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Item 1. Business

2026-04-15 compared with 2025-07-11 · 138 added, 318 removed, 15 unchanged (97% of the section changed)

Company Overview

Splash is a portfolio company managing

multiple brands across several growth segments within the consumer beverage industry.

Splash has built organizational capabilities and

an infrastructure enabling it to incubate and/or acquire brands with the intention of efficiently accelerating them to higher volume and

sales revenue.

The management team has proven capabilities in building consumer franchises and marketing and distributing multiple brands

of beverages within the non-alcoholic and alcoholic segments.

Manufacturing is typically outsourced to third party co-packers and distillers,

or in select cases for a brand such as Copa DI Vino ® wines, performed within our own facility in Oregon.

We believe the distribution landscape

in the beverage industry is changing rapidly as tech-enabled e-commerce business models are thriving.

Direct to consumer, office or home

solutions are projected to continue to gain traction in the future.

Recognizing this opportunity Splash continues to shape its operating

model to be vertically integrated with our e-commerce platform, Qplash, which purchases local and regional brands for developing a direct

line of sales to boutique retail stores and consumers.

Splash’s wholly owned subsidiary, Splash Beverage Group II, Inc.

was originally

incorporated in the State of Nevada under the name TapouT Beverages, Inc.

for the purpose of acquiring the rights under a license agreement

with TapouT, LLC (Authentic Brands Group).

In Q1 2024 the relationship between TapouT LLC and the Company was terminated.

In December 2020, Splash Beverage

purchased the key assets of the Copa DI Vino ® single serve wine company.

The operations and IP for Copa DI Vino ®

are wholly owned by Splash and incorporated in the state of Nevada under the name Copa DI Vino ® Wine Group Inc.

In addition, Splash has a joint

venture with SALT Naturally Flavored Tequila and Pulpoloco sangria that comes in a biodegradable can.

The Company’s leadership

understands the importance of infusing beverage brands with strong popular culture and lifestyle elements that drive trial, belief and,

most importantly, repeat purchases.

Our management team led by Robert

Nistico has over 28 years of experience in all levels of the three-tier distribution system used in the beverage industry working with

brands such as Red Bull and companies such as Gallo Winery and Republic National Distributing Company (RNDC Texas).

Our President &

CMO, Bill Meissner, has led major beverage brands including Sparkling Ice, Fuze, Sweet Leaf Tea and Jones Soda.

Our CFO, William Devereux,

has over 15 years of experience in finance, with an emphasis on investing, fundraising, corporate strategy, and mergers and acquisitions.

Our Senior Vice President of Sales, James Allred, has over 25 years’ experience in the beverage industry, predominately with Anheuser-Busch.

Our strategy is to combine the

traditional approach of manufacturing, distributing, and marketing of beverages, with early-stage brands that have a reasonable level

of pre-existing brand awareness and market presence, or have attributes that we believe to be purely innovative.

We believe this allows

us to break through the clutter of numerous brand introductions and dilute risk.

We apply this philosophy regardless of whether the brand

is 100% owned or a joint venture.

For acquisition or joint venture

consideration, we prefer to work with brands that already have one or more of the following in place:

Some level of preexisting brand awareness.

Regional presence that can be expanded.

Licensing an existing brand name.

Add to an underdeveloped and/or growing category capitalizing on consumer trends.

Innovation to an existing attractive category (such as flavored tequila).

A near term clear path to profitability.

We believe this platform model

provides us with two paths to success:

one, developing our wholly owned core brands and two, the ability to tap into high growth, early-stage

brands ready to scale.

This platform allows us to limit risk, and significantly reduce development expenses while simultaneously increasing

efficiencies for all brands in our portfolio.

Our management team has over 80

years of combined experience in the beverage industry, including decades of successful brand introductions by our management team (Gallo,

Red Bull, Bacardi, Diageo, Sparkling Ice, Coca-Cola, FUZE Beverage, NOS Energy, PepsiCo, SoBe Beverages, AB InBev, Muscle Milk, Marley

Beverages), we believe our ability to break through the distribution and retail bottlenecks makes us an attractive joint venture partner

to many new brand owners.

