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): April 17, 2023
COFFEE
HOLDING CO., INC.
(Exact
Name of Registrant as Specified in its Charter)
Nevada |
|
001-32491 |
|
11-2238111 |
(State
or Other |
|
(Commission |
|
(IRS
Employer |
Jurisdiction
of |
|
File
Number) |
|
Identification
No.) |
Incorporation) |
|
|
|
|
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
(Former
name or former address, if changed since last report)
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
April 17, 2023, JVA provided information regarding the proposed business combination in an investor presentation (the “Investor
Presentation”), a copy of which is furnished as Exhibit 99.1 hereto.
The Investor Presentation 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, 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 has confidentially
submitted a registration statement on Form F-4 to 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 to be described in the Registration
Statement. Pubco intends to file the Registration Statement with the SEC. 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.
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 will also be in the Registration Statement on Form F-4 to be filed with the SEC by Pubco, which will include the proxy
statement of JVA
Additional
information regarding the interests of participants in the solicitation of proxies in connection with the proposed business combination
will likewise be 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.
Exhibit
No. |
|
Description |
99.1 |
|
Investor Presentation. |
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:
April 17, 2023 |
|
|
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