Delta Corp Holdings Ltd entered into an agreement to acquire Coffee Holding Co., Inc. (NasdaqCM:JVA) for $31.5 million on September 29, 2022. Under the terms of the agreement, transaction will be effectuated through a newly created holding company structure, whereby Coffee Holdings (CHC) and Delta will each become wholly-owned subsidiaries of Pubco. Shareholders of Coffee Holdings will receive 1 ordinary share of Pubco for each share of Coffee Holdings common stock they own receiving approximately $31.5 million, and Delta shareholders will exchange their shares of Delta for $625 million in ordinary shares of Pubco. Following the closing of the transaction, the shareholders of Delta are anticipated to collectively own approximately 95.21% of the outstanding ordinary shares of Pubco and Coffee Holding are anticipated to collectively own approximately 4.79% of the outstanding ordinary shares of Pubco on a diluted basis. The transaction also includes an earnout to existing shareholders of Delta, which, if earned, consists of $50 million of additional ordinary shares of Pubco, which would be issued to Delta shareholders if Pubco achieves $70 million or greater of net income for the fiscal year ending 2023. From the date of the Merger Agreement until October 19, 2022, CHC shall have the go-shop period. Following closing of the transaction, the combined company will continue under Pubco, and expects to trade on Nasdaq under the ticker symbol “DLOG”. The combined company will continue to operate under the Delta management team led by Mudit Paliwal, Chief Executive Officer and Founder; Peter Shaerf, Non-Executive Chairman; and Joseph Nelson, Chief Financial Officer, while Coffee Holding, as a wholly owned subsidiary of Pubco, will continue to be operated under the leadership of Andrew Gordon, currently Coffee Holding's President and Chief Executive Officer. Delta will pay a termination fee of $0.75 million to CHC, and CHC will pay a termination fee of $1.3 million.

The transaction is subject to approvals by the requisite shareholders of Coffee Holding, the listing of Pubco ordinary shares on Nasdaq, regulatory and antitrust approvals, registration statement shall have been declared effective, Delta having a certain level of cash and cash equivalents at closing, as applicable, and other customary closing conditions. The Coffee Holding Board of Directors has also recommended to Coffee Holding's shareholders that they vote to approve the agreement and the transaction. The transaction has been unanimously approved by the Board of Directors of Coffee Holding and Delta. The transaction is expected to close in the first quarter of 2023. Steven M. Skolnick of Lowenstein Sandler LLP acted as legal advisor to CHC. Barry I. Grossman and Sarah E. Williams of Ellenoff Grossman & Schole LLP acted as legal advisors and Maxim Group LLC acted as financial advisor to Delta.