On September 23, 2024, Kaival Brands Innovations Group, Inc. (KAVL), a Delaware corporation, announced the entry into a definitive Merger and Share Exchange Agreement with Delta Corp Holdings Limited, a company incorporated in England and Wales, and other related parties. The agreement outlines a business combination where Pubco will acquire all issued and outstanding shares of Delta in exchange for Pubco ordinary shares, followed by a merger of KAVL Merger Sub Inc. with and into KAVL, with KAVL as the surviving entity. This transaction will result in KAVL and Delta becoming wholly owned subsidiaries of Pubco. The business combination values Pubco at an equity valuation of $301 million. Post-transaction, KAVL and Delta shareholders will hold approximately 10% and 90% of Pubco ordinary shares, respectively...Show More

On September 23, 2024, Kaival Brands Innovations Group, Inc. (KAVL), a Delaware corporation, announced the entry into a definitive Merger and Share Exchange Agreement with Delta Corp Holdings Limited, a company incorporated in England and Wales, and other related parties. The agreement outlines a business combination where Pubco will acquire all issued and outstanding shares of Delta in exchange for Pubco ordinary shares, followed by a merger of KAVL Merger Sub Inc. with and into KAVL, with KAVL as the surviving entity. This transaction will result in KAVL and Delta becoming wholly owned subsidiaries of Pubco. The business combination values Pubco at an equity valuation of $301 million. Post-transaction, KAVL and Delta shareholders will hold approximately 10% and 90% of Pubco ordinary shares, respectively. The agreement also includes provisions for the conversion of KAVL Series B Preferred Stock into common stock, the cancellation of KAVL stock options, and the conversion of KAVL common and prefunded warrants into Pubco warrants. The closing of the business combination is subject to customary conditions, including stockholder approval and regulatory consents. Additionally, KAVL, Delta, and Pubco have entered into voting and support agreements with certain KAVL executive officers and directors, as well as lock-up agreements with directors, officers, and the Sellers. The transaction is expected to close by February 15, 2025, unless terminated under specified conditions.