What changed in this filing

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Item 1. Business

2023-03-29 compared with 2022-01-31 · 145 added, 54 removed, 340 unchanged (37% of the section changed)

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and Steep & Brew, Inc.

(“the Seller”)

a Wisconsin corporation and the stockholder of the Seller.

GCC purchased substantially all the assets, including equipment, inventory,

customer lists and relationships of the Seller.

Seller”) a Wisconsin corporation and the stockholder of the Seller.

GCC purchased substantially all the assets, including

equipment, inventory, customer lists and relationships of the Seller.

As of the fiscal period ended January 31, 2022, the parties to

the joint venture have agreed not continue with this joint venture.

October 15, 2020, we entered into a Contribution and Equity Purchase Agreement (the “Jordre Well Agreement”) to become a

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Under the terms

of the Jordre Well Agreement, The Jordre Well will assist us in the development and commercialization of CBD-infused line extensions

for the existing coffee brands within our portfolio, as well as launch new brands that are intended to serve consumer demand for non-coffee

CBD-infused beverages and products.

We plan to infuse our brands Café Caribe Latin Espresso and Harmony Bay Gourmet coffee, with

CBD as soon as we are comfortable with our formulations.

We believe CBD coffee will be a fast growing and profitable market for us and

if the legislative environment surrounding CBD products continues to improve, our plan is to offer all our customers the opportunity

to infuses their products with CBD.

of the Jordre Well Agreement, The Jordre Well was to assist us in the development and commercialization of CBD-infused line extensions

for non-coffee CBD-infused beverages and products.

However, after further analysis by management, we will no longer pursue this line

were incorporated on October 9, 1995 under the laws of the State of Nevada under the name Transpacific International Group Corp (“Transpacific”).

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website address is www.coffeeholding.com.

The information on our website is not incorporated by reference into this Annual Report on

On our website, investors can obtain, free of charge, a copy of our Annual Report on Form 10-K,

Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, our Code of Conduct and Business Ethics, including disclosure related to

any amendments or waivers thereto, other reports and any amendments thereto filed or furnished pursuant to Section 13(a) or 15(d) of

the Exchange Act of 1934, as amended, as soon as reasonably practicable after we file such material electronically with, or furnish it

to, the Securities and Exchange Commission, or the SEC.

None of the information posted on our website is incorporated by reference into

this Annual Report.

The SEC also maintains a website at http://www.sec.gov that contains reports, proxy and information statements

and other information regarding us and other companies that file materials with the SEC electronically

references in this report to “JVA,” the “Company,” “we,” “us,” or “our” mean

Coffee Holding Co., Inc.

and its subsidiaries unless stated otherwise or the context otherwise indicates.

September 29, 2022, Coffee Holding Co., Inc, a Nevada corporation (“JVA”), entered into a Merger and Share Exchange Agreement

(the “Merger Agreement”), by and among JVA, Delta Corp Holdings Limited, a Cayman Islands exempted company (“Pubco”),

Delta Corp Holdings Limited, a company incorporated in England and Wales (“Delta”), CHC Merger Sub Inc., a Nevada corporation

and wholly owned subsidiary of Pubco (“Merger Sub”), and each of the holders of ordinary shares of Delta as named therein

(the “Sellers”).

Upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with

and into JVA, with JVA surviving as a direct, wholly-owned subsidiary of Pubco (the “Merger”).

As a result of the Merger,

each issued and outstanding share of JVA common stock, $0.001 par value per share (the “JVA Common Stock”), will be cancelled

and converted for the right of the holder thereof to receive one ordinary share, par value $0.0001 of Pubco (the “Pubco Ordinary

a condition to the Merger, Pubco shall also acquire all of the issued and outstanding Delta securities from the Sellers in exchange for

Pubco Ordinary Shares (the “Exchange” and, collectively with the Merger and the other transactions contemplated by the Merger

Agreement, the “Transactions”).

As a result of the Transactions, JVA and Delta will each become direct, wholly-owned subsidiaries

of Pubco, with JVA stockholders receiving approximately $31.5 million (or 4.79%) worth of Pubco Ordinary Shares (the “Merger Consideration”)

and Delta stockholders receiving approximately $625 million (or 95.21%) worth of Pubco Ordinary Shares (the “Exchange Consideration”

and collectively with the Merger Consideration, the “Business Combination Consideration”), subject to certain adjustments,

at an implied diluted value per share of $5.50.

