IBG / Innovation Beverage Group Limited - SEC-arkivering, Årsberetning, Fuldmagtserklæring

EXHIBIT 99.2

EXHIBIT 99.2

EXHIBIT 99.3

EXHIBIT 99.3

The Nasdaq Capital Market Initial Listing Requirements

EXHIBIT 99.1 Sent via Electronic Delivery to: [email protected]; [email protected] August 29, 2025 Mr. Sahil Beri Chief Executive Officer Innovation Beverage Group Limited 29 Anvil Road Seven Hills, NSW, Australia, 2147 Re: Innovation Beverage Group Limited (the “Company”) – Staff Determination Nasdaq Symbol: IBG Dear Mr. Beri: As you know, on February 25, 2025, Staff notified the Company th

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Form 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 For the month of September 2025 Commission file number: 001-42278 INNOVATION BEVERA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Form 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 For the month of September 2025 Commission file number: 001-42278 INNOVATION BEVERAGE GROUP LTD (Translation of registrant’s name into English) 29 Anvil Road Seven Hills, New South Wales, Australia, 2147 (Address of principal executive offices) Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Form 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 For the month of July 2025 Commission file number: 001-42278 INNOVATION BEVERAGE GR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Form 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 For the month of July 2025 Commission file number: 001-42278 INNOVATION BEVERAGE GROUP LTD (Translation of registrant’s name into English) 29 Anvil Road Seven Hills, New South Wales, Australia, 2147 (Address of principal executive offices) Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

July 17, 2025

EXHIBIT 99.1 July 17, 2025 To the Audit Committee, Board of Directors And Management of Innovation Beverage Group Limited Effective July 17, 2025, we will cease our services as your auditor. We have reached this decision reluctantly and after substantial deliberation. We will cooperate with your new auditors. To facilitate that process, please send us a letter authorizing us to make disclosures to

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 INNOVATION BEVERAGE GROUP LTD. (Exact name of registrant as specified in its charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 INNOVATION BEVERAGE GROUP LTD. (Exact name of registrant as specified in its charter) Australia N/A (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 29 Anvil Road Seven Hills, New South Wales, Australia, 2147 (Ad

Calculation of Filing Fee Table FORM S-8 (Form Type) Innovation Beverage Group Ltd. (Exact Name of Registrant as Specified in its Charter) Newly Registered Securities

Exhibit 107 Calculation of Filing Fee Table FORM S-8 (Form Type) Innovation Beverage Group Ltd.

INNOVATION BEVERAGE GROUP LIMITED 2022 EQUITY INCENTIVE PLAN

EXHIBIT 10.1 INNOVATION BEVERAGE GROUP LIMITED 2022 EQUITY INCENTIVE PLAN As adopted by the Board of Directors on April 28, 2022. 1. Purpose; Eligibility. 1.1 General Purpose. The name of this plan is the Innovation Beverage Group Limited 2022 Equity Incentive Plan (the “Plan”). The purposes of the Plan are to (a) enable Innovation Beverage Group Limited, an Australian public limited company (the

CERTIFICATION PURSUANT TO EXCHANGE ACT RULE 13a-14(a) or 15d-14(a)

Exhibit 12.1 CERTIFICATION PURSUANT TO EXCHANGE ACT RULE 13a-14(a) or 15d-14(a) I, Sahil Beri, certify that: 1. I have reviewed this annual report on Form 20–F of Innovation Beverage Group Limited (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the cir

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 20-F ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANG

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 20-F ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of event requiring this shell company report For the transition period from to Commission File No.

INNOVATION BEVERAGE GROUP LIMITED COMPENSATION RECOVERY POLICY

EXHIBIT 97.1 INNOVATION BEVERAGE GROUP LIMITED COMPENSATION RECOVERY POLICY Introduction The Board of Directors (“Board”) of Innovation Beverage Group Limited (the “Company”) believes that it is in the best interests of the Company and its stockholders to adopt this policy which provides for the recoupment of certain executive compensation in the event of an accounting restatement resulting from m

INSIDER TRADING COMPLIANCE POLICY

EXHIBIT 11.2 Innovation Beverage Group Limited 29 Anvil Road SEVEN HILLS NSW 2147 Ph: 02 9620 4574 ABN: 44 625 701 420 INSIDER TRADING COMPLIANCE POLICY Innovation Beverage Group Limited, a public limited company registered in Australia (the “Company”) prohibits: ● insider trading in the Company’s securities (“Securities”)1; and ● the unauthorized disclosure of the Company’s confidential informati

Innovation Beverage Group Limited CONVERTIBLE NOTE

EXHIBIT 4.1 Convertible Note Agreement Innovation Beverage Group Limited ACN 625 701 420 and Hartfield Assets Inc. Convertible Note Agreement Dated 20/3/24 Parties 1. Innovation Beverage Group Limited ACN 625 701 420 of 29 Anvil Road, Seven Hills NSW 2147 Australia (Company)) 2. Hartfield Assets Inc. of 1 Bayview Street, Nassau, The Bahamas (Noteholder) Background The Company has resolved to issue

EX-4.2

EXHIBIT 4.2

CERTIFICATION PURSUANT TO 18 U.S.C. Section 1350

Exhibit 13.2 CERTIFICATION PURSUANT TO 18 U.S.C. Section 1350 In connection with the filing of the Annual Report on Form 20-F for the period ended December 31, 2024 (the “Report”) by Innovation Beverage Group Limited (the “Company”), the undersigned, as the Chief Financial Officer of the Company, hereby certifies pursuant to 18 U.S.C. Section 1350, that, to my knowledge: (1) the Report fully compl

CERTIFICATION PURSUANT TO 18 U.S.C. Section 1350

Exhibit 13.1 CERTIFICATION PURSUANT TO 18 U.S.C. Section 1350 In connection with the filing of the Annual Report on Form 20-F for the period ended December 31, 2024 (the “Report”) by Innovation Beverage Group Limited (the “Company”), the undersigned, as the Chief Executive Officer of the Company, hereby certifies pursuant to 18 U.S.C. Section 1350, that, to my knowledge: (1) the Report fully compl

DESCRIPTION OF SECURITIES REGISTERED UNDER SECTION 12 OF THE EXCHANGE ACT

Exhibit 2.1 DESCRIPTION OF SECURITIES REGISTERED UNDER SECTION 12 OF THE EXCHANGE ACT The following description of fully paid ordinary shares of Innovation Beverage Group Limited (“Ordinary Shares”) is a summary only. We encourage you to read our Constitution, which is incorporated by reference as an exhibit to our Annual Report on Form 20-F (“Constitution”). The “Company,” “we,” “us,” or “our” re