Splash has the ability to fully

own a brand or be flexible to engage in business ventures structured with a revenue split, or an equity position.

The benefit to Splash in these

shared brand ownerships is the ability to avoid the development costs for new products.

This model spreads our risk over several brands,

contributes to our economies of scale, improves our relationship with distributors and reduces the overall cost of infrastructure.

The Company also believes the distribution

landscape in the beverage category is changing rapidly.

Tech-enabled business models are thriving and direct to consumer, office and home

solutions are projected to continue to gain traction as beverage alcohol regulations evolve.

A core strategy for us is to optimize the

early success we’re seeing with the Qplash online platform, our consumer-packaged goods retail division and our first entry point

into the growing e-commerce channel.

During fiscal year 2024 we produced, distributed and marketed SALT Naturally Flavored

Tequila (“SALT”), a 100% agave 80 proof line of flavored tequilas, Copa DI Vino ® single serve wine by the glass,

and also import Pulpoloco Sangria in 3 flavors.

The following is a description

of these products.

SALT Flavored Tequila

We oversee production, distribute,

and market the following flavors under the brand name SALT Naturally Flavored Tequila:

Citrus flavor

Chocolate flavor

Vodka, rum, and brown spirits have

experienced significant growth when flavors are introduced, and we expect this growth of flavors to continue, as the tequila category

continues to rapidly expand.

SALT is currently being distributed

by various Anheuser-Busch & Miller-Coors distributorships, and other distributors in multiple U.S.

Additionally, SALT is for

sale in Mexico.

SALT has also launched in Guatemala and Japan and efforts continue to grow the brand’s international presence.

SALT is a business venture between

the Company and SALT USA, LLC.

All aspects of manufacturing, logistics, distribution and marketing are our responsibility.

TapouT License Agreement

We have the rights under a License

Agreement with ABG TapouT (the “License Agreement”) to produce, market, sell and distribute TapouT sports beverages in North

America (including US Territories and Military Bases), United Kingdom, Brazil, South Africa, Australia, Scandinavia, Peru, Colombia, Chile

and Guatemala.

The beverages covered by the License Agreement include sports drinks, energy drinks, energy shots, electrolyte chews, energy

bars, water, protein, and teas.

We pay a 6% royalty of net sales

or a guaranteed minimum annual royalty of $660,000, whichever is greater.

The License Agreement will expire on December 31, 2025, with

a renewal option through December 31, 2028 at which time it will be reviewed and renegotiated if necessary.

We have the right to use the TapouT brand to market, advertise and promote

for sale our TapouT beverages and branded products.

As part of the alliance, Splash commits to investing 2% of sales in marketing to the

TapouT Performance Brand.

TapouT provides marketing collateral for advertising and promotion and has influential relationships with select

celebrities and athletic talent.

TapouT agrees to use reasonable efforts to request its retained celebrities and/or athletes be present

at autograph signings, tradeshows and other similar events.

In Q1 2024 the relationship between TapouT LLC and the Company

was terminated.

Copa DI Vino ® Wine Group, Inc.

and Related Financing

On December 24, 2020, the Company

entered into an Asset Purchase Agreement with CdV, pursuant to which the Company purchased certain assets and assumed certain liabilities

that comprise the CdV business for a total purchase price of $5,980,000, payable in the combination of $2,000,000 in cash, a $2,000,000

convertible promissory note to CdV and a variable number of shares of the Company’s common stock based on an attainment of revenue

In conjunction with the acquisition,

the Company also entered into a Revenue Loan and Security Agreement (the “Loan and Security Agreement”) by and among the Company,

Robert Nistico, additional guarantor and each of the subsidiary guarantors from time-to-time party thereto (each a “Guarantor”,

and, collectively, the “Guarantors”), and Decathlon Alpha IV, L.P.

(the “Lender”).

The Loan and Security Agreement

provided for a revenue-based credit facility of $1,578,237 (the “Gross Amount”) with the Lender (the “Credit Facility”).

