Kaival Brands, Delta Corp announce public filing of registration statement

Kaival Brands (KAVL) Innovations and Delta Corp announced the public filing of a registration statement on Form F-4 with the U.S. Securities and Exchange Commission by Delta Corp Holdings Limited, a newly created holding company organized under the laws of the Cayman Islands. On Sept. 23, 2024, Kaival entered into a definitive business combination agreement with Delta and Pubco. This 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. 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. 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. While the registration statement on Form F-4 has not yet become effective and the information contained therein is subject to change, it provides important information about Delta and the proposed business combination between Delta and Kaival.