SEC Comment Letter 0000000000-24-002272 to DELTA CORP. HOLDINGS Ltd (CIK 0001948292)
DELTA CORP. HOLDINGS Ltd (CIK 0001948292)
Date: Feb. 29, 2024 · CIK: 0001948292 · Accession: 0000000000-24-002272
AI Filing Summary & Sentiment
File numbers found in text: 333-274699
Letter
United States securities and exchange commission logo February 29, 2024 Mudit Paliwal Chief Executive Officer and Director Delta Corp Holdings Limited Boundary Hall Cricket Square Grand Cayman, KY1-1102 Cayman Islands Re:Delta Corp Holdings Limited Amendment No. 2 to Registration Statement on Form F-4 Filed February 16, 2024 File No. 333-274699 Dear Mudit Paliwal: We have reviewed your amended registration statement and have the following comment(s). Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Amendment No. 2 to Registration Statement on Form F-4 Risk Factors Risks affecting JVA's Business JVA's indebtedness may adversely affect JVA's ability to obtain additional funds and may increase JVA's vulnerability to economic..., page 50 1.We note your disclosure that JVA’s credit facility contains covenants that place annual restrictions on JVA’s operations, including covenants relating to fixed charge coverage ratio, debt to tangible net worth and net worth, and that as of October 31, 2023, JVA has failed to comply with one of these covenants, resulting in an event of default under the loan agreement. You further disclose that the lender has various defenses that it can apply against JVA, which includes up to and calling the line of credit, and that JVA has not received a waiver from the lender. Please disclose the covenant with which JVA has failed
FirstName LastNameMudit Paliwal Comapany NameDelta Corp Holdings Limited February 29, 2024 Page 2 FirstName LastName Mudit Paliwal Delta Corp Holdings Limited February 29, 2024 Page 2 to comply and describe any plans to regain compliance. We also note that on page F-16, you disclose that the outstanding line of credit was $9,620,000 as of October 31, 2023, and note your disclosure that JVA’s line of credit is maturing on June 30, 2024. If you believe there is a material risk that the combined company would still be in default under the JVA credit facility after the Closing of this transaction, please add prominent disclosure about this risk to the Summary. In this regard, we note that it appears you may lack sufficient pro forma liquidity to repay the amount outstanding on the line of credit. Exhibits 2.We note that the legality opinion filed as Exhibit 5.1 describes the registration statement as registering the offer and sale of up to 119,344,963 ordinary shares. However, this does not appear to be consistent with the prospectus cover page. Please obtain and file a revised opinion. Please contact Mark Wojciechowski at 202-551-3759 or Gus Rodriguez at 202-551-3752 if you have questions regarding comments on the financial statements and related matters. Please contact Kevin Dougherty at 202-551-3271 or Laura Nicholson at 202-551-3584 with any other questions. Sincerely, Division of Corporation Finance Office of Energy & Transportation cc: Sarah E. Williams
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United States securities and exchange commission logo
February 29, 2024
Mudit Paliwal
Chief Executive Officer and Director
Delta Corp Holdings Limited
Boundary Hall
Cricket Square
Grand Cayman, KY1-1102
Cayman Islands
Re:Delta Corp Holdings Limited
Amendment No. 2 to Registration Statement on Form F-4
Filed February 16, 2024
File No. 333-274699
Dear Mudit Paliwal:
We have reviewed your amended registration statement and have the following
comment(s).
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Amendment No. 2 to Registration Statement on Form F-4
Risk Factors
Risks affecting JVA's Business
JVA's indebtedness may adversely affect JVA's ability to obtain additional funds and may
increase JVA's vulnerability to economic..., page 50
1.We note your disclosure that JVA’s credit facility contains covenants that place annual
restrictions on JVA’s operations, including covenants relating to fixed charge coverage
ratio, debt to tangible net worth and net worth, and that as of October 31, 2023, JVA has
failed to comply with one of these covenants, resulting in an event of default under the
loan agreement. You further disclose that the lender has various defenses that it can apply
against JVA, which includes up to and calling the line of credit, and that JVA has not
received a waiver from the lender. Please disclose the covenant with which JVA has failed
FirstName LastNameMudit Paliwal
Comapany NameDelta Corp Holdings Limited
February 29, 2024 Page 2
FirstName LastName
Mudit Paliwal
Delta Corp Holdings Limited
February 29, 2024
Page 2
to comply and describe any plans to regain compliance. We also note that on page F-16,
you disclose that the outstanding line of credit was $9,620,000 as of October 31, 2023,
and note your disclosure that JVA’s line of credit is maturing on June 30, 2024. If you
believe there is a material risk that the combined company would still be in default under
the JVA credit facility after the Closing of this transaction, please add prominent
disclosure about this risk to the Summary. In this regard, we note that it appears you may
lack sufficient pro forma liquidity to repay the amount outstanding on the line of credit.
Exhibits
2.We note that the legality opinion filed as Exhibit 5.1 describes the registration statement
as registering the offer and sale of up to 119,344,963 ordinary shares. However, this does
not appear to be consistent with the prospectus cover page. Please obtain and file a revised
opinion.
Please contact Mark Wojciechowski at 202-551-3759 or Gus Rodriguez at 202-551-3752
if you have questions regarding comments on the financial statements and related matters. Please
contact Kevin Dougherty at 202-551-3271 or Laura Nicholson at 202-551-3584 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc: Sarah E. Williams