The Business Combination Consideration may be adjusted if Delta closes certain acquisitions

prior to the closing of the Transactions.

The Merger Agreement also includes an earn-out to existing stockholders of Delta, consisting

of $50 million of additional Pubco Ordinary Shares, which will be released to Delta stockholders if and when Delta achieves $70 million

or greater of net income for fiscal year ending 2023.

the effective time of the Merger (the “Merger Effective Time”), each award of options to purchase JVA Common Stock (each,

a “JVA Stock Option”) that is outstanding, whether vested or unvested, will be cancelled and substituted with option(s) to

purchase Pubco Ordinary Shares to be granted under the Pubco equity plan (the “Substituted Options”).

The Substituted Options

will represent the right to purchase that number of shares of Pubco Ordinary Shares equal to the number of shares of JVA Common Stock

underlying such JVA Stock Option immediately prior to the Merger Effective Time with a per-share exercise price of such Substituted Option

equal to the exercise price per JVA Common Stock subject to such JVA Stock Option immediately prior to the Merger Effective Time.

to execution of the Merger Agreement, JVA’s board of directors (the “Board”) unanimously (i) determined that the terms

and provisions of the Merger Agreement and the transactions contemplated therein, including the Merger and Transactions, are fair, advisable

to and in the best interests of JVA and its stockholders, (ii) approved the Merger Agreement and related Transactions, (iii) directed

that the adoption of the Merger Agreement be submitted to a vote at a meeting of the stockholders of JVA, and (iv) resolved to recommend

that JVA’s stockholders adopt the Merger Agreement.

Pubco, Delta and the Sellers have made customary representations and warranties in the Merger Agreement and have agreed to customary

covenants regarding the operation of their respective businesses prior to the closing of the transactions contemplated thereby.

of the Merger is subject to customary closing conditions, including, without limitation, (i) approval of the Merger Agreement and the

transactions contemplated thereunder by a majority of JVA’s stockholders (the “JVA Stockholder Approval”), (ii) the

absence of any law or order that prevents or prohibits the consummation of the Transaction, (iii) obtaining all requisite governmental

authorizations, (iv) effectiveness of the Registration Statement of Pubco on Form F-4, and (v) approval of the listing of Pubco Ordinary

Shares on the Nasdaq Capital Market.

the date of the Merger Agreement until October 19, 2022 (the “Go-Shop Period”), JVA shall have the right to initiate, solicit,

facilitate and encourage any inquiry or the making of any proposals or offers that constitute an acquisition proposal involving more

than fifteen percent (15%) of JVA’s assets or outstanding shares of common stock or in which the stockholders of JVA immediately

preceding the contemplated transaction would hold less than eighty-five percent (85%) of the voting equity interest of the surviving

company (each or any combination of the foregoing, a “Takeover Proposal”), including by way of providing access to non–public

information to any third party pursuant to a non-disclosure agreement.

Following the expiration of the Go-Shop Period, JVA will cease

such activities and be subject to customary “no-shop” restrictions on its ability to solicit a Takeover Proposal from third

parties and to provide non-public information to and engage in discussions with a third party in relation to a Takeover Proposal, except

that JVA may continue to engage in the aforementioned activities with third parties from whom JVA has received a Takeover Proposal that

the Board has determined constitutes or is reasonably likely to lead to a Superior Proposal (as defined below) and has determined that

the failure to take such actions would be inconsistent with the Board’s fiduciary duties.

to obtaining JVA Stockholder Approval, the Board may change its recommendation that stockholders vote to adopt the Merger Agreement (a

“Change in Recommendation”) (i) in response to any material event or change in circumstances with respect to JVA that was

not actually known or reasonably foreseeable by JVA prior to the date of the Merger Agreement (an “Intervening Event”) that

the Board determines in good faith (after consultation with its financial advisor and outside legal counsel) that the failure to change

its recommendation in such circumstances would be reasonably likely to violate its fiduciary duties to the stockholders of JVA under

applicable law or (ii) if JVA has received a Takeover Proposal involving more than fifty percent (50%) of JVA’s assets or outstanding

shares of common stock or in which the stockholders of JVA immediately preceding the contemplated transaction would hold less than fifty

percent (50%) of the voting equity interest of the surviving company, that the Board determines in good faith (after consultation with

its financial advisor and outside legal counsel) is reasonably likely to be consummated in accordance with its terms and, among other

things, if consummated, would be more favorable from a financial point of view to JVA’s stockholders than the Transactions (a “Superior

