What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2024-02-09 compared with 2023-03-29 · 39 added, 35 removed, 450 unchanged (14% of the section changed)

33 unchanged sentences

and Steep & Brew, Inc.

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.

(“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.

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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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

On June 29, 2023, JVA, Pubco,

Delta, Merger Sub and the Sellers entered into Amendment 1 to the Merger Agreement (the “First Amendment”).

On January 4,

2024, JVA, Pubco, Delta, Merger Sub and the Sellers entered into Amendment 2 to the Merger Agreement (the “Second Amendment”).

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 Shares”).

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

30 unchanged sentences

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.

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

and encourage any inquiry or the making of any proposals or offers that would 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 ceased 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

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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”).

JVA if the Merger has not been consummated by April 1, 2024 (the “Outside Date”).

If the Merger Agreement is terminated under

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31, 2023 and 2022 was $1.6730 and $1.7770 per pound, respectively.

Specialty green coffee, unlike most coffee, is not tied directly to the

commodities cash markets.

Instead, it tends to trade on a negotiated basis at a substantial premium over commodity coffee pricing, depending

on the origin, supply and demand at the time of purchase.

Specialty green coffee, unlike most coffee, is not tied directly to

the commodities cash markets.

Instead, it tends to trade on a negotiated basis at a substantial premium over commodity coffee pricing,

depending on the origin, supply and demand at the time of purchase.

We are a licensed Fair Trade dealer for Fair Trade certified coffee.

certified coffee helps small coffee farmers to increase their incomes and improve the prospects of their communities and families by

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

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.

Fair Trade certified coffee helps small coffee farmers to increase their incomes and improve the prospects of their communities and families

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

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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is important to the success of our branded coffee business.

sell our private label and our branded coffee to some of the largest retail and wholesale customers in the United States (according to

Supermarket News ).

sell our private label and our branded coffee to some of the largest retail and wholesale customers in the United States.

our agreements with wholesale customers generally contain only pricing terms, our contracts with certain customers also contain minimum

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including niche specialty blends, private label “value” blends and tea and our own brands, filter packages and peripheral

are also a supporter of several coffee-oriented charitable organizations and during fiscal 2022 and 2021, we donated approximately $38,000

are also a supporter of several coffee-oriented charitable organizations and during fiscal years 2023 and 2022, we donated approximately

$24,000 and $38,000, respectively, to charities.

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in the fast growing Latin demographic, our Harmony Bay has a strong regional presence in the northeast and our S&W brand has been

a popular and recognizable brand on the west coast for over 80 years.

a recognizable brand on the west coast for over 80 years.

coffee roasting operations are subject to various governmental laws and regulations, which require us to obtain licenses relating to

16 unchanged sentences

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