CERTIFICATION PURSUANT TO EXCHANGE ACT RULE 13a-14(a) or 15d-14(a)

Exhibit 12.2 CERTIFICATION PURSUANT TO EXCHANGE ACT RULE 13a-14(a) or 15d-14(a) I, Tianyi Eric Yu, certify that: 1. I have reviewed this annual report on Form 20–F of Innovation Beverage Group Limited (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the

Innovation Beverage Group’s Bitters Win 4 Gold Medals at the Los Angeles International Spirits Competition Australian Bitters Company brand wins Gold for: Best of Class in Aromatic Bitters, Grapefruit Bitters, and Orange Bitters BITTERTALES brand win

EXHIBIT 99.1 Innovation Beverage Group’s Bitters Win 4 Gold Medals at the Los Angeles International Spirits Competition Australian Bitters Company brand wins Gold for: Best of Class in Aromatic Bitters, Grapefruit Bitters, and Orange Bitters BITTERTALES brand wins Gold for Aromatic Bitters Brands to be featured at the LA Country Fair, one of the largest festivals in the U.S., with more than 750,00

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 For the month of May 2025 Commission file number: 001-42278

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 For the month of May 2025 Commission file number: 001-42278 INNOVATION BEVERAGE GROUP LTD (Translation of registrant’s name into English) 29 Anvil Road Seven Hills, New South Wales, Australia, 2147 (Address of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☒ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Per

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Form 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 For the month of April 2025 Commission file number: 001-42278 INNOVATION BEVERAGE G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Form 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 For the month of April 2025 Commission file number: 001-42278 INNOVATION BEVERAGE GROUP LTD (Translation of registrant’s name into English) 29 Anvil Road Seven Hills, New South Wales, Australia, 2147 (Address of principal executive offices) Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

April 22, 2025

Exhibit 99.1 April 22, 2025 Securities and Exchange Commission Washington, DC 20549 Commissioners: We have reviewed the disclosure included in the Form 6-K of Innovation Beverage Group Ltd, dated April 22, 2025, concerning our firm, and we agree with the statements made therein with respect to our firm. /s/ Accell Audit & Compliance, P.A. Tampa, Florida April 22, 2025

Innovation Beverage Group Expands U.S. Distribution of its Award-Winning Bitters Through One of the Nation’s Largest Beverage Alcohol Distributors Republic National Distribution Company opens new distribution channels in six states including Californ

EXHIBIT 99.1 Innovation Beverage Group Expands U.S. Distribution of its Award-Winning Bitters Through One of the Nation’s Largest Beverage Alcohol Distributors Republic National Distribution Company opens new distribution channels in six states including California, one of the largest markets in the U.S. Seven Hills, Australia, April 2, 2025—Innovation Beverage Group Ltd (“IBG” or the “Company”) (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Form 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 For the month of April 2025 Commission file number: 001-42278 INNOVATION BEVERAGE G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Form 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 For the month of April 2025 Commission file number: 001-42278 INNOVATION BEVERAGE GROUP LTD (Translation of registrant’s name into English) 29 Anvil Road Seven Hills, New South Wales, Australia, 2147 (Address of principal executive offices) Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 For the month of March 2025 Commission file number: 001-4227

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 For the month of March 2025 Commission file number: 001-42278 INNOVATION BEVERAGE GROUP LTD (Translation of registrant’s name into English) 29 Anvil Road Seven Hills, New South Wales, Australia, 2147 (Address o

Innovation Beverage Group’s Bitters Captures 45% Market Share in Australia Driven by 2024 Sales Growth Australia is the world’s second largest bitters market, behind only the U.S.

EXHIBIT 99.1 Innovation Beverage Group’s Bitters Captures 45% Market Share in Australia Driven by 2024 Sales Growth Australia is the world’s second largest bitters market, behind only the U.S. Seven Hills, Australia, March 25, 2025—Innovation Beverage Group Ltd, (“IBG” or the “Company”) (Nasdaq:IBG), an innovative developer, manufacturer, and marketer of a growing beverage portfolio of 60 formulat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of February 2025 (Report No. 1) Commission fil

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of February 2025 (Report No. 1) Commission file number: 001-42278 INNOVATION BEVERAGE GROUP LTD (Translation of registrant’s name into English) 29 Anvil Road Seven Hills, New South Wales, Australi

JOINT FILING AGREEMENT

EX-99.1 2 jfa.htm EXHIBIT A JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Ordinary Shares of Innovation Beverage Group Ltd dated as of February 24, 2025 is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the pro

Innovation Beverage Group Appoints Sahil Beri as Interim CEO and Announces Further Expansion into Eastern U.S.

EXHIBIT 99.1 Innovation Beverage Group Appoints Sahil Beri as Interim CEO and Announces Further Expansion into Eastern U.S. · Strong early response from retailers, distributors, and hospitality partners eager to bring IBG’s award-winning premium bitters to cocktail enthusiasts and industry professionals alike · IBG’s management team is leveraging new opportunities for growth and expansion to eleva

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of January 2025 (Report No. 1) Commission file

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of January 2025 (Report No. 1) Commission file number: 001-42278 INNOVATION BEVERAGE GROUP LTD (Translation of registrant’s name into English) 29 Anvil Road Seven Hills, New South Wales, Australia

Innovation Beverage Group to Boost Sales of its Bitters Brands in the U.S. Through Strategic Alliance with Blue Ridge Spirits & Wine Marketing Blue Ridge to leverage its robust national sales team, established distributor and retailer relationships,

EXHIBIT 99.1 Innovation Beverage Group to Boost Sales of its Bitters Brands in the U.S. Through Strategic Alliance with Blue Ridge Spirits & Wine Marketing Blue Ridge to leverage its robust national sales team, established distributor and retailer relationships, to sell IBG’s award-winning Australian Bitters Company and BITTERTALES brands Seven Hills, Australia, November 19, 2024—Innovation Bevera

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 For the month of November 2024 (Report No. 1) Commission fil

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 For the month of November 2024 (Report No. 1) Commission file number: 001-42278 INNOVATION BEVERAGE GROUP LTD (Translation of registrant’s name into English) 29 Anvil Road Seven Hills, New South Wales, Australi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 For the month of October 2024 (Report No. 1) Commission file

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 For the month of October 2024 (Report No. 1) Commission file number: 001-42278 INNOVATION BEVERAGE GROUP LTD (Translation of registrant’s name into English) 29 Anvil Road Seven Hills, New South Wales, Australia

