Splash Beverage Registers 7.7M Shares for Resale; Seeks Capital for Growth

TL;DR

**SBEVW is a speculative bet; existing shareholders are cashing out, and the company desperately needs millions in new capital to restart operations and execute on unproven ventures.**

AI Summary

SPLASH BEVERAGE GROUP, INC. (SBEVW) filed an S-1 to register 7,765,238 shares of Common Stock for sale by existing Selling Stockholders, which will not generate direct proceeds for the company, except from cash exercises of warrants. The company has not generated revenue since March 2025 due to a lack of capital, but secured $2,000,000 in gross proceeds from secured promissory notes in September 2025 and established an Equity Line of Credit (ELOC) Agreement. SBEVW plans to re-commence operations, focusing on its Qplash e-commerce platform, Chispo tequila sales (requiring $500,000 capital), and bottling Costa Rican Water Assets (requiring $4,000,000 for a UAE purchase order). On November 24, 2025, a subsidiary, SBII, formed a joint venture, BAAD Beverages LLC, for THC and CBD beverage products, with SBII contributing $25,500 for a 51% interest. The company is also exploring strategic alternatives, including potential acquisitions, to create stockholder value. As of December 18, 2025, SBEVW had 2,773,106 shares outstanding, with the offering potentially increasing this to 10,538,344 shares.

Why It Matters

This S-1 filing signals a critical juncture for Splash Beverage Group, Inc. (SBEVW) as it seeks to unlock liquidity for existing investors while simultaneously attempting to recapitalize its operations. For investors, the lack of direct proceeds from this offering, coupled with the significant capital requirements of $500,000 for Chispo tequila and $4,000,000 for Water Assets, highlights substantial execution risk. Employees and customers face uncertainty given the company's lack of revenue since March 2025. In a highly competitive beverage market, SBEVW's reliance on future capital raises and strategic acquisitions, without current revenue, positions it precariously against established players.

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 requires approximately $4,000,000 to fulfill a single purchase order for its Water Assets and $500,000 to commence Chispo tequila sales, demonstrating significant funding gaps for core business activities. Furthermore, the offering is solely for Selling Stockholders, meaning the company will not receive proceeds to fund its operations, exacerbating its capital deficiency.

Analyst Insight

Investors should exercise extreme caution and consider this a highly speculative investment. Given the company's lack of revenue since March 2025 and its reliance on future capital raises, new investors should wait for clear evidence of sustained revenue generation and successful execution of its business plans before considering a position. Existing investors should evaluate their risk tolerance given the dilution potential from the 7,765,238 shares being registered for resale and the company's ongoing capital needs.

Financial Highlights

debt To Equity

N/A

revenue

$0.00

operating Margin

N/A

total Assets

N/A

total Debt

N/A

net Income

N/A

eps

N/A

gross Margin

N/A

cash Position

N/A

revenue Growth

N/A

Revenue Breakdown

Key Numbers

• $0.001 — Par value per share of Common Stock (Standard par value for SBEVW common stock)
• 7,765,238 — Shares of Common Stock offered by Selling Stockholders (Represents potential dilution and liquidity for existing investors)
• $1.10 — Last reported sales price for Common Stock on December 18, 2025 (Current market valuation of SBEVW shares)
• $2,000,000 — Gross proceeds from secured promissory notes in September 2025 (Capital raised to re-commence operations)
• $500,000 — Capital needed for Chispo tequila operations (Specific funding requirement for a key beverage business)
• $4,000,000 — Capital needed for Water Assets bottling and shipping (Specific funding requirement for a major purchase order from UAE)
• 51% — Financial interest of SBII in BAAD Beverages LLC (Majority stake in the THC and CBD beverage joint venture)
• $25,500 — Initial capital contribution by SBII to BAAD Beverages LLC (Investment in the THC and CBD beverage joint venture)
• 2,773,106 — Shares of Common Stock outstanding before the offering (as of Dec 18, 2025) (Base number of shares before potential dilution from the S-1 offering)
• 10,538,344 — Shares of Common Stock to be outstanding after the offering (Total shares outstanding if all registered shares are converted/exercised and sold)

Key Players & Entities

• SPLASH BEVERAGE GROUP, INC. (company) — Registrant and issuer of common stock
• William Meissner (person) — President and Chief Marketing Officer of Splash Beverage Group, Inc.
• Nason, Yeager, Gerson, Harris & Fumero, P.A. (company) — Legal counsel for the registrant
• Michael Harris, Esq. (person) — Legal counsel for the registrant
• Constantine Christakis, Esq. (person) — Legal counsel for the registrant
• NYSE American (regulator) — Stock exchange where SBEV Common Stock is traded
• Qplash (company) — Splash Beverage Group's e-commerce platform
• Chispo (company) — Tequila brand focused on by Splash Beverage Group
• BAAD Ventures, LLC (company) — Joint venture partner with Splash Beverage Group II Inc.
• C/M Capital Master Fund, LP (company) — Selling Stockholder and provider of Equity Line of Credit facility

FAQ

Risk Factors

• Lack of Capital and Going Concern Uncertainty [high — financial]: The company has generated no revenue since March 2025 due to a lack of capital for inventory and marketing. Auditors have expressed substantial doubts about the company's ability to continue as a going concern, which could lead to a total loss of investment for stockholders.
• Significant Capital Requirements for Operations [high — financial]: The company requires at least $2,000,000 in working capital to re-commence minimal operations. Plans for Chispo tequila and Costa Rican Water Assets require an estimated $6 million for short-term goals and $22 million for 12-month objectives, including a bottling facility.
• Dependence on Successful Capital Raising and Execution [high — operational]: The company's ability to remain operational is contingent on raising sufficient capital not only for general and administrative expenses but also for marketing and inventory. There is no guarantee of success in developing and executing business plans for various ventures.
• Dilution from Selling Stockholder Offering [medium — market]: The registration of 7,765,238 shares for sale by existing Selling Stockholders could significantly increase the total outstanding shares to 10,538,344, potentially diluting the value of existing shares.
• THC and CBD Beverage Venture Regulatory Uncertainty [medium — regulatory]: The formation of BAAD Beverages LLC for THC and CBD products introduces regulatory risks associated with these emerging markets, which are subject to evolving federal and state laws.