Proposal”) (in which case JVA may also terminate the Merger Agreement to enter into such Superior Proposal, subject to certain

conditions including payment of the JVA Termination Fee, as described below).

the Board may change its recommendation in connection with an Intervening Event or a Superior Proposal, or terminate the Merger Agreement

to accept a Superior Proposal, JVA must provide Delta prompt written notice of its decision to make a Change in Recommendation and for

at least five (5) business days after such notice, JVA will negotiate with Delta to enable Delta to revise the terms of the Merger Agreement

so that the Takeover Proposal no longer constitutes a Superior Proposal.

Each time modifications to any material term of such alternative

acquisition proposal determined to be a Superior Proposal are made, JVA must notify Pubco of such modification and such five (5) business

day period will recommence.

Merger Agreement may be terminated by each of Delta and of JVA under certain circumstances, including, among others by either Delta or

JVA if the Merger has not been consummated by June 29, 2023 (the “Outside Date”).

If the Merger Agreement is terminated under

certain circumstances, including, among others, as a result of breach by either JVA or Delta of their respective representations, warranties

or covenants in the Merger Agreement, whereby JVA or Delta, respectively, may be entitled to a termination fee in the amount of $750,000

plus disbursements of all documented, out-of-pocket expenses up to $250,000.

In addition, if JVA terminates the Merger Agreement to accept

a Takeover Proposal or the Board (i) adversely changes its recommendation to the stockholders of JVA regarding the adoption of the Merger

Agreement or (ii) supports the approval of any JVA Takeover Proposal, then Delta shall be entitled to a termination fee of $1.3 million

and plus a disbursement of reasonable expenses up to $2 million (the “JVA Termination Fee”).

equityholders of Delta and JVA will have certain customary registration rights with respect to the Pubco Ordinary Shares to be received

in the transaction pursuant to the terms of a registration rights agreement, dated September 29, 2022 (the “Registration Rights

September 29, 2022, concurrently with the entry into the Merger Agreement, Delta, Pubco and JVA entered into Voting and Support Agreements

(the “JVA Voting Agreement”) with Andrew Gordon, President and Chief Executive Officer of JVA, and David Gordon, Executive

Vice President and Chief Operating Officer of JVA, pursuant to which Messrs.

Gordon have agreed to vote in favor of adopting the Merger

Agreement and the related transactions as contemplated thereunder.

JVA Voting Agreements will terminate upon the earliest to occur of

(i) the mutual written consent of each of Delta, Pubco, JVA and Messrs.

Gordon, (ii) the Merger Effective Time, and (iii) the date of

termination of the Merger Agreement in accordance with its terms.

foregoing description of the Merger Agreement, the Registration Rights Agreement and JVA Voting Agreements does not purport to be complete

and is qualified in its entirety by reference to the full text of (i) the Merger Agreement, (ii) the Registration Rights Agreement, and

(iii) the form of Voting and Support Agreement, copies of which are filed as exhibits to this Annual Report on Form 10-K and incorporated

by reference herein.

Competitive Strengths

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Since 1998, we have increased the number of our wholesale green coffee customers, including coffee houses,

single store operators, mall coffee stores and mail order sellers, by 813% from 150 to 1,370.

We are a charter member of the Specialty

Coffee Association of America and one of the largest distributors of Swiss Water Processed Decaffeinated Coffees and Dattera specialty

Brazil coffees in the United States.

Our almost 50 years of experience as a roaster and a dealer of green coffee allows us to provide

our roasting experience as a value added service to our gourmet roaster customers.

The assistance we provide to our customers includes

training, coffee blending and market identification.

We believe that our relationships with wholesale green coffee customers and our

focus on selling green coffee as a wholesaler has enabled us to participate in the growth of the specialty coffee market while mitigating

the risks associated with the competitive retail specialty coffee environment.

single store operators, mall coffee stores and mail order sellers.

