Splash Beverage Seeks $35M Equity Line Amid Zero Revenue, Strategic Pivot

TL;DR

**SBEVW is a speculative bet on a cash-strapped beverage company desperately trying to restart operations and find a new identity through an equity line and risky new ventures.**

AI Summary

Splash Beverage Group, Inc. (SBEVW) filed an S-1 to register 10,000,000 shares of common stock for resale by C/M Capital Master Fund, LP, stemming from a September 19, 2025 equity line of credit agreement. The company itself is not selling any shares in this offering but may receive up to $35,000,000 in gross proceeds from C/M Capital Master Fund, LP through future sales under the Purchase Agreement. Splash Beverage Group has not generated any revenue since March 2025 due to a lack of capital, but plans to re-commence operations using $2,000,000 from a September 2025 private placement of secured promissory notes and potential proceeds from the equity line. Key initiatives include obtaining $500,000 for Chispo tequila inventory, raising $4,000,000 to fulfill a United Arab Emirates water order from its Costa Rican Water Assets acquired in June 2025, and developing a THC/CBD beverage joint venture (BAAD Beverages LLC) with an initial $25,500 capital contribution. The company is also exploring strategic alternatives, including potential acquisitions, to create stockholder value.

Why It Matters

This S-1 filing reveals Splash Beverage Group's precarious financial state, having generated no revenue since March 2025, making the $35 million equity line of credit a critical lifeline. For investors, it signals significant dilution risk as 10,000,000 shares are registered for resale, potentially increasing outstanding shares from 2,773,106 to 12,773,106. The company's pivot to new ventures like Costa Rican water assets and a THC/CBD joint venture, alongside exploring acquisitions, indicates a high-risk, high-reward strategy in a competitive beverage market where established players dominate. Employees and customers face uncertainty given the company's capital-dependent operational restart and reliance on future funding for core business activities.

Risk Assessment

Risk Level: high — The company explicitly states it has not generated any revenue since March 2025 due to a lack of capital, indicating severe operational distress. It needs to raise approximately $4,000,000 to fulfill a single purchase order for its Water Assets and $500,000 for Chispo tequila inventory, highlighting significant funding gaps for core business activities. The registration of 10,000,000 shares for resale by a single selling stockholder, C/M Capital Master Fund, LP, represents a substantial potential dilution to existing shareholders, increasing outstanding shares from 2,773,106 to 12,773,106.

Analyst Insight

Investors should approach SBEVW with extreme caution, recognizing the high risk associated with a company that has generated no revenue for months and is heavily reliant on future capital raises. Consider this a highly speculative investment; monitor closely for actual revenue generation and successful deployment of capital into its new ventures before committing significant funds. Existing shareholders should be prepared for potential significant dilution from the registered shares.

Financial Highlights

revenue

$0

revenue Growth

N/A

Revenue Breakdown

Key Numbers

• 10,000,000 — Shares of Common Stock (Registered for resale by C/M Capital Master Fund, LP)
• $35,000,000 — Maximum Aggregate Gross Proceeds (Company may receive from C/M Capital Master Fund, LP under the Purchase Agreement)
• $1.10 — Last Reported Sale Price (Of SBEV Common Stock on NYSE American as of December 16, 2025)
• 2,773,106 — Common Stock Outstanding (Immediately prior to this offering as of December 16, 2025)
• 12,773,106 — Common Stock Outstanding (Immediately following this offering, assuming all registered shares are issued)
• $2,000,000 — Gross Proceeds (From private placement of secured promissory notes in September 2025)
• $500,000 — Capital Needed (To obtain inventory for Chispo tequila sales)
• $4,000,000 — Capital Needed (To bottle, package, and ship the United Arab Emirates water order)
• $25,500 — Initial Capital Contribution (By SBII for 51% interest in BAAD Beverages LLC)
• March 2025 — Last Revenue Generation (Company has not generated revenue since this date)

Key Players & Entities

• SPLASH BEVERAGE GROUP, INC. (company) — Registrant and issuer of common stock
• C/M Capital Master Fund, LP (company) — Selling Stockholder registering 10,000,000 shares for resale
• William Meissner (person) — President and Chief Marketing Officer of Splash Beverage Group
• NYSE American (regulator) — Stock exchange where SBEV Common Stock is traded
• Securities and Exchange Commission (regulator) — Regulatory body for the S-1 filing
• Nason, Yeager, Gerson, Harris & Fumero, P.A. (company) — Legal counsel for the registrant
• BAAD Ventures, LLC (company) — Joint venture partner for THC and CBD beverage products
• BAAD Beverages LLC, LLC (company) — Newly formed joint venture entity
• Qplash (company) — Splash Beverage Group's e-commerce platform
• Chispo (company) — Tequila brand Splash Beverage Group is focused on selling

