Splash Beverage Group (SBEV) Registration filing summary

Company overview and business model

• Historically focused on acquiring and building early-stage or undervalued beverage brands with growth potential, but currently only distributes Chispo tequila due to lack of working capital and unsuccessful commercialization efforts.

• Generated minimal revenue in Q1 2026 from a single customer, which has since terminated its contract; no revenue in Q2 2026.

• Transitioning strategic focus to the regulated wellness and cannabinoid markets, including potential acquisitions in the CBD and wellness sectors.

• Principal offices in Fort Lauderdale, Nevada incorporation, and listed on NYSE American under the symbol SBEV.

Financial performance and metrics

• Revenues for the year ended December 31, 2025 were $0.07 million, down from $0.8 million in 2024, primarily due to lack of operating capital.

• Net loss from continuing operations was approximately $25.2 million for 2025, including $14.2 million in non-cash items.

• Operating expenses increased to $14.2 million in 2025, mainly due to $8.6 million in non-cash share-based compensation.

• As of March 31, 2026, cash and cash equivalents were $381,195, with a working capital deficit and insufficient capital for the next 12 months.

• Auditors included a going concern paragraph due to recurring losses, negative cash flows, and accumulated deficit.

Use of proceeds and capital allocation

• May receive up to $32.16 million in gross proceeds from the equity line of credit (ELOC) with C/M Capital Master Fund, LP, depending on shares sold and market price.

• Proceeds intended for working capital, general corporate purposes, strategic pivot into cannabinoid wellness, closing an accretive transaction, and achieving NYSE compliance.

• 30% of proceeds above $3 million from the ELOC must be used to repay outstanding promissory notes to C/M and affiliates.

• Management retains broad discretion over allocation of net proceeds.