Copa DI Vino ® Wine Group, Inc.

Copa DI Vino ® is

the leading producer of premium wine by the glass in the United States.

The Copa DI Vino ® product line is highly innovative

as a ready to drink wine glass capable of going anywhere without the need for a bottle, corkscrew or glass.

The company also has a growing

keg wine business for on-premises restaurants and bars.

Through our acquisition of Copa

DI Vino ® Corporation, we are now able to offer nine varietals of wine:

Pinot Grigio, Riesling, Merlot, Chardonnay, White

Zinfandel, Moscato, Red Blend, Sauvignon Blanc and Cabernet Sauvignon.

In addition to its wine varietals, Copa DI Vino ®

also procures Pulpoloco, a sangria which is encased in an eco-friendly fiber based can from Spain.

The rights to utilize this packaging

for multiple categories were conveyed to SBG in conjunction with the distribution rights.

“Qplash” is a wholly

owned division of Splash.

It is our first entry point into the growing e-commerce channel.

The division sells beverages online through

www.qplash.com , and third-party storefronts such as Amazon.com.

Inside of the division, there are two primary customer groups:

business to business retailers, which in turn offer the products to their customers, and business to consumer, selling direct to end users.

The business-to-business program allows businesses to control inventory, order with payment terms, and offer the convenience of delivery

directly to each store.

During fiscal year 2024, Qplash

offered over 1,500 listings and has warehouses that ship from both California and Pennsylvania.

Our Competitive Strengths

We believe the following competitive strengths

contribute to the Company’s success and differentiate us from our competitors:

An established distribution network through global sales channels;

A hybrid distribution model that leverages multiple routes to market, including national chains, independent local markets, regional chains, and specialty food and C-Stores

Long-term relationships with retailers and the establishment of chains;

Premium customer service;

Dynamic and sustainable product offerings of natural quality and freshness with health benefits;

A highly experienced management team;

Strategically selected, dedicated sales professionals;

Qplash, our e-commerce platform, which provides us an integrated distribution platform for our non-alcoholic brands;

Ability to execute and distribute across many geographies on behalf of our licensed brand portfolio;

Strong brand awareness through partnerships and acquisitions of brands with pre-existing brand awareness, or viewed as truly innovative;

Celebrity and professional athlete endorsement of our brands.

Historically, Splash was a portfolio company seeking

to manage brands across viable growth segments within the consumer beverage industry.

As a result of our lack of capital, we did not generate

revenue from February 2025 until March 2026 when we delivered tequila as described below.

Our beverage operations have historically not

been profitable.

Because of our lack of capital to generate revenue, our management reviewed strategic alternatives inside and outside

of the beverage industry.

As a result, on March 4, 2026 the Company entered into a non-binding letter of intent setting forth the principal

terms of a potential acquisition of a leading manufacturer and multi-brand operator of federally compliant cannabinoid wellness products.

See “Letter of Intent” immediately below for more information.

As of the date of this Report, the Company has not entered

into a definitive written agreement with respect to such potential transaction.

The delay has been caused by a quest to make the acquisition

tax-free for the target’s equity holders.

Because the process for doing so would delay the closing of the proposed acquisition until

late 2026, the Company has agreed to pay additional cash to the target company’s investors to cover their income taxes and reduce

the equity component of the acquisition.

On March 4, 2026, Splash entered into a letter of intent (the

“Letter”) with the target company, Medterra CBD, LLC (“Medterra”), a leading manufacturer and multi-brand operator

of federally compliant cannabinoid wellness products.

Pursuant to the Letter, the parties agreed in principal on the terms of a potential

business combination between Medterra and the Company, which transaction is subject to due diligence and execution of a definitive written

agreement and other applicable agreements, receipt of audited financial statements of Medterra and customary closing conditions.

the Company shall be required to raise capital to pay off Medterra’s debt of approximately $10.4 million.

