Kaival Brands enters merger, share exchange agreement with Delta Corp

Merger Announcement: Kaival Brands Innovations Group and Delta Corp Holdings have agreed to merge, creating a new holding company, Pubco, which will operate under the management of Delta's team. The merger is expected to close in the fourth quarter of 2024, pending shareholder approvals and Nasdaq listing.

Shareholder Structure and Conditions: Following the merger, Delta shareholders will own approximately 89.70% of Pubco, while Kaival Brands shareholders will hold about 10.30%. The agreement includes provisions for an earnout based on future revenue targets and customary covenants regarding business conduct and termination rights.