Innovation Beverage Group to Expand its Bitters Production Line to Meet Surging Demand in $11 Billion Global Bitters Market

EXHIBIT 99.2 Innovation Beverage Group to Expand its Bitters Production Line to Meet Surging Demand in $11 Billion Global Bitters Market ● Global bitters market projected to grow to $14 billion by 2030 ● IBC’s award-winning Australian Bitters Company and BitterTales brands have 20% market share in Australia and are set for widescale distribution across the U.S., the largest bitters market in the w

Innovation Beverage Group Appoints Industry Leader Genevieve Jodhan, Former CEO of Angostura Holdings Limited, as Chief Sales Officer

EXHIBIT 99.3 Innovation Beverage Group Appoints Industry Leader Genevieve Jodhan, Former CEO of Angostura Holdings Limited, as Chief Sales Officer ● Genevieve served in many executive leadership roles, including as CEO at Angostura Holdings Ltd, the world’s largest cocktail bitters producer and one of the Caribbean’s largest leading rum producers. ● Genevieve has the experience and track record of

Innovation Beverage Group Receives Largest Shipment of its Top-Selling Bitters to Date in the U.S.—Ready to Meet Growing Demand from Expanding Distribution Network IBG’s award-winning Australian Bitters Company brand is one of the top telling bitters

EXHIBIT 99.1 Innovation Beverage Group Receives Largest Shipment of its Top-Selling Bitters to Date in the U.S.—Ready to Meet Growing Demand from Expanding Distribution Network IBG’s award-winning Australian Bitters Company brand is one of the top telling bitters brands in Australia ` Seven Hills, Australia, October 29, 2024—Innovation Beverage Group Ltd, (“IBG” or the “Company”) (Nasdaq:IBG), an

1,350,000 Ordinary Shares INNOVATION BEVERAGE GROUP LIMITED

Filed Pursuant to Rule 424(b)(4) Registration No. 333-266965 PROSPECTUS 1,350,000 Ordinary Shares INNOVATION BEVERAGE GROUP LIMITED This is a firm commitment initial public offering of 1,350,000 ordinary shares (the “ordinary shares”) of Innovation Beverage Group Limited (the “Company,” “we,” “us,” “our). The initial public offering price of is $4.00 per ordinary share. Prior to this offering, the

PROSPECTUS 1,452,873 Ordinary Shares INNOVATION BEVERAGE GROUP LIMITED

Filed Pursuant to Rule 424(b)(3) Registration No. 333-266965 PROSPECTUS 1,452,873 Ordinary Shares INNOVATION BEVERAGE GROUP LIMITED This prospectus relates to 1,452,873 of our ordinary shares of Innovation Beverage Group Limited (the “Company,” “we,” “us” or “our) that may be sold from time to time by the selling shareholders named in this prospectus, that are selling a portion of their ordinary s

INNOVATION BEVERAGE GROUP LIMITED 29 Anvil Road Seven Hills, NSW 2147

INNOVATION BEVERAGE GROUP LIMITED 29 Anvil Road Seven Hills, NSW 2147 Australia September 23, 2024 VIA EDGAR U.

[Remainder of Page Intentionally Left Blank]

September 23, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Attention: Mr. Evan Ewing Re: Innovation Beverage Group Limited Registration Statement on Form F-1 Filed August 14, 2024 File No. 333-266965 Dear Mr. Ewing: Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), we, as repre

September 18, 2024

September 18, 2024 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street N.

September 18, 2024

September 18, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Mr. Evan Ewing Re: Innovation Beverage Group Limited Registration Statement on Form F-1 Filed August 14, 2024 File No. 333-2666965 Dear Mr. Ewing: Reference is made to our letter, filed as correspondence with the U.S. Securities and Exchange Comm

FORM F-1/A29

[Remainder of Page Intentionally Left Blank]

September 16, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Attention: Mr. Evan Ewing Re: Innovation Beverage Group Limited Registration Statement on Form F-1 Filed August 14, 2024 File No. 333-266965 Dear Mr. Ewing: Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), we, as repre

INNOVATION BEVERAGE GROUP LIMITED 29 Anvil Road Seven Hills, NSW 2147 September 16, 2024

INNOVATION BEVERAGE GROUP LIMITED 29 Anvil Road Seven Hills, NSW 2147 Australia September 16, 2024 VIA EDGAR U.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 INNOVATION BEVERAGE GROUP LIMITED (Exact name o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 INNOVATION BEVERAGE GROUP LIMITED (Exact name of registrant as specified in its charter) Australia Not Applicable (State or incorporation or organization) (I.R.S. Employer Identification No.) 29 An

As filed with the Securities and Exchange Commission on August 14, 2024

As filed with the Securities and Exchange Commission on August 14, 2024 Registration No.

Form of Representative’s Warrant

EXHIBIT 4.3 Form of Representative’s Warrant THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FO

UNDERWRITING AGREEMENT INNOVATION BEVERAGE GROUP LIMITED THE BENCHMARK COMPANY, LLC as Representative of the Several Underwriters INNOVATION BEVERAGE GROUP LIMITED UNDERWRITING AGREEMENT

EXHIBIT 1.1 UNDERWRITING AGREEMENT between INNOVATION BEVERAGE GROUP LIMITED and THE BENCHMARK COMPANY, LLC as Representative of the Several Underwriters INNOVATION BEVERAGE GROUP LIMITED UNDERWRITING AGREEMENT , 2024 The Benchmark Company LLC 150 E. 58th Street, 17th Floor New York, NY 10155 As Representative of the several Underwriters named on Schedule 1 attached hereto Ladies and Gentlemen: Th

As filed with the Securities and Exchange Commission on August 6, 2024

As filed with the Securities and Exchange Commission on August 6, 2024 Registration No.

Name of Director/Secretary (please print above)

EXHIBIT 10.33 Restated and Amended IBG Treasury Stock Deed By: Meena Beri of 1 Doris Hirst Place, West Pennant Hills NSW 2125 (Meena) 114 Assets Inc. c/- of Lennox Paxton, 3 Bayside Executive Park West Bay Street and Blaker Road, Nassau, Bahamas (114 Assets) collectively the Transferors. And: Innovative Beverage Group Limited ACN 625 701 420 having its registered office at 29 Anvil Road, Seven Hil

Calculation of Filing Fee Tables Form F-1 Innovation Beverage Group Limited (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities

EXHIBIT 107 Calculation of Filing Fee Tables Form F-1 Innovation Beverage Group Limited (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price(1) Fee Rate Amount of Registration Fee Newly Registered Securities Fees Previously Paid Equity Ordinary shares, no par value per share(2) Rule 457(o) — $ 6,440,000 0.

