Splash Beverage Group (SBEV) Registration Filing summary

Company overview and business model

• Operates as a portfolio company in the beverage industry, focusing on acquiring and incubating early-stage or undervalued brands with growth potential.

• Business model includes both alcoholic and non-alcoholic beverages, with a vertically integrated e-commerce platform (Qplash) for B2B and B2C sales.

• Recent strategic focus on Chispo tequila, Costa Rica water assets, and a joint venture for THC/CBD beverages.

• Operations have been suspended since March 2025 due to lack of capital, with plans to resume upon securing additional funding.

Financial performance and metrics

• No revenue generated since March 2025; revenue for FY 2024 was $4.2 million, down from $18.9 million in FY 2023.

• Net loss for FY 2024 was $23.8 million, with an accumulated deficit of $155.8 million as of December 31, 2024.

• As of September 30, 2025, cash and cash equivalents were $265,667, with a working capital deficit and substantial doubt about ability to continue as a going concern.

• Significant debt conversions to equity in 2025 improved stockholders' equity and reduced interest expense.

Use of proceeds and capital allocation

• May receive up to $35 million in gross proceeds from the equity line of credit (ELOC) with C/M Capital Master Fund, LP, to be used for working capital and general corporate purposes.

• 30% of proceeds from the ELOC, after $3 million in purchases, will be used to repay outstanding promissory notes.

• Management retains broad discretion over allocation of net proceeds.