Splash Beverage Group Inc美股招股说明书(2026-01-02版)

PROSPECTUS Splash Beverage Group, Inc. 10,000,000 Shares of Common Stock This Prospectus relates to the potential resale from time to time by C/M Capital Master Fund, LP (the “Selling Stockholder” or “C/M”)of up to 10,000,000 shares of Common Stock, par value $0.001 per share, of Splash Beverage Group, Inc. (the “Company,” “Splash,”“we,” “our” or “us”). The shares of Common Stock to which this Prospectus relates consist of shares that have been or may be issuedby us to the Selling Stockholder pursuant to a Securities Purchase Agreement, dated September 19, 2025 between us and the SellingStockholder (the “Purchase Agreement”), establishing an equity line of credit (such transaction, the “ELOC”). Such shares of CommonStock include (i) up to 9,652,434 shares of Common Stock, or the “Purchase Shares,” that we may elect, in our sole discretion, subjectto the restrictions and satisfaction of the conditions in the Purchase Agreement, to issue and sell to the Selling Stockholder, from timeto time from and after the Commencement Date (as defined below) under the Purchase Agreement, and subject to applicable stockexchange rules and (ii) up to 347,566 shares of Common Stock, or the “Commitment Shares”, that have or may be issued to theSelling Stockholder in connection with related issuances and sales of Purchase Shares as consideration for the Selling Stockholder’sexecution and delivery of the Purchase Agreement. See “The Purchase Agreement” at page 7 for a description of the PurchaseAgreement and the transactions contemplated thereby. Our Common Stock is traded on the NYSE American (the “NYSE American”) under the symbol “SBEV.” On December 16, 2025, thelast reported sale price of our Common Stock on the NYSE American was $1.10 per share. We are not selling any securities under this Prospectus and will not receive any of the proceeds from the sale of the shares of ourCommon Stock by the Selling Stockholder. Additionally, we will not receive any proceeds from the issuance or sale of anyCommitment Shares. However, we may receive up to $35 million in aggregate gross proceeds from the sale of the shares of CommonStock to the Selling Stockholder under the Purchase Agreement, from time to time in our discretion, subject to the restrictions andsatisfaction of the conditions in the Purchase Agreement, after the date the Registration Statement that includes this Prospectus isdeclared effective and after satisfaction of other conditions in the Purchase Agreement. The actual proceeds from the SellingStockholder may be less than this amount depending on the number of shares of our Common Stock sold and the price at which theshares of our Common Stock are sold. The Selling Stockholder may sell all or a portion of the shares of our Common Stock acquired under the Purchase Agreement on theNYSE American or through private transactions at prevailing market prices or at negotiated prices. We will bear all costs, expensesand fees in connection with the registration of the shares of our Common Stock, including with regard to compliance with statesecurities or “blue sky” laws. The Selling Stockholder will bear all commissions and markdowns, if any, attributable to its sale ofshares of our Common Stock. See “Plan of Distribution” for more information about how the Selling Stockholder may sell the sharesof Common Stock being registered pursuant to this Prospectus. The Selling Stockholder is deemed to be an underwriter under theSecurities Act of 1933 (the “Securities Act”) with respect to the resale of shares sold by it on the NYSE American. You should read this Prospectus and any prospectus supplement or amendment, together with additional information described underthe headings “Where You Can Find More Information”, carefully before you invest in our securities. Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties describedunder the heading “Risk Factors” beginning on page 5 of this Prospectus, and under similar headings in any amendment orsupplement to this Prospectus or in any other documents incorporated by reference into this Prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or determined whether this prospectus is truthful or complete. Any representation to the contrary is a criminaloffense. The date of this Prospectus is December 22, 2025. Table of Contents PageCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS1PROSPECTUS SUMMARY2RISK FACTORS5THE PURCHASE AGREEMENT25USE OF PROCEEDS29PLAN OF DISTRIBUTION30DIVIDEND POLICY32MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS32BUSINESS39MARKET FOR COMMON STOCK44MANAGEMENT45CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS50EXECUTIVE COMPENSATION51PRINCIPAL STOCKHOLDERS54DESCRIPTION OF OUR SECURITIES56THE SELLING STOCKHOLDER59LEGAL PROCEEDINGS62LEGAL MATTERS62EXPERTS62WHERE YOU CAN FIND