As filed with the Securities and Exchange Commission on May 22, 2024

As filed with the Securities and Exchange Commission on May 22, 2024 Registration No.

INNOVATION BEVERAGE GROUP LTD. 29 Anvil Road Seven Hills, NSW 2147 Australia

INNOVATION BEVERAGE GROUP LTD. 29 Anvil Road Seven Hills, NSW 2147 Australia May 22, 2024 Division of Corporation Finance Office of Manufacturing Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Attn: Beverly Singleton Hugh West Evan Ewing Geoffrey Kruczek Re: Innovation Beverage Group Ltd Amendment No. 25 to the Registration Statement on Form F-1 File No. 333-266965 File

Calculation of Filing Fee Tables Form F-1 Innovation Beverage Group Limited (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities

EXHIBIT 107 Calculation of Filing Fee Tables Form F-1 Innovation Beverage Group Limited (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price(1) Fee Rate Amount of Registration Fee Newly Registered Securities Fees Previously Paid Equity Units consisting of: Rule 457(o) — $ 6,641,250.

Innovation Beverage Group Limited 29 Anvil Road Seven Hills, NSW 2147 March 29, 2024

Innovation Beverage Group Limited 29 Anvil Road Seven Hills, NSW 2147 Australia March 29, 2024 Securities and Exchange Commission Division of Corporate Finance Office of Manufacturing 100 F Street, N.

As filed with the Securities and Exchange Commission on March 29, 2024

As filed with the Securities and Exchange Commission on March 29, 2024 Registration No.

As filed with the Securities and Exchange Commission on March 27, 2024

As filed with the Securities and Exchange Commission on March 27, 2024 Registration No.

Calculation of Filing Fee Tables Form F-1 Innovation Beverage Group Limited (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities

EXHIBIT 107 Calculation of Filing Fee Tables Form F-1 Innovation Beverage Group Limited (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price(1) Fee Rate Amount of Registration Fee Newly Registered Securities Fees Previously Paid Equity Units consisting of: Rule 457(o) — $ 5,929,687.

EX-10.32

Exhibit 10.32

INNOVATION BEVERAGE GROUP LTD. 29 Anvil Road Seven Hills, NSW 2147 Australia

INNOVATION BEVERAGE GROUP LTD. 29 Anvil Road Seven Hills, NSW 2147 Australia March 18, 2024 Division of Corporation Finance Office of Manufacturing Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Attn: Jay Ingram and Evan Ewing Re: Innovation Beverage Group Ltd Amendment No. 22 to the Registration Statement on Form F-1 File No. 333-266965 Filed March 7, 2024 Dear Messrs.

Innovation Beverage Group Limited 29 Anvil Road Seven Hills, NSW 2147

EXHIBIT 99.3 Innovation Beverage Group Limited 29 Anvil Road Seven Hills, NSW 2147 Australia March 18, 2024 VIA EDGAR Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Innovation Beverage Group Ltd. Registration Statement on Form F-1 Representation under Item 8.A.4 of Form 20-F Ladies and Gentlemen: The undersigned, Innovation Bev

As filed with the Securities and Exchange Commission on March 18, 2024

As filed with the Securities and Exchange Commission on March 18, 2024 Registration No.

Calculation of Filing Fee Tables Form F-1 Innovation Beverage Group Limited (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities

EXHIBIT 107 Calculation of Filing Fee Tables Form F-1 Innovation Beverage Group Limited (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price(1) Fee Rate Amount of Registration Fee Newly Registered Securities Fees Previously Paid Equity Units consisting of: Rule 457(o) — $ 5,692,500 0.

Non-Executive Director’s Agreement

EXHIBIT 10.31 Non-Executive Director’s Agreement Australian Boutique Spirits Pty Ltd ACN 625 701 420 and The Non-Executive Director NON-EXECUTIVE DIRECTOR’S AGREEMENT Dated 29 February, 2024 Parties 1. AUSTRALIAN BOUTIQUE SPIRITS PTY LTD ACN 625 701 420 of 29 Anvil Road, Seven Hills NSW 2147 (Company); and 2. Shawn David Messner (Non-Executive Director). Background A. The Company is a public compa

As filed with the Securities and Exchange Commission on March 7, 2024

As filed with the Securities and Exchange Commission on March 7, 2024 Registration No.

Non-Executive Director’s Agreement

EXHIBIT 10.30 Non-Executive Director’s Agreement INNOVATION BEVERAGE GROUP LTD ACN 625 701 420 and The Non-Executive Director 1 NON-EXECUTIVE DIRECTOR’S AGREEMENT Dated 15 February 2024 Parties 1. INNOVATION BEVERAGE GROUP LTD ACN 625 701 420 of 29 Anvil Road, Seven Hills NSW 2147 (Company); and 2. Daniel Joseph Lanskey (Non-Executive Director). Background A. The Company is a public company under

UNDERWRITING AGREEMENT INNOVATION BEVERAGE GROUP LIMITED THE BENCHMARK COMPANY, LLC as Representative of the Several Underwriters INNOVATION BEVERAGE GROUP LIMITED UNDERWRITING AGREEMENT

EXHIBIT 1.1 UNDERWRITING AGREEMENT between INNOVATION BEVERAGE GROUP LIMITED and THE BENCHMARK COMPANY, LLC as Representative of the Several Underwriters INNOVATION BEVERAGE GROUP LIMITED UNDERWRITING AGREEMENT , 2024 The Benchmark Company, LLC 150 E. 58th Street, 17th Floor New York, NY 10155 As Representative of the several Underwriters named on Schedule 1 attached hereto Ladies and Gentlemen: T

As filed with the Securities and Exchange Commission on October 25, 2023

As filed with the Securities and Exchange Commission on October 25, 2023 Registration No.

INNOVATION BEVERAGE GROUP LTD. 29 Anvil Road Seven Hills, NSW 2147 Australia

INNOVATION BEVERAGE GROUP LTD. 29 Anvil Road Seven Hills, NSW 2147 Australia October 25, 2023 Division of Corporation Finance Office of Manufacturing Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Attn: Jay Ingram and Evan Ewing Re: Innovation Beverage Group Ltd Amendment No. 20 to the Registration Statement on Form F-1 File No. 333-266965 Filed October 11, 2023 Dear Me

Calculation of Filing Fee Tables Form F-1 Innovation Beverage Group Limited (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities

EXHIBIT 107 Calculation of Filing Fee Tables Form F-1 Innovation Beverage Group Limited (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price(1) Fee Rate Amount of Registration Fee Newly Registered Securities Fees Previously Paid Equity Units consisting of: Rule 457(o) — $ 5,692,500 0.

