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April 27, 2023
Mudit Paliwal
Chief Executive Officer and Director
DELTA CORP. HOLDINGS Ltd
Boundary Hall
Cricket Square
Grand Cayman, KY1-1102
Cayman Islands
Re:DELTA CORP. HOLDINGS Ltd
Amendment No. 1 to Draft Registration Statement on Form F-4
Submitted March 31, 2023
CIK No. 0001948292
Dear Mudit Paliwal:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 1 to Draft Registration Statement on Form F-4
Cover Page
1.We note that you define the shareholders of Delta as the “Sellers.”  We also note that the
merger agreement identifies the Sellers as Core Maritime Commodities FZ-LLC, and note
your disclosure on page 161 that Core Maritime Commodities FZ-LLC is owned entirely
beneficially by Mr. Mudit Paliwal, Delta’s CEO and founder, and his wife.  Please revise
your cover page to identify the “Sellers.”

 FirstName LastNameMudit  Paliwal
 Comapany NameDELTA CORP. HOLDINGS Ltd
 April 27, 2023 Page 2
 FirstName LastNameMudit  Paliwal
DELTA CORP. HOLDINGS Ltd
April 27, 2023
Page 2
About This Proxy Statement/Prospectus, page iii
2.We note your disclosure that this registration statement constitutes a prospectus with
respect to the Pubco Ordinary Shares to be issued to the shareholders of Delta.  However,
we also note that Section 7.7 of the merger and share exchange agreement provides that
the Exchange Shares are being issued in reliance upon one or more exemptions from the
registration requirements of the Securities Act.  If you are registering the offer and sale of
such securities on this registration statement, please provide your basis for doing so.
Cautionary Note Regarding Forward-Looking Statements, page v
3.We note your disclosure that the proxy statement/prospectus contains “forward-looking
statements” within the meaning of the “safe harbor” provisions of the U.S. Private
Securities Litigation Reform Act of 1995.  As this is the initial public offering of the
registrant, it appears that the registrant is not eligible for the safe harbor. Please revise to
clarify or advise.
Questions and Answers About the Proposals
Q: What consideration will JVA stockholders receive if the Business Combination is
completed?, page viii
4.You disclose that it is anticipated that, immediately following completion of the Business
Combination, the existing stockholders of Delta, the Sellers, will own approximately
95.21% of the issued and outstanding Pubco Ordinary Shares in the capital of Pubco (a
portion of which will be allocated to Maxim in respect of the success fee owed to it by
Delta), and JVA’s existing stockholders will own approximately 4.79% of the issued and
outstanding Pubco Ordinary Shares in the capital of Pubco. You further disclose that these
percentages do not include the Earnout Shares, or Pubco Ordinary Shares which may be
issued upon exercise of outstanding options exercisable for JVA Common Stock which
will be exchanged for options exercisable for Pubco Ordinary Shares, and that these
percentages are calculated based on a number of assumptions (as described in the
accompanying proxy statement/prospectus) and are subject to adjustment in accordance
with the terms of the Merger Agreement.  Please disclose any material assumptions
and adjustments under the Merger Agreement such ratios are subject to in this section.
5.We note your disclosure that the estimated total consideration to JVA stockholders in the
Business Combination is approximately $31.5 million consisting of Pubco Ordinary
Shares, subject to adjustment.  Please revise to disclose how such consideration was
calculated.
Summary, page 1
6.Please identify the parties that will have registration rights, and quantify the number of
ordinary shares to which such rights apply.  In addition, please identify the parties to the
lock-up agreements, and quantify the number of shares subject to such agreements.

