KAVL Kaival Brands Innovations Group Inc

Kaival Brands Innovations Group, Inc. (NASDAQ: KAVL), a Delaware corporation (“Kaival” or the “Company”) and the U.S. distributor of the Bidi® Stick and certain other products manufactured by Bidi Vapor, LLC (“Bidi Vapor”), and Delta Corp Holdings Limited, a company incorporated in England and Wales (“Delta”) and a privately held holding company for global businesses engaged in Bulk & Energy logistics, fuel supply, commodities, and asset management, jointly announced the public filing of a registration statement on Form F-4 with the U.S. Securities and Exchange Commission (“SEC”) by Delta Corp Holdings Limited, a newly created holding company organized under the laws of the Cayman Islands (“Holdings” or “Pubco”).

On Sept. 23, 2024, Kaival entered into a definitive business combination agreement with Delta and Pubco. This transaction will result in Kaival and Delta becoming wholly-owned subsidiaries of Pubco, which will be a new public company whose ordinary shares trade on the Nasdaq Capital Market (“Nasdaq”).

The registration statement on Form F-4 includes a preliminary prospectus with respect to the securities to be issued to holders of securities of Kaival and Delta in connection with the proposed business combination, and a preliminary proxy statement relating to the special shareholders meeting of Kaival at which shareholders of Kaival will vote on whether to approve the transactions. The business combination is valued at $301 million and is expected to close in February 2025, subject to the registration statement being declared effective by the SEC, the approval of both companies’ shareholders, certain regulatory approvals, as well as the satisfaction or waiver of other closing conditions. While the registration statement on Form F-4 has not yet become effective and the information contained therein is subject to change, it provides important information about Delta and the proposed business combination between Delta and Kaival.

A copy of the registration statement is available for review on the SEC’s website, found at www.sec.gov.

About Kaival

Based in Grant-Valkaria, Florida, Kaival Brands is a company focused on incubating and commercializing innovative products into mature and dominant brands, with a current focus on the distribution of electronic nicotine delivery systems (ENDS) also known as “e-cigarettes” for use by customers 21 years and older. Our business plan is to seek to diversify into distributing other nicotine and non-nicotine delivery system products (including those related to hemp-derived cannabidiol (known as CBD) products). Kaival Brands and Philip Morris Products S.A. (via sublicense from Kaival Brands) are the exclusive global distributors of all products manufactured by Bidi Vapor LLC. Based in Melbourne, Florida, Bidi Vapor maintains a commitment to responsible, adult-focused marketing, supporting age-verification standards and sustainability through its BIDI® Cares recycling program. Bidi Vapor's premier device, the BIDI® Stick, which is distributed exclusively by Kaival Brands, is a premium product made with high-quality components, a UL-certified battery and technology designed to deliver a consistent vaping experience for adult smokers 21 and over.

About Delta

Delta Corp Holdings Limited is a fully integrated global enterprise engaged in logistics, fuel supply, and asset management services, primarily supporting the international supply chains of commodity, energy, and capital goods producers. With its headquarters in London, Delta operates through three main segments: Bulk Logistics, Energy Logistics, and Asset Management. The company also maintains executive offices in Dubai and New York, and boasts a significant commercial presence in Singapore, Rotterdam, New Delhi, and Mumbai.

Additional Information and Where to Find It

In connection with the proposed transaction, Pubco and Kaival have filed relevant materials with the SEC, including Pubco’s registration statement on Form F-4 that contains a proxy statement of Kaival and the prospectus of Pubco, which proxy statement/prospectus will be mailed or otherwise disseminated to Kaival’s shareholders.   BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS OF KAIVAL ARE URGED TO READ THESE MATERIALS CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT DELTA, KAIVAL, THE PROPOSED TRANSACTION, AND RELATED MATTERS. The proxy statement/prospectus and other relevant materials, and any other documents filed by Pubco and Kaival with the SEC, may be obtained free of charge at the SEC website at www.sec.gov. In addition, investors and security holders may obtain free copies of the documents filed with the SEC by Kaival by directing a written request to: KAIVAL, 4460 Old Dixie Hwy. Grant-Valkaria FL 32949. Investors and security holders are urged to read the proxy statement/prospectus and the other relevant materials before making any voting or investment decision with respect to the proposed merger.

