IBG News & Events

Innovation Beverage announced that it has acquired a controlling interest in BlockFuel Energy. This transaction represents a milestone towards the proposed merger between both companies, which they anticipate closing in the coming weeks. On March 16, IBG entered into a share exchange agreement with certain shareholders of BFE pursuant to which IBG acquired 127,628 shares of BFE common stock, representing approximately 51% of BFE's outstanding equity. As consideration for those shares, IBG issued warrants to purchase an aggregate of 3,815,766 ordinary shares of IBG at an exercise price of $0.0001 per share, which are not exercisable until shareholder approval and approval by Nasdaq are obtained. The warrant shares represent 45.9% of the issued and outstanding shares of IBG and will represent 51% of the merger consideration payable at the time of the closing of the merger. Upon the consummation of the proposed merger between IBG and BFE, the warrants will be automatically adjusted to an aggregate of 20,643,297 ordinary shares of IBG and will be deemed exercised. As part of the transaction, IBG also provided BFE with a $2.5M unsecured loan, which facilitated the repurchase and cancellation of certain outstanding BFE shares. Following the closing of the previously announced merger, this loan will convert into an intercompany balance within the combined organization, further consolidating IBG's ownership position. Concurrently, IBG, BFE, and IBG's wholly owned subsidiary, InnoBev Merger Corp., entered into an amended and restated agreement and plan of merger. Upon completion of the proposed merger, BFE will become a wholly owned subsidiary of IBG and BFE equity holders are expected to own approximately 90% of the combined company, with IBG's existing shareholders owning approximately 10%, subject to customary adjustments and dilution.

Innovation Beverage Group announced the closing of its registered public offering made on a reasonable best-efforts basis with gross proceeds to the company of approximately $6M, before deducting placement agent fees and other offering expenses payable by the company. The offering consisted of 3,428,569 Common Units. The public offering price per Common Unit was $1.75. The Pre-Funded Warrants are immediately exercisable and may be exercised at any time until exercised in full. For each Pre-Funded Unit sold in the offering, the number of Common Units in the offering was decreased on a one-for-one basis. The initial exercise price of each Series A Warrant is $1.75 per Ordinary Share. The Series A Warrants are exercisable immediately and expire 60 months after the initial issuance date. The number of securities issuable under the Series A Warrant is subject to adjustment as described in more detail in the registration statement on Form F-1, as amended, filed in connection with the offering. The initial exercise price of each Series B Warrant is $1.75 per Ordinary Share. The Series B Warrants are exercisable immediately and expire 60 months after the initial issuance date. Aggregate gross proceeds to the company were approximately $6M. The transaction closed on March 16, 2026. The Company intends to use $2,500,000 of the net proceeds to make a non-interest bearing loan to Blockfuel in order for Blockfuel to exercise its call right pursuant to the Common Stock Purchase Agreement dated as of December 24, 2025, by and among Blockfuel and the investors thereto. The company intends to use the remaining net proceeds from the offering, together with its existing cash, for general corporate purposes and working capital.

Innovation Beverage Group announced the pricing of a public offering made on a reasonable best efforts basis with gross proceeds to the Company expected to be approximately $6M, before deducting placement agent fees and other offering expenses payable by the Company. The offering consists of 3,428,569 Common Units, each consisting of one Ordinary Share or one Pre-Funded Warrant, one Series A Registered Common Warrant to purchase one Ordinary Share per warrant at an exercise price of $1.75 and one Series B Registered Common Warrant to purchase one Ordinary Share per warrant at an exercise price of $1.75. The public offering price per Common Unit is $1.75. The Pre-Funded Warrants will be immediately exercisable and may be exercised at any time until exercised in full. For each Pre-Funded Unit sold in the offering, the number of Common Units in the offering will be decreased on a one-for-one basis. The initial exercise price of each Series A Common Warrant is $1.75 per Ordinary Share. The Series A Common Warrants are exercisable immediately and expire 60 months after the initial issuance date. The number of securities issuable under the Series A Common Warrant is subject to adjustment as described in more detail in the registration statement on Form F-1 filed in connection with the offering. The initial exercise price of each Series B Common Warrant is $1.75 per Ordinary Share. The Series B Common Warrants are exercisable immediately and expire 60 months after the initial issuance date. The number of securities issuable under the Series B Common Warrant is subject to adjustment as described in more detail in the registration statement on F-1 filed in connection with the offering. Aggregate gross proceeds to the Company are expected to be approximately $6M. The transaction is expected to close on or about March 16, 2026, subject to the satisfaction of customary closing conditions. Aegis Capital Corp. is acting as the exclusive placement agent for the offering.