Splash Beverage Group Inc美股招股说明书(2026-01-26版)

PROSPECTUS SUPPLEMENT(to Prospectus dated December 22, 2025) Splash Beverage Group, Inc.10,000,000 shares of Common Stock This Prospectus Supplement supplements the Prospectus dated December 22, 2025 (the “Prospectus”), which forms a part of theRegistration Statement on Form S-1 (File No. 333-292243) (the “Registration Statement”) filed by Splash Beverage Group, Inc.(“Splash” or the “Company”) with the Securities and Exchange Commission (“SEC”). The Prospectus Supplement is being filed to update and supplement the information in the Prospectus with the information containedin the Company’s Current Report on Form 8-K, filed with the SEC on January 26, 2026, (the “Form 8-K”). Accordingly, we haveattached copies of the Form 8-K to this Prospectus Supplement. This Prospectus Supplement updates and supplements the information in the Prospectus and is not complete without, and may not bedelivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. This ProspectusSupplement should be read in conjunction with the Prospectus and if there is any inconsistency between the information in theProspectus and this Prospectus Supplement, you should rely on the information in this Prospectus Supplement. See the section entitled “Risk Factors” beginning on page 5 of the Prospectus as well as risks and uncertainties described undersimilar headings in any amendments or supplements to the Prospectus to read about factors you should consider before buyingour securities. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or passed upon the accuracy or adequacy of this Prospectus Supplement or the Prospectus. Any representation to thecontrary is a criminal offense. The date of this Prospectus Supplement is January 26, 2026. UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 26, 2026 SPLASH BEVERAGE GROUP, INC. (Exact name of registrant as specified in its charter) Registrant’s telephone number, including area code:(954) 745-5815 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrantunder any of the following provisions: ☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933(CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (CFR §240.12b-2 of this chapter). Emerging growth company☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Item 1.01 Entry into a Material Definitive Agreement. On January 26, 2026, Splash Beverage Group, Inc., a Nevada corporation (the “Company”) entered into an agreement (the “LetterAgreement”) with C/M Capital Master Fund, LP (the “Investor”) which Investor is the counterparty to that certain Securities PurchaseAgreement dated September 19, 2025 establishing an equity line of credit facility between the Company and the Investor (the “ELOCAgreement”). Pursuant to the Letter Agreement, the Company in lieu of issuing the Investor shares of common stock referred to in theELOC Agreement as the “Commitment Shares”, as such term is defined and described in the ELOC Agreement, the Company insteadissued to the Investor a promissory note (the “Note”). A copy of the ELOC Agreement was previously filed as Exhibit 10.3 to theCompany’s Current Report on Form 8-K filed on September 25, 2025. The Note has an initial principal amount of $525,000, which shall be subject to increase up to $700,000 in connection with sales madeunder the ELOC Agreement which increase, if applicable, would reflect the additional 0.5% of Commitment Shares the Investor waspreviously entitled to receive under the ELOC Agreement. The Note bears no interest unless an event of default occurs whereupon interest accrues at a rate of 10% per annum, and matures onJanuary 26, 2028. In addition, following the repayment of prior promissory notes originally issued on September 22, 2025 to the Investor and an affiliate,the Note is subject to mandatory prepayments from net proceeds received by the Company under the ELOC Agreement