We are a charter member of the Specialty Coffee Association of America

and one of the largest distributors of Swiss Water Processed Decaffeinated Coffees and Dattera specialty Brazil coffees in the United

Our almost 50 years of experience as a roaster and a dealer of green coffee allows us to provide our roasting experience as a

value added service to our gourmet roaster customers.

The assistance we provide to our customers includes training, coffee blending and

market identification.

We believe that our relationships with wholesale green coffee customers and our focus on selling green coffee

as a wholesaler has enabled us to participate in the growth of the specialty coffee market while mitigating the risks associated with

the competitive retail specialty coffee environment.

Portfolio of Differentiated Branded Coffees.

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blends and foodservice opportunities;

coffee products as legislation allows;

of our tabletop coffee roasting equipment.

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Our private label coffee is sold in cans, brick packages and instants in a variety of sizes.

As of October 31, 2021, we supplied coffee

under approximately 21 different labels to wholesalers and retailers .

We produce private label coffee for customers who desire

to sell coffee under their own name but do not want to engage in the manufacturing process.

Our private label customers seek a quality

similar to the national brands at a lower cost, which represents a better value for the consumer.

We produce private label coffee for customers

who desire to sell coffee under their own name but do not want to engage in the manufacturing process.

Our private label customers seek

a quality similar to the national brands at a lower cost, which represents a better value for the consumer.

We roast and blend our branded coffee according to our own recipes and package the coffee at our facilities in La Junta,

Colorado, North Andover, Massachusetts and Brecksville, Ohio.

We then sell the packaged coffee under our brand labels to supermarkets,

wholesalers and individually-owned stores throughout the United States.

Colorado, and North Andover, Massachusetts.

We then sell the packaged coffee under our brand labels to supermarkets, wholesalers and

individually-owned stores throughout the United States.

hold trademarks for each of our proprietary name brands and have the exclusive right to use the S&W, IL CLASSICO brand names in the

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Bay , an upscale line of flavored beans in 11oz and 40oz bags, along with single serve offerings in a multitude of unique flavor

and Brew, a premium line of specialty coffees with over 30 years brand recognition.

These coffees are comprised of Single Origin,

Blended and Flavored coffees sold throughout the upper Midwest region of the United States in bulk whole bean, whole bean and ground

bags and single serve format compatible with most single serve brewers.

also offer several niche products, including:

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guaranteeing farmers a minimum price of ten cents above the current market price.

Our Ohio Facility operated by Generations Coffee Company,

LLC (“GCC”), as well as our North Andover plant operated by our Comfort Foods division, are certified organic by the Organic

Crop Improvement Association (OCIA).

All of our specialty green coffees, as well as all of the other coffees we import for roasting,

are subject to multiple levels of quality control.

Our North Andover plant operated by our Comfort Foods

division, is certified organic by the Organic Crop Improvement Association (OCIA).

All of our specialty green coffees, as well as all

of the other coffees we import for roasting, are subject to multiple levels of quality control.

purchase our green coffee from dealers located primarily within the United States.

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countries, including Colombia, Mexico, Kenya, Indonesia, Brazil and Uganda.

For the fiscal years ended 2021 and 2020, approximately 34%

and 23% of all of our green coffee purchases were from five suppliers.

One of these suppliers, Rothfos Corporation, accounted for approximately

$3.1 million, or 6%, in 2021, and $5.3 million, or 8%, in 2020, of our total product purchases.

An employee of Rothfos Corporation is

one of our directors.

We do not have any formalized, material agreements or long-term contracts with any of these suppliers.

our purchases are typically made pursuant to individual purchase orders.

We do not believe that the loss of any one supplier, including

Rothfos, would have a material adverse effect on our operations due to the availability of alternate suppliers.

We do not have any formalized, material agreements or long-term

contracts with any of these suppliers.

Rather, our purchases are typically made pursuant to individual purchase orders.

We do not believe

that the loss of any one supplier would have a material adverse effect on our operations due to the availability of alternate suppliers.

supply and price of coffee beans are subject to volatility and are influenced by numerous factors which are beyond our control.

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We believe that the addition of Organic Products Trading Company, LLC (“OPTCO”), Sonofresco,

CFI and Steep & Brew as well as our external green coffee salespeople allows us to compete more effectively throughout the country

CFI as well as our external green coffee salespeople allows us to compete more effectively throughout the country and Canada.

Label Competition.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business