FAQ

Risk Factors

• Going Concern and Lack of Capital [high — financial]: The company has generated no revenue since March 2025 due to a lack of capital, raising substantial doubts about its ability to continue as a going concern. Auditors have included an explanatory paragraph regarding this issue.
• Inability to Acquire Inventory and Re-commence Operations [high — operational]: The company requires at least $2,000,000 in working capital to acquire inventory and re-commence minimal operations. Additional capital is needed for Chispo tequila ($500,000) and the UAE water order ($4,000,000).
• Substantial Additional Capital Requirements [high — financial]: Management estimates needing approximately $6 million for short-term goals and $22 million for the next 12 months related to Water Assets, including constructing a bottling facility. Failure to raise sufficient capital will prevent commercialization activities.
• Uncertainty of Business Plan Execution [medium — market]: Even if capital is raised, the company must determine how to invest it across various business aspects, including recommencing tequila sales, operating the Qplash platform, and developing the water extraction business. Success is not guaranteed.

Industry Context

The beverage industry is highly competitive, with established players and numerous emerging brands. Splash Beverage Group operates in multiple segments, including tequila, water, and potentially THC/CBD beverages. Success requires significant capital for production, marketing, distribution, and regulatory compliance.

Regulatory Implications

As a beverage company, Splash Beverage Group is subject to various federal, state, and local regulations concerning food safety, labeling, alcohol sales (if applicable), and potentially cannabis-related products. Compliance with these regulations is critical and can involve significant costs and lead times.

What Investors Should Do

1. Monitor Capital Raise Progress
2. Evaluate Management's Execution Capability
3. Assess Dilution Risk
4. Review Auditor's Going Concern Opinion

Key Dates

• 2025-09-19: Equity Line of Credit Agreement with C/M Capital Master Fund, LP — Allows for the registration of 10,000,000 shares for resale and provides potential access to up to $35,000,000 in gross proceeds.
• 2025-09-01: Private Placement of Secured Promissory Notes — Raised $2,000,000 in gross proceeds to acquire inventory and re-commence minimal operations.
• 2025-06-01: Acquisition of Costa Rican Water Assets — Acquired assets for water extraction and bottling, with plans to fulfill a $4,000,000 United Arab Emirates water order.
• 2025-03-01: Last Revenue Generation — Company has not generated revenue since this date due to lack of capital, highlighting severe operational and financial distress.

Glossary

S-1 Filing

A registration statement filed with the U.S. Securities and Exchange Commission (SEC) by companies planning to offer securities to the public. (This document provides the detailed information about the company's business, financial condition, and risks associated with the offering.)

Equity Line of Credit

An agreement where a company can sell shares to an investor at a fluctuating price over a period, providing flexible access to capital. (C/M Capital Master Fund, LP has an equity line of credit with Splash Beverage Group, allowing the fund to potentially purchase up to $35,000,000 in shares.)

Going Concern

An accounting assumption that a business will continue to operate for the foreseeable future. (The company's auditors have raised substantial doubts about its ability to continue as a going concern due to its lack of revenue and capital.)

Purchase Agreement

A contract outlining the terms and conditions for the sale and purchase of securities or assets. (This agreement with C/M Capital Master Fund, LP details the terms under which the fund may purchase shares from the company.)

Secured Promissory Note

A written promise to repay a debt, backed by collateral. (The company recently raised $2,000,000 through secured promissory notes, indicating debt financing with specific assets pledged as security.)

Year-Over-Year Comparison

This S-1 filing indicates a severe deterioration in the company's financial standing since its last reporting period. Notably, revenue has ceased entirely since March 2025, a stark contrast to any prior operational periods. The company is now heavily reliant on new financing, including an equity line of credit and promissory notes, to fund basic operations and inventory, whereas previous filings might have shown ongoing sales or a clearer path to revenue generation.

Key Financial Figures

• $0.001 — 0,000 shares of Common Stock, par value $0.001 per share, of Splash Beverage Group, In
• $1.10 — r Common Stock on the NYSE American was $1.10 per share. We are not selling any secu
• $35 million — t Shares. However, we may receive up to $35 million in aggregate gross proceeds from the sa
• $2,000,000 — tes,” for total gross proceeds of $2,000,000 and entered into an equity line of cred
• $500,000 — obtaining necessary capital of at least $500,000. In June 2025 the Company acquired wat
• $4,000,000 — mirates. We need to raise approximately $4,000,000 in order to bottle, package, and ship t
• $25,500 — for an initial capital contribution of $25,500, with BAAD receiving the remaining 49%
• $24,500 — for an initial capital contribution of $24,500. Our team led by William Meissner has
• $35,000,000 — Commitment Shares. We may receive up to $35,000,000 in aggregate gross proceeds from the Se
• $29.13 — ng a weighted-average exercise price of $29.13 per share; 6,807,383 shares underlyin
• $5.96 — ng a weighted-average exercise price of $5.96 per share; 6,583,840 shares underlyin
• $0 — ial statements contained herein, we had $0 revenue for the three months ended Sept
• $6 million — agement estimates needing approximately $6 million to achieve short term goals and approxi
• $22 million — ieve short term goals and approximately $22 million to achieve the Company’s goals fo

