M&A - DELTA CORP. HOLDINGS Ltd

Form Type: F-4

Filing Date: 2025-01-08

Corporate Action: Merger

Type: New

Accession Number: 000121390025002013

Filing Summary: Delta Corp Holdings Limited has filed a registration statement on Form F-4 in connection with a proposed business combination with Kaival Brands Innovations Group, Inc. This merger entails the Share Exchange, where Pubco will acquire all issued capital shares of Delta, making Delta a wholly owned subsidiary. Furthermore, Merger Sub will merge into Kaival, allowing Kaival to continue as a subsidiary of Pubco. The Merger Agreement proposes significant changes in share allocations, including the cancellation of Kaival's existing stock for new shares in Pubco. A majority of Kaival's stockholders have entered into voting agreements to support this business combination. The total consideration is estimated at approximately $31 million through Pubco Ordinary Shares, along with possible additional shares based on performance metrics regarding Pubco's revenue and EBITDA for the fiscal year 2025. The proposals also include amendments to Pubco's charter, governance provisions, and details about the special meeting for shareholders to vote on these measures. The approval of these proposals is critical for the completion of the merger and the public listing of shares on Nasdaq.

Form Type: DRS/A

Filing Date: 2024-12-09

Corporate Action: Merger

Type: New

Accession Number: 000121390024106612

Filing Summary: Delta Corp Holdings Limited is involved in a proposed Business Combination with Kaival Brands Innovations Group, Inc. The special meeting for stockholders of Kaival is scheduled to vote on the merger and share exchange agreement entered into on September 23, 2024. This merger agreement entails Delta acquiring all issued and outstanding capital shares of Kaival, with the resultant entity being a wholly owned subsidiary of a new holding company, Pubco. The Business Combination includes the conversion of Kaival’s preferred stock into common stock, cancellation of existing Kaival common stock in exchange for Pubco ordinary shares, and the eligibility of Sellers to receive additional shares based on future company performance. Ultimately, existing Kaival stockholders are projected to own approximately 10.30% of Pubco’s shares while Delta's shareholders will own about 89.70%. The merger requires stockholder approval, as detailed in the proxy statement, which outlines several proposals related to the transaction, including amendments to the charter and a reverse stock split.

Form Type: DRS

Filing Date: 2024-09-30

Corporate Action: Merger

Type: New

Accession Number: 000121390024082873

Filing Summary: Delta Corp. Holdings Limited has filed a registration statement relating to a proposed business combination with Kaival Brands Innovations Group, Inc. The business combination involves Kaival merging with Delta. Following the merger, Delta will cease to exist as an independent entity and will become a wholly-owned subsidiary of Delta's newly formed holding company, Pubco. As part of the agreement, Pubco will issue ordinary shares in exchange for all of Delta's shares, and Kaival’s stockholders will receive shares of Pubco. The agreement outlines the conversion rate for preferred stock and the issuance of warrants. The total estimated consideration to Kaival stockholders is expected to amount to approximately $31 million. The completion of this business transaction is subject to stockholder approval of several proposals at an upcoming special meeting. The proxy statement for this meeting has been provided, detailing the requirements for stockholders and the specifics of the merger proposal.