As filed with the Securities and Exchange Commission on October 11, 2023

As filed with the Securities and Exchange Commission on October 11, 2023 Registration No.

INNOVATION BEVERAGE GROUP LTD. 29 Anvil Road Seven Hills, NSW 2147 Australia

INNOVATION BEVERAGE GROUP LTD. 29 Anvil Road Seven Hills, NSW 2147 Australia October 11, 2023 Division of Corporation Finance Office of Manufacturing Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Attn: Jay Ingram and Evan Ewing Re: Innovation Beverage Group Ltd Amendment No. 19 to the Registration Statement on Form F-1 File No. 333-266965 Filed September 29, 2023 Dear

[______] UNITS EACH UNIT CONSISTING OF ONE ORDINARY SHARE oNE WARRANT TO PURCHASE ONE ORDINARY SHARE INNOVATION BEVERAGE GROUP LIMITED UNDERWRITING AGREEMENT

EXHIBIT 1.1 [] UNITS EACH UNIT CONSISTING OF ONE ORDINARY SHARE AND oNE WARRANT TO PURCHASE ONE ORDINARY SHARE INNOVATION BEVERAGE GROUP LIMITED UNDERWRITING AGREEMENT [], 2023 Maxim Group LLC Investment Banking 300 Park Avenue, 16th Floor New York, New York 10022 As Representative of the Several Underwriters, if any, named in Schedule I hereto Ladies and Gentlemen: The undersigned, INNOVATION BEV

As filed with the Securities and Exchange Commission on September 29, 2023

As filed with the Securities and Exchange Commission on September 29, 2023 Registration No.

As filed with the Securities and Exchange Commission on September 6, 2023

As filed with the Securities and Exchange Commission on September 6, 2023 Registration No.

INNOVATION BEVERAGE GROUP LTD. 29 Anvil Road Seven Hills, NSW 2147 Australia

INNOVATION BEVERAGE GROUP LTD. 29 Anvil Road Seven Hills, NSW 2147 Australia September 6, 2023 Division of Corporation Finance Office of Manufacturing Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Attn: Jay Ingram and Evan Ewing Re: Innovation Beverage Group Ltd Amendment No. 17 to the Registration Statement on Form F-1 File No. 333-266965 Filed August 29, 2023 Dear Me

EX-10.1

EXHIBIT 10.1

[______] UNITS EACH UNIT CONSISTING OF ONE ORDINARY SHARE oNE WARRANT TO PURCHASE ONE ORDINARY SHARE INNOVATION BEVERAGE GROUP LIMITED UNDERWRITING AGREEMENT

EXHIBIT 1.1 [] UNITS EACH UNIT CONSISTING OF ONE ORDINARY SHARE AND oNE WARRANT TO PURCHASE ONE ORDINARY SHARE INNOVATION BEVERAGE GROUP LIMITED UNDERWRITING AGREEMENT [], 2023 Maxim Group LLC Investment Banking 300 Park Avenue, 16th Floor New York, New York 10022 As Representative of the Several Underwriters, if any, named in Schedule I hereto Ladies and Gentlemen: The undersigned, INNOVATION BEV

INNOVATION BEVERAGE GROUP LIMITED VSTOCK TRANSFER, LLC, as Warrant Agent Warrant Agency Agreement Dated as of [●], 2023

EXHIBIT 4.4 INNOVATION BEVERAGE GROUP LIMITED and VSTOCK TRANSFER, LLC, as Warrant Agent Warrant Agency Agreement Dated as of [●], 2023 1 WARRANT AGENCY AGREEMENT WARRANT AGENCY AGREEMENT, dated as of [●], 2023 (“Agreement”), between Innovation Beverage Group Limited, an Australian public limited company (the “Company”), and VStock Transfer, LLC, a corporation organized under the laws of Californi

As filed with the Securities and Exchange Commission on August 29, 2023

As filed with the Securities and Exchange Commission on August 29, 2023 Registration No.

Calculation of Filing Fee Tables Form F-1 Innovation Beverage Group Limited (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities

EXHIBIT 107 Calculation of Filing Fee Tables Form F-1 Innovation Beverage Group Limited (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price(1) Fee Rate Amount of Registration Fee Newly Registered Securities Fees Previously Paid Equity Units consisting of: Rule 457(o) - $7,115,625 0.

As filed with the Securities and Exchange Commission on August 10, 2023

As filed with the Securities and Exchange Commission on August 10, 2023 Registration No.

Calculation of Filing Fee Tables Form F-1 Innovation Beverage Group Limited (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities

EXHIBIT 107 Calculation of Filing Fee Tables Form F-1 Innovation Beverage Group Limited (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price(1) Fee Rate Amount of Registration Fee Newly Registered Securities Fees to Be Paid Equity Ordinary shares, no par value per share Rule 457(o) $ $6,900,000 0.

[______] ORDINARY SHARES INNOVATION BEVERAGE GROUP LIMITED UNDERWRITING AGREEMENT

EXHIBIT 1.1 [] ORDINARY SHARES INNOVATION BEVERAGE GROUP LIMITED UNDERWRITING AGREEMENT [], 2023 Maxim Group LLC Investment Banking 300 Park Avenue, 16th Floor New York, New York 10022 As Representative of the Several Underwriters, if any, named in Schedule I hereto Ladies and Gentlemen: The undersigned, INNOVATION BEVERAGE GROUP LIMITED, a company incorporated under the laws of Australia (the “Co

INNOVATION BEVERAGE GROUP LTD. 29 Anvil Road Seven Hills, NSW 2147 Australia

INNOVATION BEVERAGE GROUP LTD. 29 Anvil Road Seven Hills, NSW 2147 Australia July 6, 2023 Division of Corporation Finance Office of Manufacturing Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Attn: Jay Ingram and Evan Ewing Re: Innovation Beverage Group Ltd Amendment No. 14 to the Registration Statement on Form F-1 File No. 333-266965 Filed June 23, 2023 Dear Messrs. I

As filed with the Securities and Exchange Commission on July 6, 2023

As filed with the Securities and Exchange Commission on July 6, 2023 Registration No.

As filed with the Securities and Exchange Commission on June 23, 2023

As filed with the Securities and Exchange Commission on June 23, 2023 Registration No.

