Kaival Brands Innovations Group, Inc. and Delta Corp Holdings Limited Announce Public Filing of Registration Statement on Form F-4 in Connection with Proposed Business Combination

Transaction Overview - Kaival Brands Innovations Group Inc and Delta Corp Holdings Limited have jointly announced the public filing of a registration statement on Form F-4 with the SEC by Delta Corp Holdings Limited, a newly created holding company organized under the laws of the Cayman Islands [2] - The proposed transaction will result in Kaival and Delta becoming wholly-owned subsidiaries of Pubco, which will be a new public company whose ordinary shares trade on the Nasdaq Capital Market [8] - The business combination is valued at $301 million and is expected to close in February 2025, subject to the registration statement being declared effective by the SEC, the approval of both companies' shareholders, certain regulatory approvals, as well as the satisfaction or waiver of other closing conditions [11] Company Information Kaival Brands Innovations Group Inc - Kaival Brands is a company focused on incubating and commercializing innovative products into mature and dominant brands, with a current focus on the distribution of electronic nicotine delivery systems (ENDS) also known as "e-cigarettes" for use by customers 21 years and older [9] - The company plans to diversify into distributing other nicotine and non-nicotine delivery system products, including those related to hemp-derived cannabidiol (CBD) products [9] - Kaival Brands and Philip Morris Products S A are the exclusive global distributors of all products manufactured by Bidi Vapor LLC [9] Delta Corp Holdings Limited - Delta Corp Holdings Limited is a fully integrated global enterprise engaged in logistics, fuel supply, and asset management services, primarily supporting the international supply chains of commodity, energy, and capital goods producers [12] - The company operates through three main segments: Bulk Logistics, Energy Logistics, and Asset Management [12] - Delta maintains executive offices in Dubai and New York, and has a significant commercial presence in Singapore, Rotterdam, New Delhi, and Mumbai [12] Transaction Details - The registration statement on Form F-4 includes a preliminary prospectus with respect to the securities to be issued to holders of securities of Kaival and Delta in connection with the proposed business combination, and a preliminary proxy statement relating to the special shareholders meeting of Kaival at which shareholders of Kaival will vote on whether to approve the transactions [11] - Investors and security holders are urged to read the proxy statement/prospectus and the other relevant materials before making any voting or investment decision with respect to the proposed merger [3][5] - A copy of the registration statement is available for review on the SEC's website [4]