The proposed terms for

the acquisition reflect an enterprise value of Medterra of $37.6 million or the issuance of approximately 54.4 million shares of Common

Stock, which assumes repayment of its outstanding debt and delivery of approximately $10,000,000 in cash to pay off and extinguish the

debt of Medterra and to cover the income taxes of the Medterra equity holders.

At closing the Company will issue Medterra investors a

number of shares of the Company’s Common Stock equal to up to 19.99% of the Company’s Common Stock then outstanding, and the

remaining shares will be of two series of convertible preferred stock (“Series X” and “Series X-1”) to be issued

to Medterra’s equity holders based on their existing ownership interests in Medterra.

The Series X and X-1 shares will convert at

$0.50 per share.

The Common Stock to be issued at the closing shall have full rights equal to all outstanding Common Stock, except the

holders may not vote upon the stockholder approval of the change of control contemplated by the acquisition.

The Letter also provides

that the Company will issue Series X-1 to Medterra’s lender with the stated value based upon the equity value of Medterra.

the lender shall cancel its warrants to purchase equity of Medterra.

now expects it can close the acquisition of Medterra in May 2026.

The closing will be subject to the Company’s planned meetings

with investors during the week of April 13 th and its ability to raise the necessary capital as well as reaching a definitive

agreement with Medterra and the parties meeting the closing conditions.

Because the Company recently rescinded its June 2025 acquisition of certain water

rights in Costa Rica, it derecognized the $20 million of stockholders’ equity which created a stockholders’ deficit of $15,300,828

at December 31, 2025.

The NYSE American Rules required us to have at least $6 million in stockholders’ equity.

With the expected

stockholder’s equity created by the Medterra acquisition, the Company will be in compliance with the NYSE American Rules.

is seeking to meet with the NYSE American Staff as soon as possible.

There is no assurance that the NYSE American will permit us to maintain

the listing of our Common Stock.

See Item 1A – “Risk Factors.”

Our primary focus is to complete the acquisition of

Medterra as described above under “Letter of Intent.”

In addition, we are focusing on re-commencing material revenue-generating

operations through our beverage business, including through sales of our Chispo Tequila brand subject to obtaining sufficient capital.

In the furtherance of this Chispo tequila opportunity, in December 2025 we purchased $50,000 of inventory for the potential Senior Frogs

order described under “Chispo Tequila” below.

Company did not make any sales in the 2025 calendar year after March 2025 due to its lack of capital resources.

Company estimates that it will initially require $3,000,000 for the Chispo brand as well as general and administrative expenses

for the next 12 months .

Chispo Tequila

Chispo is a tequila brand

which we recently began distributing to one customer.

See “ Senor Frogs Selection” below.

Chispo is an authentic

blue agave blanco tequila, with fresh, sweet citrus, herbal floral notes ideal for cocktail mixing.

We have entered into an arrangement

with the Chispo producer under which we agreed to distribute the brand in certain states in the U.S., as well as in Guatemala and Europe.

We expect that we will need approximately $500,000 in new financing to implement this business.

Senior Frogs Selection

In January 2026 the Company announced that Senor Frog’s, an internationally

recognized restaurant and entertainment brand known for its vibrant atmosphere and authentic cuisine, selected Chispo Tequila as its house

tequila across an initial group of locations in Florida, the Bahamas, and Mexico.

Senor Frog’s belongs to Grupo Anderson’s

Mexico who owns more than 50 business units and 15 distinct restaurant brands across 4 countries.

In March 2026, we shipped initial inventory

to a distributor which we expect will permit us to recognize revenue for the three months ended March 31, 2026.

The rollout marks Chispo’s first high-profile

national hospitality partner, providing early validation of the brand’s positioning and quality as it begins to scale in the on-premise

Senor Frog’s selected Chispo following an extensive evaluation of authentic tequila brands, with a focus on taste profile,

consistency, and resonance with its broad and diverse customer base.

Chispo’s smooth character and approachable style distinguished

it in a competitive field of premium and value-positioned tequilas.

Chispo Tequila is produced in Jalisco, Mexico in partnership with

ZB Distillery, a respected distilling operation known for its commitment to quality and traditional tequila craftsmanship.

