SecProbe.io

CORRESP
1
filename1.htm

Delta
Corp. Holdings Ltd

Boundary
Hall

Cricket
Square

Grand
Cayman, KY1-1102

Cayman
Islands

VIA
EDGAR

September
26, 2023

U.S.
Securities & Exchange Commission

Division
of Corporation Finance

Office
of Energy & Transportation

100
F Street, NE

Washington,
D.C. 20549

Attn:
Kevin Dougherty

    Re:

    Delta
                                            Corp. Holdings Ltd

    Amendment
    No. 1 to Draft Registration Statement on Form F-4

    Submitted
    March 31, 2023

    CIK
    No. 0001948292

Dear
Mr. Dougherty:

Delta
Corp. Holdings Ltd (the “Company,” “we,” “our” or “us”) hereby
transmits the Company’s response to the comment letter received from the staff (the “Staff”) of the U.S. Securities
and Exchange Commission (the “Commission”), on April 27, 2023, regarding its Amendment No. 1 to the Draft Registration
Statement on Form F-4 (the “Registration Statement”) filed with the Commission on March 31, 2023.

For
the Staff’s convenience, we have repeated below the Staff’s comments in bold, and have followed each comment with the Company’s
response. Disclosure changes made in response to the Staff’s comments have been made in the Registration Statement on Form F-4
(the “Amended Registration Statement”), which is being filed with the Commission contemporaneously with the submission
of this letter.

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.”

Response
to Comment 1: The Company respectfully acknowledges the Staff’s comment and has revised the cover page and page 2 of the Amended
Registration Statement to identify the Sellers and Core Maritime Commodities FZ-LLC (“CMC”) as described in the Staff’s
comment.

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.

Response
to Comment 2: The Company acknowledges the Staff’s comment. In response the Company respectfully advises the Staff that the next
amendment to the Amended Registration Statement will include a representation for issuance by the Company, which we refer to as Pubco
in the Amended Registration Statement, of either public or privately shares of Pubco to the Sellers. (This representation will be included
in its amended merger and share exchange agreement in lieu of its existing representation in Section 7.7 referenced in the Staff's comment).
Supplementally, the Company submits to the Staff that notwithstanding such registration, such shares of Pubco if held by CMC or its affiliates
will remain subject to limitations on transfer provided in the lockup agreement of CMC referenced in the Registration Statement. Such
shares may also be subject to applicable securities laws' limitations on transfer for shares held by affiliates of an issuer, including
without limitation under Rule 144 of the Securities Act of 1933, as amended. According to the general instructions (A.1(3)) of Form F-4,
Pubco can register shares offered in exchange for securities of another entity, being either existing private or public shares of either
of Delta (being Delta Corp Holdings Limited, a company incorporated in England and Wales) or Coffee (being Coffee Holding Co., Inc.,
a Nevada corporation).

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.

Response
to Comment 3: The Company acknowledges the Staff’s comment and has revised page v of the Amended Registration Statement to
reflect applicable securities laws’ references.

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.

Response
to Comment 4: The Company acknowledges the Staff’s comment and has revised the cover page and pages ix, 3, 59, 78 and 100 of the Amended
Registration Statement to disclose the material assumptions and adjustments used to calculate these percentages.

    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.

Response
to Comment 5: The Company acknowledges the Staff’s comment and has revised pages ix, 3, 77, 79 and 99 of the Amended Registration
Statement to disclose how such consideration was calculated.

    2

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.

Response
to Comment 6: The Company acknowledges the Staff’s comment and has revised pages 6, 7, 112 and 113 of the Amended Registration
Statement to disclose the parties that will have registration rights, the number of ordinary shares to which such rights apply, the parties
to the lock-up agreements and the number of shares subject to such agreements.

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.

Response
to Comment 7: The Company respectfully acknowledges the Staff’s comment and has revised pages 7 and 8 of the Amended Registration
Statement, and the opinion provided in Annex C, to 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.

Response
to Comment 8: The Company respectfully acknowledges the Staff’s comment. The Company has provided updated disclosure relating to the
acquisition of HNT, and the Company’s assessment thereunder under Regulation S-X, on pages 17 and 146 of the Amended Registration Statement.
The Company supplementally advises the Staff that the financial statements as of and for the year ended December 31, 2022 contain the
information for other entities acquired or invested in during such fiscal year and that no other entities’ financial statements
are required by Regulation S-X as of the date of this proxy statement/prospectus. In the event such financial statements become required
prior to the effectiveness of this Registration Statement, the Company will amend the Registration Statement to provide such financial
statements.

    3

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.

Response
to Comment 9: The Company respectfully acknowledges the Staff's comment, and has provided updated pro forma adjustments in its Unaudited
Pro Forma Combined Financial Statements to include applicable notes on adjustments.

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.

Response
to Comment 10: The Company respectfully acknowledges the Staff’s comment and has revised page 32 of the Amended Registration Statement
to remove such statement.

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.

Response
to Comment 11: The Company respectfully acknowledges the Staff’s comment and has updated the Amended Registration Statement to
include the requested disclosure throughout the “Background of the Business Combination” section.

    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 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

Response
to Comment 12: The Company respectfully acknowledges the Staff’s comment and has updated the Amended Registration Statement to
include the material terms of the Letter of Intent throughout the “Background of the Business Combination” section.

    13.
    Please
    disclose why Messrs. Knepper, Thomas and Dwyer were selected to be on the JVA Special Committee.

Response
to Comment 13: The Company respectfully acknowledges the Staff’s comment and has updated the Amended Registration Statement on
pages 79 and 80 to disclose that Messrs. Knepper and Thomas were selected to be on the JVA Special Committee due to their status as independent
directors, and Mr. Dwyer was selected to be on the JVA Special Committee due to his extensive knowledge of JVA and broad industry experience.

    4

    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.

Response
to Comment 14: The Company respectfully acknowledges the Staff’s comment and has updated the Amended Registration Statement to
include disclosure throughout the “Background of the Business Combination” section of the changes to the material terms from
the time of the execution of the Letter of Intent on June 28, 2022 until the execution of the Merger Agreement on September 29, 2022.

    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.

Response
to Comment 15: The Company respectfully acknowledges the Staff’s comment and has updated the Amended Registration Statement on
page 81 to include the requested disclosure.

    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.

Response
to C