Innovation Beverage Group Ltd美股招股说明书(2026-01-14版)

UP TO $2,500,000 OF ORDINARY SHARES____________________________ We have entered into a sales agreement (the “Sales Agreement”) with Aegis Capital Corp. (the “Sales Agent” or “Aegis”), pursuant towhich we may, from time to time, issue and sell our ordinary shares, no par value per share (“Ordinary Shares”), covered by thisprospectus supplement and accompanying prospectus from time to time through or to the Sales Agent, acting as our agent or principal. An At-the-Market (“ATM”) program will allow us to raise capital by selling Ordinary Shares in open market transactions at ourdiscretion. Unlike in underwritten public offerings, sales under ATM programs are not marketed, they are made at prevailing marketprices, and they are generally less dilutive to shareholders than marketed offerings that generate the same net proceeds because (i) theyare typically less expensive to transact than marketed offerings and (ii) they can be executed without a discount to the prevailingmarket price of the stock that is typical in marketed offerings. Our Board of Directors (the “Board”) has concluded that, at this time, itis in our best interest to have an ATM program available and to be used at our discretion for capital raising, since it enables us todetermine the timing, quantity, and pricing of sales. Under the Sales Agreement, we will not be obligated to sell any shares, but wemay issue and sell Ordinary Shares having an aggregate gross sales price of up to $2,500,000 through the Sales Agent. Our Ordinary Shares are listed on The Nasdaq Capital Market (“Nasdaq”) under the symbol “IBG.” On January 12, 2026, the lastreported sales price of our Ordinary Shares was $1.64 per share. As of December 19, 2025, the aggregate market value worldwide of our outstanding Ordinary Shares held by non-affiliates wasapproximately $6,653,830, based on 3,470,331 Ordinary Shares outstanding, of which 2,672,221 Ordinary Shares were held by non-affiliates, and a per share price of $2.49 based on the closing sale price of the Ordinary Shares on Nasdaq on December 19, 2025.Pursuant to General Instruction I.B.5 of Form F-3, in no event will we sell Ordinary Shares in a public primary offering with a valueexceeding one-third of our public float in any 12-month period so long as our public float remains below $75,000,000. We have notoffered any securities pursuant to General Instruction I.B.5. of Form F-3 during the prior 12 calendar month period that ends on andincludes the date of this prospectus. Ordinary Shares covered by this prospectus may be sold by any method deemed to be an “at-the-market offering” as defined in Rule415(a)(4) under the Securities Act of 1933, as amended (the “Securities Act”). If authorized by us in writing, the Sales Agent may alsosell shares of our Ordinary Shares in negotiated transactions at market prices prevailing at the time of sale or at prices related to suchprevailing market prices and/or by any other method permitted by law. If we and the Sales Agent agree on any method of distributionother than sales of shares of our Ordinary Shares on or through Nasdaq or another existing trading market in the United States atmarket prices, we will file a further prospectus supplement providing all information about such offering as required by Rule 424(b)under the Securities Act. The Sales Agent is not required to sell any specific number or dollar amount of securities but, when itreceives a sale order from us, the Sales Agent has agreed to use commercially reasonable efforts consistent with normal trading andsales practices to execute the order on mutually agreed terms. There is no arrangement for funds to be received in any escrow, trust, orsimilar arrangement. The compensation payable to the Sales Agent for sales of Ordinary Shares sold pursuant to the Sales Agreement will be 3.0% of thegross proceeds of the sales price of Ordinary Shares sold, in addition to reimbursement of certain expenses. See “Plan of Distribution.”We anticipate no other commissions or material expenses for sales under the Sales Agreement. The orders will be executed at pricelimits imposed by us. Even though this prospectus does not relate to a marketed offering of Ordinary Shares, in connection with the sale of Ordinary Sharesunder the Sales Agreement, the Sales Agent will be deemed to be an “underwriter” within the meaning of the Securities Act, and thecompensation of the Sales Agent will be deemed to be underwriting commissions or discounts. We have agreed to indemnify the SalesAgent against certain civil liabilities, including liabilities under the Securities Act. See the section titled “Plan of Distribution” on pageS-9 of this prospectus. We are both an “emerging growth company” and a “foreign private issuer” as defined under the applicable U.S. federal securities lawsand, as such, may elect to comply with certain reduced public company reporting requirements for this and future filings. INVESTING IN OUR SECURITIES INVOLVES RISKS. SEE THE “R