Costa Rica Water

On June 25, 2025, the Company entered into an Asset

Purchase Agreement (the “Asset Purchase Agreement”) with a third party (the “Seller”) under which the Seller

sold certain water assets located in Costa Rica to the Company in exchange for $20 million of Series C Convertible Preferred Stock

(the “Series C”).

The Company issued the Series C to the Seller.

Section 1.04 of the Asset Purchase Agreement required the

Seller to deliver the water assets by December 31, 2025 or pay the Company $20 million in cash.

Section 1.04 of the Asset Purchase

Agreement further stated that failure to deliver either the water assets or the $20 million by December 31, 2025 rendered the Series

C to be “null, void, and of no further force or effect.” The Seller failed to comply with either requirement.

on April 14, 2026, the Board of Directors of the Company terminated the Asset Purchase Agreement and cancelled the Series C effective

December 31, 2025.

We compete with a large variety of other companies

in the marketplace for the sale of alcoholic products.

The beverage sector is highly competitive, and include international, national,

regional and local producers and distributors.

Competitive factors in the beverage industry include price and promotional activity, advertising

and marketing programs, point-of-sale merchandising, retail space management, customer service, product differentiation, packaging innovations

and distribution methods.

Manufacturing and Co-packing

We are responsible for the manufacturing

of Copa DI Vino ® and SALT.

The Copa DI Vino ® product line is bottled at our manufacturing facility in The

Dalles, Oregon.

Pulpoloco is imported from Spain as a finished product.

Although we are responsible for

manufacturing SALT, we do not directly manufacture these products, but instead outsource such manufacturing to third party bottlers and

contract packers and distillers.

SALT products are manufactured

in Mexico, under separate arrangements.

Our co-packaging arrangements are terminable upon request and do not obligate us to produce any

Although we are responsible for manufacturing tequila

products, we do not directly manufacture these products, but instead outsource such manufacturing to third party bottlers and contract

packers and distillers.

Chispo products are manufactured in Mexico, under

contract manufacturing arrangements.

These co-packaging arrangements are terminable upon request and do not obligate us to produce any

minimum quantities of products within specified periods.

We purchase concentrates, flavors,

dietary ingredients, cans, bottles, caps, labels, and other components and ingredients for our beverage products from our suppliers, which

are delivered to our manufacturing operations and various third-party bottlers and co-packers.

In some cases, certain common supplies

may be purchased by our various third-party bottlers and co-packers.

Depending on the product, the third-party bottlers or packers add

filtered water and/or other ingredients (including dietary ingredients) for the manufacture and packaging of the finished products into

our approved containers in accordance with our formulas.

For our beverage-alcohol products,

we operate within what is referred to as a “Three Tier Distribution System” where manufacturers are not permitted to sell

directly to retailers, but instead contract for local and regional distribution with independent distributors.

These distributors typically

have geographic rights to distribute major beverage brands and call on every store in a given area such as major cities or regions.

management team has extensive experience working within this channel and believes that we will be successful in building a strong network

of these distributors.

In addition to working with these

independent distributors, we also have distribution arrangements with national retail accounts to distribute some of our products directly

through their warehouse operations.

Most notably, SBG executed a distribution agreement with AB-InBev, for distribution with their own

operations, AB ONE.

This provides SBG very effective distribution capabilities.

Intellectual Property

During the fiscal year ended December 31, 2023, we

were granted a trademark for Copa DI Vino ® .

The United States Patent and Trademark Office issued the trademark on March

12, 2024, providing our company exclusive rights to use the trademark in connection with the product categories specified in this Form

We have 21 full-time employees,

including non-officer employees and our executive officers.

None of our employees are represented by a labor union.

We have not experienced

any work stoppages and consider our relations with our employees to be good.

Historically our business strategy has entailed purchasing

concentrates, flavors, dietary ingredients, cans, bottles, caps, labels, and other components and ingredients for our beverage products

from our suppliers, which are delivered to our manufacturing operations and various third-party bottlers and co-packers.