Filing Documents

• e7100_s-1.htm (S-1) — 1523KB
• e7100_ex5-1.htm (EX-5.1) — 7KB
• e7100_ex10-32.htm (EX-10.32) — 216KB
• e7100_ex23-2.htm (EX-23.2) — 3KB
• e7100_ex107.htm (EX-FILING FEES) — 21KB
• image_001.gif (GRAPHIC) — 144KB
• image_001.jpg (GRAPHIC) — 24KB
• image_002.jpg (GRAPHIC) — 2KB
• 0001731122-25-001694.txt ( ) — 2127KB
• e7100_ex107_htm.xml (XML) — 7KB

RISK FACTORS

RISK FACTORS 5 THE PURCHASE AGREEMENT 25

USE OF PROCEEDS

USE OF PROCEEDS 29 PLAN OF DISTRIBUTION 30 DIVIDEND POLICY 32 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 32

BUSINESS

BUSINESS 39 MARKET FOR COMMON STOCK 44 MANAGEMENT 45 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 50

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 51 PRINCIPAL STOCKHOLDERS 54 DESCRIPTION OF OUR SECURITIES 56 THE SELLING STOCKHOLDER 59

LEGAL PROCEEDINGS

LEGAL PROCEEDINGS 62 LEGAL MATTERS 62 EXPERTS 62 WHERE YOU CAN FIND MORE INFORMATION 63 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE 63 EXHIBIT INDEX II-8

SIGNATURES

SIGNATURES II-12 The Selling Stockholder is offering to sell, and seeking offers to buy, our securities only in jurisdictions where such offers and sales are permitted. You should rely only on the information contained in this Prospectus. We have not authorized anyone to provide you with any information other than the information contained in this Prospectus. The information contained in this Prospectus is accurate only as of the date of this Prospectus or such other date stated in this Prospectus, regardless of the time of our delivery or of any sale or delivery of our securities and our business, financial condition, results of operations and/or prospects may have changed since those dates. Neither the delivery of this Prospectus nor any sale or delivery of our securities shall, under any circumstances, imply that there has been no change in our affairs since the date of this Prospectus. This Prospectus will be updated and made available for delivery to the extent required by the federal securities laws. Unless otherwise indicated, data contained in this Prospectus concerning our business are based on information from various public sources. Although we believe that these data are generally reliable, such information is inherently imprecise, and our estimates and expectations based on these data involve a number of assumptions and limitations. As a result, you are cautioned not to give undue weight to such data, estimates or expectations. In this Prospectus, unless the context indicates otherwise, references to “Splash”, “we”, the “Company,” “our” and “us” refer to the activities of and the assets and liabilities of the business and operations of Splash Beverage Group, Inc. CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS This Prospectus, including documents incorporated by reference into this Prospectus, contain “forward-looking statements” within the meaning of Section 27A o

RISK FACTORS

RISK FACTORS Investing in our Common Stock involves a high degree of risk. Investors should carefully consider the following Risk Factors before deciding whether to invest in the Company. Additional risks and uncertainties not presently known to us, or that we currently deem immaterial, may also impair our business operations or our financial condition. If any of the events discussed in the Risk Factors below occur, our business, consolidated financial condition, results of operations or prospects could be materially and adversely affected. In such case, the value and marketability of the Common Stock could decline. Risks Related to our Business Because we lack the capital to acquire inventory and market our products, we have generated no revenue since March 2025, making our ability to remain in operation more difficult, and there are substantial doubts as to our ability to continue as a going concern. As reflected in this the financial statements contained herein, we had $0 revenue for the three months ended September 30, 2025. In fact, we have not generated any revenue since March 2025. In order to generate revenue, we require at least $2,000,000 of working capital in order to acquire inventory and re-commence minimal operations. This does not include our plans for our Costa Rica water assets acquired in June 2025 (the “Water Assets”) or Chispo tequila business plans which will require substantial additional capital. Specifically, management estimates needing approximately $6 million to achieve short term goals and approximately $22 million to achieve the Company’s goals for the next 12 months with respect to the Water Assets, which would include constructing a bottling facility at the location of the Water Assets in Costa Rica, and other aspects of its business plan. Our lack of cash resources has prevented us from carrying on our commercialization activities. In addition, our lack of working capital has prevented us from marketing our pr

View Full Filing

View this S-1 filing on SEC EDGAR