Item 7.01 Regulation FD Disclosure.
On April 17, 2023, JVA issued a press release (the "Press Release") announcing
the confidential submission of a draft registration statement of Pubco on Form
F-4, including a preliminary proxy statement to JVA shareholders, in connection
with the proposed business combination.
A copy of the Press Release is furnished as Exhibit 99.1 to this Current Report
on Form 8-K. The Press Release 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 Press Release, dated April 17, 2023.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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