In some cases,

certain common supplies may be purchased by our various third-party bottlers and co-packers.

Depending on the product, the third-party

bottlers or packers add other ingredients for the manufacture and packaging of the finished products into our approved containers in accordance

with our formulas.

For our beverage-alcohol products, we operated within

what is referred to as a “Three Tier Distribution System” where manufacturers are not permitted to sell directly to retailers,

but instead contract for local and regional distribution with independent distributors.

These distributors typically have geographic rights

to distribute major beverage brands and call on every store in a given area such as major cities or regions.

Our President and CMO has

extensive experience working within this channel and believes that we may be successful in building a strong network of these distributors.

In addition to working with these independent distributors,

we also previously established distribution arrangements with national retail accounts.

We have one full-time employee our President who has

extensive experience in the beverage business, one part-time employee, our Chief Financial Officer and a part-time accounting consultant.

All of our employees and our consultant work remotely.

Listing on the NYSE American

Our common stock and warrants are

listed on the NYSE American exchange under the ticker symbols “SBEV” and “SBEV WT,” respectively.

Recent Developments

On February 7, 2025, Julius Ivancsits

resigned as Chief Financial Officer of the Company.

Ivancsits’s resignation as Chief Financial Officer was not because of any

disagreement with the Company on any matter relating to the Company’s operations, policies, or practices, including accounting principles

and practices .

Ivancsits effective date was February 18, 2025 and the Company thanks

Ivancsits for his service.

Simultaneously, on February 7,

John Paglia also notified the Board of his intention to resign as an independent director of the Company and as a member of

each committee of the Board on which he served, effective as of March 7, 2025.

Paglia’s resignation was not the result of any

dispute or disagreement with the Company or the Company’s Board of Directors on any matter relating to the operations, policies

or practices of the Company.

Paglia will be assisting the Company with its search for a new Audit Chair.

The Company is grateful for

his service and his assistance in the search for his replacement.

March 20, 2025, the Board of Directors of the Company appointed Mr.

William Devereux to serve as Chief Financial Officer of the Company,

effective as of the same date.

Simultaneously, the Board of Directors

of the Company appointed Mr.

Thomas Fore to serve as a Director of the Company, effective March 20, 2025.

Effective March 27, 2025, the Board

of Directors of the Company approved a reverse stock split of the Company’s authorized and issued and outstanding shares of Common

Stock at a ratio of 1-for-40 (the “Reverse Stock Split”).

The Company filed a Certificate of Change pursuant to Nevada Revised

Statutes Section 78.209 with the Secretary of State of the State of Nevada on March 26, 2025, to be effective March 27, 2025.

On April 7, 2025, NYSE American

LLC (“NYSE American”) publicly announced and provided a notice to the Company that NYSE Regulation has determined to commence

proceedings to delist the Company’s Common Stock and publicly trading Warrants to purchase one share of Common Stock, from NYSE

NYSE Regulation has determined that the Company is no longer suitable for listing pursuant to Section 1009(a) of the NYSE American

Company Guide (the “Company Guide”) as the Company was unable to demonstrate that it had regained compliance with Sections

1003(a)(i), (ii), and (iii) of the Company Guide by the end of the maximum 18-month compliance plan period, which expired on April 6,

On April 16, 2025, the Company, received

an official notice of noncompliance (the “NYSE American Notice”) from NYSE Regulation stating that the Company is not in compliance

with NYSE American continued listing standards (the “Filing Delinquency Notification”) due to the failure to timely file the

Company’s Form 10-K for the year ended December 31, 2024 (the “Delinquent Report”) by the filing due date of April 15,

2025 (the “Filing Delinquency”).

On June 9, 2025, the Company filed

a Certificate of Designation (the “Certificate of Designation” and, collectively with the Subscription Agreement, the “Issuance

Documents”) classifying and designating the Series A Preferred Shares with the Secretary of State of Nevada, which Certificate of

Designation became effective on June 9, 2025.

