Splash Beverage Group Inc美股招股说明书(2026-06-26版)

SPLASH BEVERAGE GROUP, INC. PROSPECTUS 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” or the “ELOC Agreement”), establishing an equity line of credit (such transaction, the“ELOC”). Such shares of Common Stock consists of up to 10,000,000 shares of Common Stock, or the “Purchase Shares,” that wemay elect, in our sole discretion, subject to the restrictions and satisfaction of the conditions in the Purchase Agreement, to issue andsell to the Selling Stockholder, from time to time from and after the Commencement Date (as defined below) under the PurchaseAgreement. See “The Purchase Agreement” at page 7 for a description of the Purchase Agreement and the transactions contemplatedthereby. Our Common Stock is traded on the NYSE American (the “NYSE American”) under the symbol “SBEV.” On June 10, 2026, the lastreported sale price of our Common Stock on the NYSE American was $0.29 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. However, we may receive up to $32,164,892 in aggregate gross proceeds from the sale ofthe shares of Common Stock to the Selling Stockholder under the Purchase Agreement which represents the total maximum amountunder the Purchase Agreement less prior sales, from time to time in our discretion, subject to the restrictions and satisfaction of theconditions in the Purchase Agreement, after the date the registration statement that includes this Prospectus is declared effective andafter satisfaction of other conditions in the Purchase Agreement. The actual proceeds from the Selling Stockholder may be less thanthis amount depending on the number of shares of our Common Stock sold and the price at which the shares of our Common Stock aresold. 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 June 22, 2026. Table of Contents PageCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS1PROSPECTUS SUMMARY2RISK FACTORS4THE PURCHASE AGREEMENT23USE OF PROCEEDS27PLAN OF DISTRIBUTION28DIVIDEND POLICY30MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS30BUSINESS35MARKET FOR COMMON STOCK36MANAGEMENT37CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS39EXECUTIVE COMPENSATION41PRINCIPAL STOCKHOLDERS46DESCRIPTION OF OUR SECURITIES48THE SELLING STOCKHOLDER50LEGAL PROCEEDINGS53LEGAL MATTERS55EXPERTS55WHERE YOU CAN FIND MORE INFORMATION55INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE55 The Selling Stockholder is offering to sell, and seeking offers to buy, our securities only in jurisdictions where such offers and sales arepermitted. You should rely only on the information contained in this Prospectus. We have not authorized anyone to provide