Splash Beverage Group (SBEV) Registration Filing summary

Company overview and business model

• Operates as a portfolio company focused on acquiring, incubating, and accelerating beverage brands in both alcoholic and non-alcoholic segments, with a vertically integrated e-commerce platform (Qplash) and recent expansion into water extraction rights in Costa Rica.

• Recent business activities include a joint venture for THC/CBD beverages, acquisition of Costa Rica water rights, and plans to relaunch tequila and e-commerce operations, all contingent on raising significant capital.

• The company has not generated revenue since March 2025 due to capital constraints, and is seeking to raise at least $8.5 million to restart operations and develop new ventures.

• Strategic focus includes leveraging direct-to-consumer and tech-enabled distribution models, and exploring acquisitions or business combinations to enhance shareholder value.

Financial performance and metrics

• Reported $4.2 million in revenue for FY 2024, down from $18.9 million in FY 2023, with a net loss of $23.8 million in 2024 and an accumulated deficit of $155.8 million at year-end.

• For the nine months ended September 30, 2025, revenue was $0.4 million (down from $3.6 million prior year), with a net loss of $22.0 million and negative cash flow from operations of $3.8 million.

• As of September 30, 2025, cash and cash equivalents were $265,667, with current liabilities of $15.6 million and a working capital deficit.

• The company exchanged $12.7 million of debt for Series B preferred stock in June 2025 to improve its balance sheet and regain NYSE compliance.

• Auditors have issued a going concern warning due to recurring losses, negative cash flows, and substantial doubt about the company's ability to continue operations without additional funding.

Use of proceeds and capital allocation

• The company will not receive proceeds from the resale of shares by selling stockholders; proceeds from any warrant exercises will be used for general corporate and working capital purposes.

• Plans to use new capital to restart tequila sales, develop water extraction and bottling operations, and relaunch the Qplash e-commerce platform.

• Requires at least $2 million to recommence minimal operations, $4 million for initial water extraction, and $20 million for a dedicated water bottling facility.