On June 10, 2025, the Company entered

into a Subscription and Investment Representation Agreement (the “Subscription Agreement”) with Robert Nistico, the Company’s

Chief Executive Officer (the “Purchaser”), pursuant to which the Company agreed to issue and sell one thousand (1,000) Series

A Preferred Shares, par value $0.001 per share (the “Series A Preferred Shares”), to the Purchaser for an aggregate purchase

price of $1,000 (the “Purchase Price”).

The sale closed on June 10, 2025.

Effective June 25, 2025, Splash

Beverage Group, Inc.

(the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with

accredited investors pursuant to which the Company sold and issued a total of 650 shares of newly designated Series A-1 Convertible Redeemable

Preferred Stock (the “Series A-1”), together with one-year Class A Warrants to purchase a total of 162,500 shares of common

stock (the “A Warrants”) and five-year Class B Warrants to purchase a total of 162,500 shares of common stock (the “B

Warrants” and together with the A Warrants, the “Warrants”) for total gross proceeds of $650,000.

The Company intends

to use the proceeds for working capital and general corporate purposes.

Effective June 25, 2025, the Company

entered into Securities Exchange Letter Agreements (the “Exchange Agreements”) with certain holders of promissory notes issued

by the Company pursuant to which such holders agreed to exchange a total of $12,671,434 of outstanding balance of such notes in exchange

for a total of 126,710 shares of the Company’s newly designated Series B Convertible Redeemable Preferred Stock (the “Series

The Company is engaging in the transactions contemplated by the Exchange Agreement in order to exchange debt for equity in

an effort to regain compliance with the shareholder equity requirements of the NYSE American.

This debt exchange is one key step in meeting

the NYSE American continued listing requirements.

The other key step is filing its tardy Form 10-K for the year ended December 31, 2024

and Form 10-Q for the three months ended March 31 2025.

On June 26, 2025, the Company entered

into an Asset Purchase Agreement (the “Acquisition Agreement”) with Utopia Holdings Inc.

as seller pursuant to which the Company

agreed to purchase exclusive water rights and related assets to an underground network of aquifers located in Costa Rica (the “Assets”)

in exchange for 20,000 shares of a newly designated Series C Convertible Preferred Stock (the “Series C”).

On June 26, 2025,

the Company issued such shares of Series C to the seller.

Under the Acquisition Agreement, the seller agreed to deliver the Assets to

the Company, or $20 million in lieu thereof (the “Alternative Consideration”), and if the seller fails to deliver the Assets

or Alternative Consideration by December 31, 2025, the issuance of the Series C to the seller shall be cancelled.

Our Common Stock is listed on the NYSE American exchange

under the ticker symbol “SBEV”.

Corporate Information

Splash was originally incorporated in the State of Nevada under the name TapouT

Beverages, Inc., for the purpose of acquiring the rights under a license agreement with TapouT, LLC (Authentic Brands Group) for the right

to use the TapouT brand in connection with manufacturing and selling certain beverages.

In Q1 2024 the relationship between TapouT LLC

and the Company was terminated.

Splash executed a reverse merger

with a fully reporting, public entity called Canfield Medical Supply, Inc.

and became a wholly-owned subsidiary of Canfield Medical Supply

on March 31, 2020.

At the time of the merger Canfield’s state of incorporation was Colorado.

At the time of the merger Canfield’s

common stock was quoted on the OTCQB.

On July 31, 2021, we changed our

name from Canfield Medical Supply, Inc.

to Splash Beverage Group, Inc.

On June 11, 2021, our common stock

and warrants to purchase common stock began trading on the NYSE American under the symbols “SBEV” and SBEV WT,” respectively.

On November 8, 2021, we changed

our state of incorporation from Colorado to Nevada.

Our principal offices are located

Las Olas Blvd, Suite 221, Fort Lauderdale, Florida 33301.

We are a Nevada corporation.

Our website address is www.splashbeveragegroup.com .

not incorporated by reference into this Annual Report on Form 10-K the information that can be assessed through our website and you should

not consider it to be part of this Annual Report on Form 10-K.

Our website is not incorporated into this Report.

Available Information

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What changed 10-K

Item 1. Business