Participants in the Solicitation

Kaival and its directors, executive officers and certain other members of management and employees may, under SEC rules, be deemed to be participants in the solicitation of proxies from the shareholders of Kaival with respect to the proposed merger and related matters. Information about the directors and executive officers of Kaival, including their ownership of shares of Kaival common stock, is included in Kaival’s Annual Report on Form 10-K for the year ended October 31, 2023, which was filed with the SEC on February 13, 2024. Additional information regarding the persons or entities who may be deemed participants in the solicitation of proxies from Kaival shareholders, including a description of their interests in the proposed merger by security holdings or otherwise, will be included in the proxy statement/prospectus and other relevant documents to be filed with the SEC when they become available. The directors and officers of Delta do not currently hold any interests, by security holdings or otherwise, in Kaival.

No Offer or Solicitation

No offering of securities in connection with the proposed transaction shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

Forward-Looking Statements

This press release contains certain forward-looking statements within the meaning of the federal securities laws with respect to the proposed transaction between Pubco, Kaival and Delta. All statements other than statements of historical facts contained in this press release, including statements regarding Pubco's, Kaival Global's or Delta's future results of operations and financial position, Pubco's, Kaival 's and Delta's business strategy, prospective costs, timing and likelihood of success, plans and objectives of management for future operations, future results of current and anticipated operations of Pubco, Kaival and Delta, and the expected value of the combined company after the transactions, are forward-looking statements. These forward-looking statements generally are identified by the words "believe," "project," "expect," "anticipate," "estimate," "intend," "strategy," "future," "opportunity," "plan," "may," "should," "will," "would," "will be," "will continue," "will likely result," and similar expressions. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including, but not limited to, the following risks relating to the proposed transaction: the occurrence of any event, change or other circumstances that could give rise to the termination of the transaction agreement; the risk that the transaction may not be completed in a timely manner or at all, which may adversely affect the price of Kaival 's securities; the occurrence of any event, change or other circumstances that could give rise to the termination of the transaction agreement; the inability to complete the transactions contemplated by the transaction agreement, including due to failure to obtain approval of the shareholders of Kaival or other conditions to closing in the transaction agreement; the inability to obtain or maintain the listing of Pubco ordinary shares on Nasdaq following the transaction; the risk that the transactions disrupt current plans and operations of Kaival as a result of the announcement and consummation of the transactions; the ability to recognize the anticipated benefits of the transactions, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth economically and hire and retain key employees; costs related to the transactions; changes in applicable laws or regulations; the possibility that Pubco, Delta or Kaival may be adversely affected by other economic, business, and/or competitive factors; and other risks and uncertainties to be identified in the proxy statement/prospectus (when available) relating to the transactions, including those under "Risk Factors" therein, and in other filings with the SEC made by Pubco and Kaival. Moreover, Pubco, Delta and Kaival operate in very competitive and rapidly changing environments. Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified and some of which are beyond Pubco's, Delta's and Kaival 's control, you should not rely on these forward-looking statements as predictions of future events. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and except as required by law, Pubco, Delta and Kaival assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. None of Pubco, Delta or Kaival gives any assurance that either Delta or Kaival or Pubco will achieve its expectations.

CONTACT INFORMATION:

Kaival Brands Innovations Group, Inc. Brett Maas, Managing PartnerHayden IR(646) 536-7331brett@haydenir.com

Delta Corp Holdings Limited Joseph NelsonChief Financial OfficerPhone: +44 0203 753 5598Email: ir@wearedelta.com