Industry Context

Splash Beverage Group operates in the highly competitive beverage industry, encompassing alcoholic (tequila), non-alcoholic (water), and emerging markets (THC/CBD beverages). The industry is characterized by strong brand loyalty, significant marketing expenditures, and evolving consumer preferences towards healthier or novel options. Competition comes from established giants and agile startups, making market penetration and sustained growth challenging, especially for companies with limited capital.

Regulatory Implications

The company faces significant regulatory hurdles, particularly with its planned entry into the THC and CBD beverage market through BAAD Beverages LLC. These products are subject to complex and often changing regulations at federal, state, and local levels, impacting production, distribution, and marketing. Additionally, the bottling and distribution of water assets may involve environmental and health regulations.

What Investors Should Do

1. Monitor Capital Raising Efforts
2. Assess Execution Risk of New Ventures
3. Evaluate Dilution Impact
4. Scrutinize Going Concern Opinion

Key Dates

• 2025-03-01: Last reported revenue generation — Indicates a prolonged period of operational inactivity due to capital constraints.
• 2025-09-01: Secured $2,000,000 in gross proceeds from secured promissory notes — Provided essential capital to attempt re-commencing operations.
• 2025-06-01: Acquired Costa Rican Water Assets — Represents a significant planned operational expansion requiring substantial future capital investment.
• 2025-11-24: Subsidiary SBII formed BAAD Beverages LLC joint venture — Entry into the THC and CBD beverage market, diversifying product offerings but introducing new regulatory risks.
• 2025-12-18: Last reported sales price for Common Stock — $1.10 per share, providing a current market valuation reference point.
• 2025-12-18: 2,773,106 shares of Common Stock outstanding — Baseline share count before the potential dilution from the S-1 offering.

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 details the company's business, financial condition, and risks associated with investing in its securities.)

Selling Stockholders

Existing shareholders who are registering their shares for sale to the public. (The shares offered by selling stockholders do not provide direct proceeds to the company, but their sale can increase the public float and potentially dilute existing shareholders.)

Warrants

Securities that give the holder the right, but not the obligation, to purchase a company's stock at a predetermined price within a specified timeframe. (Cash exercises of warrants can provide the company with capital.)

Equity Line of Credit (ELOC)

An agreement where a company can sell shares to an investor at its discretion over a period of time, up to a certain amount. (Provides a potential source of capital for the company, subject to market conditions and agreement terms.)

Going Concern

An assumption that a company will continue to operate for the foreseeable future, typically at least the next 12 months. (Auditors' doubts about a company's ability to continue as a going concern signal significant financial distress.)

Joint Venture

A business arrangement where two or more parties agree to pool their resources for the purpose of accomplishing a specific task. (The company has formed a joint venture for THC and CBD beverages, indicating a strategic expansion into new product categories.)

Year-Over-Year Comparison

This S-1 filing indicates a significant deterioration in the company's financial standing since any prior reporting period. Notably, revenue has ceased entirely since March 2025, a stark contrast to any previous operational periods. The company is now operating under substantial doubt regarding its ability to continue as a going concern, a risk factor that would likely have been less severe or absent in previous filings. The current focus is on raising critical capital to restart operations, rather than on growth or profitability metrics.

Key Financial Figures

• $0.001 — 5,238 shares of Common Stock, par value $0.001 per share (“Common Stock”)
• $1.10 — ed sales price for our Common Stock was $1.10 per share. The applicable prospectus s
• $2,000,000 — tes,” for total gross proceeds of $2,000,000 and entered into the ELOC Agreement all
• $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
• $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

• e7150_s-1.htm (S-1) — 1711KB
• e7150_ex5-1.htm (EX-5.1) — 9KB
• e7150_ex23-2.htm (EX-23.2) — 3KB
• e7150_ex107.htm (EX-FILING FEES) — 30KB
• image_001.gif (GRAPHIC) — 144KB
• image_001.jpg (GRAPHIC) — 24KB
• image_002.jpg (GRAPHIC) — 2KB
• 0001731122-25-001709.txt ( ) — 2122KB
• e7150_ex107_htm.xml (XML) — 12KB

RISK FACTORS

RISK FACTORS 4 THE PRIVATE PLACEMENTS 20

USE OF PROCEEDS

USE OF PROCEEDS 23 PLAN OF DISTRIBUTION 23 DIVIDEND POLICY 25 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 25

BUSINESS

BUSINESS 31 MARKET FOR COMMON STOCK 36 MANAGEMENT 37 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 42

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 43 PRINCIPAL STOCKHOLDERS 45 DESCRIPTION OF OUR SECURITIES 46 THE SELLING STOCKHOLDERS 49

LEGAL PROCEEDINGS

LEGAL PROCEEDINGS 52 LEGAL MATTERS 52 EXPERTS 53 WHERE YOU CAN FIND MORE INFORMATION 53 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE 53 EXHIBIT INDEX II-8

SIGNATURES

SIGNATURES II-12 ii The Selling Stockholders are 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. iii CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS This Prospectus, including documents incorporated by reference into this Prospectus, contain “forward-looking statements” within the meaning of Se

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

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