INNOVATION BEVERAGE GROUP LTD. 29 Anvil Road Seven Hills, NSW 2147 Australia

INNOVATION BEVERAGE GROUP LTD. 29 Anvil Road Seven Hills, NSW 2147 Australia June 21, 2023 Division of Corporation Finance Office of Manufacturing Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Attn: Jay Ingram and Evan Ewing Re: Innovation Beverage Group Ltd Amendment No. 12 to the Registration Statement on Form F-1 File No. 333-266965 Filed June 1, 2023 Dear Messrs. I

Ordinary Shares Purchase Warrant For the Purchase of [●] Ordinary Shares INNOVATION BEVERAGE GROUP LIMITED

EXHIBIT 4.3 THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING , 2023 (THE ”EFFECTIVE DA

As filed with the Securities and Exchange Commission on June 21, 2023

As filed with the Securities and Exchange Commission on June 21, 2023 Registration No.

EX-10.24

EXHIBIT 10.24

EX-10.27

EX-10.27 9 e4753ex10-27.htm EXHIBIT 10.27 EXHIBIT 10.27

EX-10.28

EXHIBIT 10.28

INNOVATION BEVERAGE GROUP LTD. 29 Anvil Road Seven Hills, NSW 2147 Australia

INNOVATION BEVERAGE GROUP LTD. 29 Anvil Road Seven Hills, NSW 2147 Australia June 1, 2023 Division of Corporation Finance Office of Manufacturing Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Attn: Jay Ingram and Evan Ewing Re: Innovation Beverage Group Ltd Amendment No. 11 to the Registration Statement on Form F-1 File No. 333-266965 Filed May 12, 2023 Dear Messrs. In

EX-10.22

EXHIBIT 10.22

EX-10.26

EXHIBIT 10.26

As filed with the Securities and Exchange Commission on June 1, 2023

As filed with the Securities and Exchange Commission on June 1, 2023 Registration No.

EX-10.23

EXHIBIT 10.23

EX-10.29

EXHIBIT 10.29

EX-10.25

EXHIBIT 10.25

Form of Lock-Up Agreement

Exhibit 10.20 Form of Lock-Up Agreement , 2023 Aegis Capital Corp. 1345 Avenue of the Americas 27th Floor New York, NY 10105 Ladies and Gentlemen: The undersigned understands that Aegis Capital Corp. (the “Underwriter”), proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Innovation Beverage Group Limited, an Australian company (the “Company”), providing for the pu

Form of Underwriting Agreement

EXHIBIT 1.1 Underwriting Agreement [●], 2023 Aegis Capital Corp. 1345 Avenue of the Americas, 27th Floor New York, NY 10105 Ladies and Gentlemen: Innovation Beverage Group Limited, an Australian corporation (the “Company”), agrees, subject to the terms and conditions in this agreement (this “Agreement”), to issue and sell to Aegis Capital Corp., (the “Underwriter”) an aggregate of [●] (each, a “Fi

As filed with the Securities and Exchange Commission on May 12, 2023

As filed with the Securities and Exchange Commission on May 12, 2023 Registration No.

Filing Fee Table

EXHIBIT 107 Calculation of Filing Fee Tables Form F-1 Innovation Beverage Group Limited (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price(1) Fee Rate Amount of Registration Fee Newly Registered Securities Fees to Be Paid Equity Ordinary shares, no par value per share Rule 457(o) $ $6,440,000 0.

Filing Fee Table

EXHIBIT 107 Calculation of Filing Fee Tables Form F-1 Innovation Beverage Group Limited (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price(1) Fee Rate Amount of Registration Fee Newly Registered Securities Fees to Be Paid Equity Units consisting of: Rule 457(o) $ $11,931,250 0.

As filed with the Securities and Exchange Commission on February 9, 2022

As filed with the Securities and Exchange Commission on February 9, 2022 Registration No.

Specimen Certificate for Warrant

EXHIBIT 4.3 ORDINARY SHARES PURCHASE WARRANT INNOVATION BEVERAGE GROUP LIMITED Warrant Shares: CUSIP: ISIN: THIS ORDINARY SHARES PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [●] or its assigns (the “Holder,” provided that a “Holder” shall include, if the Warrants are held in “street name,” a Participant, any designee appointed by such Participant and each “beneficial owner”

Form of Underwriting Agreement

EX-1.1 2 e4399ex1-1.htm EXHIBIT 1.1 EXHIBIT 1.1 Underwriting Agreement [●], 2023 Aegis Capital Corp. 1345 Avenue of the Americas, 27th Floor New York, NY 10105 Ladies and Gentlemen: Innovation Beverage Group Limited, an Australian corporation (the “Company”), agrees, subject to the terms and conditions in this agreement (this “Agreement”), to issue and sell to Aegis Capital Corp., (the “Underwrite

Form of Warrant Agent Agreement

EXHIBIT 4.4 Warrant Agent Agreement This WARRANT AGENT AGREEMENT (this ”Warrant Agreement”) dated as of [●], 2023 (the ”Issuance Date”) is between Innovation Beverage Group Limited, an Australian company (the ”Company”), and VStock Transfer, LLC (the ”Warrant Agent”). WHEREAS, pursuant to the terms of that certain Underwriting Agreement (“Underwriting Agreement”), dated [●], 2023, by and between t

Form of Lock-Up Agreement

Exhibit 10.20 Form of Lock-Up Agreement , 2023 Aegis Capital Corp. 1345 Avenue of the Americas 27th Floor New York, NY 10105 Ladies and Gentlemen: The undersigned understands that Aegis Capital Corp. (the “Underwriter”), proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Innovation Beverage Group Limited, an Australian company (the “Company”), providing for the pu

Registrant’s Representation Pursuant to Requirements of Form 20-F, Item 8.A.4

EXHIBIT 99.3 Innovation Beverage Group Limited 29 Anvil Road Seven Hills, NSW 2147 Australia February 9, 2023 VIA EDGAR Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Innovation Beverage Group Ltd. Registration Statement on Form F-1 Representation under Item 8.A.4 of Form 20-F Ladies and Gentlemen: The undersigned, Innovation B

Filing Fee Table

EX-FILING FEES 5 e4255ex107.htm EXHIBIT 107 EXHIBIT 107 Calculation of Filing Fee Tables Form F-1 Innovation Beverage Group Limited (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offer

As filed with the Securities and Exchange Commission on November 22, 2022

As filed with the Securities and Exchange Commission on November 22, 2022 Registration No.

