Innovation Beverage Group Limited

Innovation Beverage Group Limited is a developer, manufacturer, marketer, exporter, and retailer of a portfolio of 70 formulations across 14 alcoholic and non-alcoholic beverage brands, focusing on premium and super-premium products including Australian Bitters Company (ABC), BitterTales, Drummerboy non-alcoholic spirits, and Twisted Shaker cocktails. The company operates a distillery in Seven Hills, NSW, Australia, with FDA certification and capacity to increase production tenfold, and manages e-commerce platforms like www.bevmart.com.au and www.drummerboy.com for direct-to-consumer sales. As an emerging growth company and foreign private issuer listed on Nasdaq under ticker IBG, it is conducting a best-efforts public offering of up to 4,166,667 Ordinary Units at $3.60 per unit, each consisting of one Ordinary Share, one Series A Warrant, and one Series B Warrant (both exercisable at $3.60, expiring in 5 years), or Pre-Funded Units, targeting gross proceeds of $15 million before 7% placement agent fees to Aegis Capital Corp. and expenses. Net proceeds estimated at $13.02 million assuming maximum sale will fund a $2.5 million non-interest-bearing loan to Blockfuel to exercise its call right under the December 24, 2025 Securities Purchase Agreement, enabling 51% equity acquisition, with remaining funds for general corporate purposes including working capital. Pre-offering, 1,068,881 Ordinary Shares are outstanding as of March 5, 2026, rising to 5,235,548 post-offering assuming no warrant exercises. The offering supports a pending merger with Blockfuel Energy, Inc., originally expected Q4 2025 but now Q1 2026, amid high investment risks including merger failure.

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