (the “Merger”), and (b) Pubco shall acquire all of the issued and outstanding Delta Shares
from the Sellers in exchange for ordinary shares of Pubco (the “Share Exchange” and, collectively with the
Merger and the other transactions contemplated by the Transaction Agreement and the Ancillary Documents, the “Transactions”),
all upon the terms and subject to the conditions set forth in the Agreement and in accordance with the provisions of applicable law;
and
WHEREAS,
in connection with the Transactions, the parties desire to amend the Original Agreement upon the terms and subject to the conditions
set forth herein (the Original Agreement, as amended pursuant to this Amendment and as may be further amended, supplemented, modified
and/or restated from time to time in accordance with its terms, the “Agreement”).
NOW,
THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Parties agree
as follows:
1. Amendments
to the Agreement.
1.1 Amendment
to Outside Date. The words “June 29, 2023” in Section 10.1(b) of the Agreement are hereby deleted and replaced with the
words September 29, 2023”.
1.2 Amendment
to Definition of Net Income. The definition of “Net Income” in Section 13.1 of the Agreement is hereby
amended and restated in its entirety as follows:
““Net
Income” means the “net income” line item in the consolidated audited income statement of Pubco included in
the 2023 Annual Report (or its equivalent metric under IFRS), as adjusted to add back all charges relating to the Merger and any other
acquisition transaction, including, without limitation, non-cash gain from the change in fair value of contingent consideration, transaction
expenses and share-based compensation charges.”
2. Miscellaneous.
2.1 No
Further Amendment. The Parties agree that all other provisions of the Agreement shall, subject to the amendments set forth in Section
1 of this Amendment, continue unmodified, in full force and effect and constitute legal and binding obligations of the parties in
accordance with their terms. This Amendment is limited precisely as written and shall not be deemed to be an amendment to any other term
or condition of the Agreement or any of the documents referred to therein. This Amendment shall form an integral and inseparable part
of the Agreement. From and after the date of this Amendment, each reference in the Agreement to “this Agreement,” “hereof,”
“hereunder” or words of like import, and all references to the Agreement in any and all agreements, instruments, documents,
notes, certificates and other writings of every kind of nature (other than in this Amendment or as otherwise expressly provided) will
be deemed to mean the Agreement, as amended by this Amendment, whether or not this Amendment is expressly referenced.
2.2 Other
Terms. The provisions of Article XII of the Agreement are incorporated herein by reference and shall apply to the terms and provisions
of this Amendment and the Parties hereto, mutatis mutandis.
[Remainder
of page intentionally left blank. Signature pages follow.]
IN
WITNESS WHEREOF, the Parties have caused this Amendment to be executed and delivered as of the date first written above by their
respective officers thereunto duly authorized.
|
Delta: |
|
|
|
DELTA
CORP HOLDINGS LIMITED, a company incorporated in England and Wales |
|
|
|
|
By: |
/s/
Mudit Paliwal |
|
Name: |
Mudit
Paliwal |
|
Title: |
Chief
Executive Officer |
|
|
|
|
Pubco: |
|
|
|
DELTA
CORP HOLDINGS LIMITED, a Cayman Islands exempted company |
|
|
|
|
By: |
/s/
Mudit Paliwal |
|
Name: |
Mudit
Paliwal |
|
Title: |
Chief
Executive Officer |
|
|
|
|
Merger
Sub: |
|
|
|
CHC
MERGER SUB INC., a Nevada corporation |
|
|
|
By: |
/s/
Mudit Paliwal |
|
Name: |
Mudit
Paliwal |
|
Title: |
Chief
Executive Officer |
|
|
|
|
CHC: |
|
|
|
COFFEE
HOLDING CO., INC., a Nevada corporation |
|
|
|
|
By: |
/s/
Andrew Gordon |
|
Name: |
Andrew
Gordon |
|
Title: |
Chief
Executive Officer |
|
|
|
|
The
Sellers: |
|
|
|
|
Print
Name |
|
of
Seller: |
Core
Maritime Commodities FZ-LLZ |
|
|
|
|
By: |
/s/
Mudit Paliwal |
|
[Signature]
|
|
|
|
|
If
Entity, Print Name |
|
and
Title of Signatory: Director |
|
|
|
|
Address: |
c/o
Delta Corp Holdings Limited |
|
|
Suite
3016, The Leadenhall Building |
|
|
122
Leadenhall Street |
|
|
London
EC3V 4AB, United Kingdom |
[Signature
Page to Amendment No. 1 to Merger and Share Exchange Agreement]
Exhibit
99.1
Delta
Corp Holdings Limited Closes $15 Million Revolving Credit Facility with Leading US Bank
LONDON, July 03, 2023 (GLOBE NEWSWIRE) —
Delta Corp Holdings Limited (“Delta” or the “Company”) and certain of its subsidiaries today announced that
they closed a revolving credit facility of up to $15 million with a leading US bank (the “facility”) on June 29, 2023. The
facility is secured by the Company’s working capital. Borrowings under the facility are expected to fund growth in the Company’s
Bulk Logistics and Energy Logistics segments and for general corporate purposes.
Mudit Paliwal, Chief Executive Officer of Delta commented,
“Closing this credit facility marks an important milestone in Delta’s development. With the addition of a strong financial
partner, I am confident that we will continue the rapid growth and success we’ve achieved to date. I am grateful for the support
of our new banking partner and look forward to many years of collaboration.”
Joseph Nelson, Chief Financial Officer of Delta noted,
“I am excited to be working with our new banking relationship as Delta seeks to accelerate our growth. The backing of a leading
US bank underscores the strength of the Delta platform and our ability to attract new and competitive sources of capital and positions
us for continued success.”
RMK Maritime acted as financial advisor to Delta on
the revolving credit facility.
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 intends to file 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 to be described in the Registration Statement. The Registration Statement is not yet filed and 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 and other
interested persons are urged to read the proxy statement/prospectus and other documents that will be filed with the SEC carefully and
in their entirety when they become available because they will contain important information. Upon the future filing of the Registration
Statement, 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
JVA 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 Annual Report
on Form 10-K for the year ended October 31, 2022, which was filed with the SEC on March 29, 2023, or its Quarterly Report on Form 10-Q
which was filed with the SEC on June 15, 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, will be included in the Registration Statement and its related proxy statement/prospectus and other relevant
documents to be filed with the SEC when they become available.
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 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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