Form of Warrant Agent Agreement

EXHIBIT 4.5 FORM OF WARRANT AGENCY AGREEMENT WARRANT AGENCY AGREEMENT, dated as of [ ], 2022 (?Agreement?) between Innovation Beverage Group Limited, an Australian public limited company (the ?Company?), and V-Stock Transfer, LLC, a New York limited liability company (the ?Warrant Agent?). WITNESSETH WHEREAS, pursuant to the terms of that certain Underwriting Agreement (?Underwriting Agreement?),

Innovation Beverage Group Limited 29 Anvil Road Seven Hills, NSW 2147

Innovation Beverage Group Limited 29 Anvil Road Seven Hills, NSW 2147 Australia November 22, 2022 Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.

As filed with the Securities and Exchange Commission on November 15, 2022

As filed with the Securities and Exchange Commission on November 15, 2022 Registration No.

Filing Fee Table

EX-FILING FEES 4 e4210ex107.htm EXHIBIT 107 EXHIBIT 107 Calculation of Filing Fee Tables Form F-1 Innovation Beverage Group Limited (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offer

Innovation Beverage Group Limited 29 Anvil Road Seven Hills, NSW 2147

Innovation Beverage Group Limited 29 Anvil Road Seven Hills, NSW 2147 Australia November 15, 2022 Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.

As filed with the Securities and Exchange Commission on October 24, 2022

F-1/A 1 e4137f-1a7.htm FORM F-1/A7 As filed with the Securities and Exchange Commission on October 24, 2022 Registration No. 333-266965 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 7 to FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 INNOVATION BEVERAGE GROUP LIMITED (Exact Name of Registrant as Specified in its Charter) Australia 2080 Not

Amendment Agreement between Innovation Beverage Group Limited and Sway Energy Corp., dated October 21, 2022

EXHIBIT 10.21

Innovation Beverage Group Limited 29 Anvil Road Seven Hills, NSW 2147

Innovation Beverage Group Limited 29 Anvil Road Seven Hills, NSW 2147 Australia October 24, 2022 Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.

As filed with the Securities and Exchange Commission on October 3, 2022

As filed with the Securities and Exchange Commission on October 3, 2022 Registration No.

Innovation Beverage Group Limited 29 Anvil Road Seven Hills, NSW 2147 Australia

Innovation Beverage Group Limited 29 Anvil Road Seven Hills, NSW 2147 Australia September 20, 2022 Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.

As filed with the Securities and Exchange Commission on September 20, 2022

As filed with the Securities and Exchange Commission on September 20, 2022 Registration No.

As filed with the Securities and Exchange Commission on September 20, 2022

As filed with the Securities and Exchange Commission on September 20, 2022 Registration No.

Form of Underwriter’s Warrant

EXHIBIT 4.1 EXHIBIT A Form of Representative’s Warrant Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE, OR BE SUBJECT OF ANY HEDGING, SHORT SALE, D

Innovation Beverage Group Limited 29 Anvil Road Seven Hills, NSW 2147 Australia

Innovation Beverage Group Limited 29 Anvil Road Seven Hills, NSW 2147 Australia September 20, 2022 Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.

Form of Underwriter’s Warrant

EXHIBIT 4.1 EXHIBIT A Form of Representative’s Warrant Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HU

Innovation Beverage Group Limited 29 Anvil Road Seven Hills, NSW 2147

Innovation Beverage Group Limited 29 Anvil Road Seven Hills, NSW 2147 Australia September 15, 2022 Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.

Form of Underwriting Agreement

EXHIBIT 1.1 UNDERWRITING AGREEMENT between INNOVATION BEVERAGE GROUP LIMITED and EF HUTTON, DIVISION OF BENCHMARK INVESTMENTS, LLC AS REPRESENTATIVE OF THE SEVERAL UNDERWRITERS TABLE OF CONTENTS Page Section 1. Purchase and Sale of Firm Shares and Over-Allotment Option 3 Section 2. Representations and Warranties of the Company 5 Section 3. Covenants of the Company 17 Section 4. Conditions of Under

As filed with the Securities and Exchange Commission on September 15, 2022

F-1/A 1 e4059f-1a3.htm FORM F-1/A3 As filed with the Securities and Exchange Commission on September 15, 2022 Registration No. 333-266965 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 3 to FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 INNOVATION BEVERAGE GROUP LIMITED (Exact Name of Registrant as Specified in its Charter) Australia 2080 No

Form of Lock-Up Agreement

EXHIBIT 10.20 Form of Lock-Up Agreement for Officers, Directors, and Holder(s) of more than 5% of Ordinary Shares [?], 2022 EF HUTTON, division of Benchmark Investments, LLC as Representative of the several Underwriters named on Schedule 1 attached hereto 590 Madison Avenue, 39th Floor New York, New York 10022 Ladies and Gentlemen: The undersigned, an officer, director and/or holder of more than [

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form F-1 Innovation Beverage Group Limited (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Maximum Aggregate Offering Price(1) Fee Rate Amount of Registration Fee Newly Registered Securities Equity Ordinary shares, no par value per share(1) Rule 457(o) $14,662,500 0.

Innovation Beverage Group Limited 29 Anvil Road Seven Hills, NSW 2147

Innovation Beverage Group Limited 29 Anvil Road Seven Hills, NSW 2147 Australia September 13, 2022 Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.

As filed with the Securities and Exchange Commission on September 13, 2022

F-1/A 1 e4051f-1a2.htm FORM F-1/A2 As filed with the Securities and Exchange Commission on September 13, 2022 Registration No. 333-266965 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 INNOVATION BEVERAGE GROUP LIMITED (Exact Name of Registrant as Specified in its Charter) Australia 2080 No

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form F-1 Innovation Beverage Group Limited (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price(1) Fee Rate Amount of Registration Fee Newly Registered Securities Equity Ordinary shares, no par value per share(1) Rule 457(o) - - $15,000,000 0.

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form F-1 Innovation Beverage Group Limited (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price(1) Fee Rate Amount of Registration Fee Newly Registered Securities Fees to Be Paid Equity Units consisting of: Rule 457(o) $ $20,000,000 0.

Sydney Lease Deed for Seven Hills Facility

EX-10.2 8 e4036ex10-2.htm EXHIBIT 10.2 EXHIBIT 10.2 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26

Deed of Novation by and among Europa International Pty Ltd, Coca-Cola Amatil (Australia) Pty Ltd, and Australian Boutique Spirits Pty Ltd, dated July 2, 2018

EXHIBIT 10.11

Specimen Certificate for Warrant

EX-4.4 5 e4036ex4-4.htm EXHIBIT 4.4 EXHIBIT 4.4 Warrant Certificate ORDINARY SHARE PURCHASE WARRANT INNOVATION BEVERAGE GROUP LIMITED Warrant Shares: [ ] Initial Exercise Date: [ ], 2022 THIS ORDINARY SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions here

Specimen Certificate for Ordinary Shares

EXHIBIT 4.3

Amendment Agreement between Australian Boutique Spirits Pty Ltd and Elegance Brands, Inc. dated March 10, 2021

EX-10.16 22 e4036ex10-16.htm EXHIBIT 10.16 EXHIBIT 10.16

Rutherford, NJ Sublease for REG Liquors, LLC Property, dated October 1, 2013

EX-10.1 7 e4036ex10-1.htm EXHIBIT 10.1 EXHIBIT 10.1

Notice Under 2016 Europa Manufacturing Agreement dated January 9, 2019.

