M&A - SPLASH BEVERAGE GROUP, INC.

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Form Type: 8-K

Filing Date: 2025-06-26

Corporate Action: Acquisition

Type: New

Accession Number: 000173112225000910

Filing Summary: On June 26, 2025, Splash Beverage Group, Inc. entered into an Asset Purchase Agreement with Utopia Holdings Inc., agreeing to purchase exclusive water rights and related assets to an underground network of aquifers in Costa Rica. The Company will issue 20,000 shares of Series C Convertible Preferred Stock in exchange for these assets. If the seller fails to deliver the assets or an alternative value of $20 million by December 31, 2025, the share issuance will be cancelled. The Series C shares carry a stated value of $1,000 per share, are convertible at $3.00 per share starting on the Shareholder Approval Date, do not have dividend or voting rights, and are not redeemable. This acquisition is part of a broader strategy to enhance the Company's asset base and equity position, now believed to exceed $6 million, which addresses previous NYSE American shareholder equity deficiencies.

Additional details:

Shareholder Approval Date: Shareholder Approval Date refers to the date when shareholders approve the amendment to Articles of Incorporation as necessary for the issuance of the underlying securities.


Preferred Stock Issued: 20,000 shares of Series C Convertible Preferred Stock were issued to the seller.


Alternative Consideration: $20 million in lieu of asset delivery by the seller.


Stated Value Series C: $1,000 per share for Series C.


Conversion Price Series C: $3.00 per share for Series C.


Equity Position: The Company's shareholders’ equity is now believed to exceed $6 million.


Form Type: 8-K

Filing Date: 2025-06-26

Corporate Action: Acquisition

Type: New

Accession Number: 000173112225000912

Filing Summary: On June 26, 2025, Splash Beverage Group, Inc. announced the execution of an agreement to acquire certain assets, which was publicized through a press release. This filing under Form 8-K reported the acquisition and included relevant details about the company's filings and compliance as an emerging growth company.

Additional details:

Item Number: 7.01


Press Release Date: 2025-06-26


Emerging Growth Company: true


Exhibit 99 1: Press Release dated June 26, 2025


Exhibit Type: Furnished


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