 FirstName LastNameMudit  Paliwal
 Comapany NameDELTA CORP. HOLDINGS Ltd
 April 27, 2023 Page 3
 FirstName LastNameMudit  Paliwal
DELTA CORP. HOLDINGS Ltd
April 27, 2023
Page 3
Opinion of Financial Advisor to the Board of Directors of JVA, page 7
7.We note your disclosure that Newbridge provided its Opinion for the sole benefit and use
by the JVA Board in its consideration of the Merger Agreement and the Business
Combination.  We also note a similar statement in the opinion provided in Annex C.
Please remove such statements.
Description of the Proposed Transaction, page 17
8.You disclose on the top of page 18 that you are "... omitting HNT’s historical financial
statements.  However, you intend to amend this Registration Statement to include all
financial information required by Regulation S-X prior to the effectiveness of this
Registration Statement."  Please revise to provide the financial statements of HNT, and
any other financial statements required for entities acquired or invested in.
Unaudited Pro Forma Condensed Combined Financial Statements
Unaudited Pro Forma Condensed Combined Statement of Profit and Loss and Other
Comprehensive Income, page 21
9.In the pro forma statements of profit and loss for the six months ended June 30, 2022 and
the year ended December 31, 2021 you reference notes to pro forma adjustments 4(h)(ii),
(iii) and (iv); however, there is no corresponding discussion or explanation included in
Note 4.  Please revise accordingly.
Risk Factors, page 37
10.We note your disclosure that the risks described relate to the Business Combination, and
are in addition to, and should be read in conjunction with, without limitation, the factors
discussed in Part I, Item 1A — Risk Factors in JVA’s annual report on Form 10-K for the
year ended October 31, 2022.  Please ensure that you have included all disclosure required
by Item 3 of Form F-4 in your filing, including disclosure required by Item 105 of
Regulation S-K.  In the alternative, please provide your basis for referring to the risk
factors discussed in the JVA annual report on Form 10-K.
Background of the Business Combination, page 80
11.Throughout this section, you refer to JVA or Delta or their representatives, discussing the
merger with various parties, such as Maxim. Please revise to disclose the individuals that
participated in each meeting to be clear about the persons involved in negotiations or other
activities.
12.You disclose that on June 4, 2022, representatives from Maxim, on behalf of Delta, sent
JVA a non-binding letter of intent which outlined Delta’s proposed terms for a potential
merger transaction. Please revise to disclose all material terms of this letter of intent, such
as the initial proposal on the structure of the transaction, the calculation of JVA and Delta
relative equity values, the terms of the breakup fee, the terms of the “go-shop” provision

 FirstName LastNameMudit  Paliwal
 Comapany NameDELTA CORP. HOLDINGS Ltd
 April 27, 2023 Page 4
 FirstName LastNameMudit  Paliwal
DELTA CORP. HOLDINGS Ltd
April 27, 2023
Page 4
and the terms of exclusivity that were discussed in later meetings, and discuss the
negotiations leading to execution of the Letter of Intent on June 28, including, without
limitation, changes to the terms throughout negotiations.
13.Please disclose why Messrs. Knepper, Thomas and Dwyer were selected to be on the JVA
Special Committee.
14.From the execution of the Letter of Intent on June 28, 2022, we note various meetings
among the parties and their advisors up until the execution of the Merger Agreement on
September 29, 2022. Please revise to disclose any change to the material terms as agreed
to in the Letter of Intent leading to execution of the Merger Agreement, such as changes to
the valuation and transaction structure, and how the material terms were negotiated and
ultimately agreed to in the executed Merger Agreement.
15.You disclose that on September 28, 2022 the JVA Board held a telephonic meeting with
representatives of Lowenstein, Newbridge, Maxim and Delta, and that representatives
from Delta made a presentation regarding Delta’s history, development, historical
financial results and expected financial results. On September 29, 2022, you disclose that
the JVA Board held a telephonic meeting with representatives of Lowenstein, at which the
JVA Board reviewed and discussed additional financial information related to Delta.
Please revise to discuss in greater detail the historical and expected financial results of
Delta shared with the JVA board and any additional financial information related to Delta
that the JVA Board reviewed and from whom such additional information was received.
16.During the "go-shop" period, you disclose that at the request of JVA executive
management, representatives of Newbridge contacted approximately ten strategic parties
and approximately six financial institutions about a potential transaction with JVA as an
alternative to the transaction with Delta. You further disclose that as of the expiration of
the "go-shop" period, JVA had not received any alternative acquisition proposals. Please
expand your discussion in this section to describe the process Newbridge used to solicit
other proposals, discuss any information gathered or shared, how and by whom it was
evaluated, and any negotiations which occurred.
17.Please clarify the duration of the "go-shop" period. You disclose that during the period
beginning on the date of the Merger Agreement and continuing until "11:59 p.m.
(New York City time) on October 19, 2022" in the penultimate paragraph of this section,
then in the last paragraph disclose that the "go-shop" period expired at "12:01 a.m. Eastern
Time on October 29, 2022."
18.Please revise to clarify the conclusion set forth in the fairness opinion.  In that regard, we
note your disclosure on page 85 regarding the fairness of the “Share Exchange
Consideration” to be received by the stockholders of JVA.

 FirstName LastNameMudit  Paliwal
 Comapany NameDELTA CORP. HOLDINGS Ltd
 April 27, 2023 Page 5
 FirstName LastNameMudit  Paliwal
DELTA CORP. HOLDINGS Ltd
April 27, 2023
Page 5
Opinion of Newbridge Securities Corporation
Valuation Analyses Summary, page 90
19.You disclose that Newbridge based this analysis on its analysis of the Business
Combination and the implied equity value of Delta. Please disclose how Newbridge
calculated the implied equity value of Delta.
20.We note your disclosure regarding the valuation ranges in Newbridge's analyses, and your
reference to the comparative values of "public specialty agricultural equipment
companies." However, we also note your disclosure under the "Comparable Public
Company Analysis" that the public company comparables were selected using the
following criteria: "(i) Operates in the Air Freight and Logistics Sector...." Please explain
or correct your reference to agricultural equipment companies. In addition, as Delta
appears to engage in ocean freight and not the air freight business, please explain why the
air freight and logistics sector was chosen for comparable companies.

Precedent M&A Transaction Company Analysis, page 92
21.You disclose that Newbridge analyzed the last approximately three years of mergers and
acquisitions transaction data in the Air Freight and Logistics sector to find similar
transactions where the targets being acquired most resembled Delta, but that the universe
of transactions where there were similarities to Delta, and where financial data was
recorded for the Business Combination value was generally limited. Please disclose the
individual business combinations considered and any metrics analyzed for such business
combinations.
22.You disclose that Newbridge obtained the median Implied Equity Value / Last Twelve-
Month Net Income multiples from this dataset and multiplied it by the mid-point of
Delta’s 2022E and 2023E Net Income to obtain an Enterprise Value. Please disclose
Delta’s 2022E and 2023E Net Income used in this analysis, as well as the levels of debt
and cash that you added back or otherwise reference where such information is disclosed.
Discounted Cash Flow Analysis, page 93
23.You disclose that Newbridge performed a DCF Analysis of the estimated future unlevered
free cash flows attributable to Delta for the fiscal years of 2022 through 2031. In applying
the DCF Analysis, you disclose that Newbridge relied on the financial projections
prepared by Delta that estimated certain revenue growth rates, as well as EBITDA and net
income margins.  Please disclose the financial projections and material assumptions
underlying such projections of Delta that Newbridge relied on for this analysis.

 FirstName LastNameMudit  Paliwal
 Comapany NameDELTA CORP. HOLDINGS Ltd
 April 27, 2023 Page 6
 FirstName LastNameMudit  Paliwal
DELTA CORP. HOLDINGS Ltd
April 27, 2023
Page 6
Description of Securities of PubCo, page 95
24.Please disclose in this section the provisions regarding business opportunities set forth in
Section 49 in your amended and restated memorandum and articles of association, and
provide related risk factor disclosure.
Material U.S. Federal Income Tax Consequences of the Business Combination, page 96
25.We note your disclosure that subject to the qualifications and assumptions described in
this proxy statement/prospectus, the Merger, taken together with the Share Exchange, “is
intended” to qualify for U.S. federal income tax purposes as an exchange described in
Section 351(a) of the Code.  We also note your disclosure on page 71 that the Merger may
also qualify as a “reorganization” within the meaning of Section 368(a) of the Code.
Please revise to clarify the tax consequences of the Business Combination.  See Item 4 of
Form F-4.  In addition, ensure that counsel provides a firm opinion for each material tax
consequence, or explain why such opinion cannot be given. Refer to Item 601(b)(8) of
Regulation S-K and Staff Legal Bulletin 19, Legality and Tax Opinions in Registered
Offerings.
JVA Stockholder Proposal No. 3 - The Advisory Charter Amendments Proposal, page 118
26.Please disclose in this section the number of authorized ordinary and preference shares
reflected in the charter amendment.
Information with Respect to Delta, page 123
27.Please disclose the source and date for all figures or charts used in this section.
Energy Logistics, page 125
28.We note your disclosure here that you offer a carbon neutral physical delivery service
within the Amsterdam, Rotterdam, and Antwerp markets, collectively known as “ARA,"
and on page 128 you disclose that in the ARA and River Thames, UK markets you offer
customers physical delivery through barges you lease that are operated on a carbon neural
basis. Please explain how you achieve carbon neutral physical delivery, including
discussing how you confirm that the barges you lease are operated on a carbon neutral
basis.
Management of Delta, page 142
29.Please provide the information required by Item 18(a)(5)(ii) of Form F-4 with respect to
the voting securities of Delta Corp Holdings Limited (the company incorporated in
England and Wales) and the principal holders thereof.

 FirstName LastNameMudit  Paliwal
 Comapany NameDELTA CORP. HOLDINGS Ltd
 April 27, 2023 Page 7
 FirstName LastNameMudit  Paliwal
DELTA CORP. HOLDINGS Ltd
April 27, 2023
Page 7
Components of Results of Operations
Employee Be