EXHIBIT 10.13

2022 Equity Incentive Plan

EX-10.19 25 e4036ex10-19.htm EXHIBIT 10.19 EXHIBIT 10.19 INNOVATION BEVERAGE GROUP LIMITED 2022 EQUITY INCENTIVE PLAN As adopted by the Board of Directors on April 28, 2022. 1. Purpose; Eligibility. 1.1 General Purpose. The name of this plan is the Innovation Beverage Group Limited 2022 Equity Incentive Plan (the “Plan”). The purposes of the Plan are to (a) enable Innovation Beverage Group Limited

Consulting Agreement between Australian Boutique Spirits Pty Ltd and Great Plains Development, Inc., dated February 15, 2022

EX-10.6 12 e4036ex10-6.htm EXHIBIT 10.6 EXHIBIT 10.6

Power of Attorney (included in signature pages)

As filed with the Securities and Exchange Commission on September 7, 2022 Registration No.

Audit Committee Charter

EX-99.2 31 e4036ex99-2.htm EXHIBIT 99.2 EXHIBITS 99.2 Innovation Beverage Group Limited 29 Anvil Road SEVEN HILLS NSW 2147 Ph: 02 9620 4574 ABN: 44 625 701 420 AUDIT COMMITTEE CHARTER 1 Membership The Audit Committee (the “Committee”) of the board of directors (the “Board”) of Innovation Beverage Group Limited (the “Company”) shall consist of three (3) or more directors. Each member of the Committ

Non-Executive Director’s Agreement between Australian Boutique Spirits Pty Ltd and Sameer Sethi, dated April 29, 2022

EXHIBIT 10.9

Manufacturing Agreement between Europa International Pty Ltd and Coca-Cola Amatil (Australia) Pty Ltd, dated December 22, 2016.

EXHIBIT 10.12

List of Subsidiaries

Exhibit 21.1 List of Subsidiaries Subsidiary Place of Incorporation IBG USA LLC Delaware REG Liquors LLC New Jersey

Innovation Beverage Group Limited 29 Anvil Road Seven Hills, NSW 2147 Australia

Innovation Beverage Group Limited 29 Anvil Road Seven Hills, NSW 2147 Australia September 7, 2022 Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.

Non-Executive Director’s Agreement between Australian Boutique Spirits Pty Ltd and Kristopher Salinger, dated April 29, 2022

EXHIBIT 10.10

Contract of Employment between Australian Boutique Spirits Pty Ltd and Clive Coleman, dated July 1, 2018

EXHIBIT 10.7

Shareholders’ Deed

EXHIBIT 4.2

Consent of IWSR

EXHIBIT 99.1 CONSENT OF IWSR IWSR Drinks Market Analysis Limited consents to the reproduction from our report titled ?Global Cocktail Bitters Snapshot,? dated March 23, 2022, prepared for Australian Boutique Spirits Pty Ltd, now known as Innovation Beverage Group Limited, of the graphical data presented on page 4 titled ?Bitters by Volume 2015-2025,? ?Volume ?000 9lcs,? and ?Value ?000s $ USD? and

Contract of Employment between Australian Boutique Spirits Pty Ltd and Tianyi Eric Yu, dated July 1, 2018

EXHIBIT 10.5

Non-Executive Director’s Agreement between Australian Boutique Spirits Pty Ltd and Sally E. Cardillo, dated April 29, 2022

EXHIBIT 10.8

Termination of BevMart Agreement and Amendment to Manufacturing Agreement between Australian Boutique Spirits Pty Ltd and Elegance Brands, Inc., dated June 14, 2021

EXHIBIT 10.17 Termination of BevMart Agreement and Amendment to Manufacturing Agreement his Termination of BevMart Agreement and Amendment to Manufacturing Agreement, dated as of June 14, 2021 (the “Agreement”), is entered into by and among: A. Australian Boutique Spirits Pty Ltd., an Australian private company, no. 625 701 420 (“ABS”) having its principal place of business located at29 Anvil rd,

Manufacturing Agreement between Europa International Pty Ltd and Coca-Cola Amatil (Australia) Pty Ltd, dated June 9, 2017.

EXHIBIT 10.14

Transfer of Lease, Mortgage or Charge (lease registered number AH858213) between Europa International Pty Ltd and Australian Boutique Spirits Pty Ltd, dated October 29, 2018

EXHIBIT 10.3

Constitution of Innovation Beverage Group Limited

EX-3.1 2 e4036ex3-1.htm EXHIBIT 3.1 EXHIBIT 3.1 Constitution of Innovation Beverage Group Limited ACN 625 701 420 Table of contents 1. PRELIMINARY 1 1.2 Application of the Act, Listing Rules, ASTC Settlement Rules and ACH Clearing Rules 2 1.3 Effect of the Listing Rules 2 1.4 Replaceable Rules not to apply 3 1.5 Transitional 3 2. SHARE CAPITAL 3 2.1 Shares 3 2.2 Variation of class rights 3 2.3 Pow

Manufacturing Supply and License Agreement between Australian Boutique Spirits Pty Ltd and Elegance Brands, Inc., dated July 31, 2020

EXHIBIT 10.15 Manufacturing Supply and License Agreement This Manufacturing Supply and License Agreement, dated as of July 31, 2020 (the ?Agreement?), is entered into by and between Australian Boutique Spirits Pty Ltd., an Australian private company, no. 625 701 420 (?ABS? or ?Seller?) having its principal place of business located at 1 Doris Hirst Place, West Pennant Hills, Sydney, Australia 2125

Form of Warrant Agent Agreement

EXHIBIT 4.5 Portions of this exhibit have been redacted in compliance with Regulation S-K Item 601(b)(10)(iv) because it is both (i) not material and (ii) and the type of information that is confidential. FORM OF WARRANT AGENCY AGREEMENT WARRANT AGENCY AGREEMENT, dated as of [ ], 2022 (?Agreement?) between Innovation Beverage Group Limited, an Australian public limited company (the ?Company?), and

Novation of Debt Agreement between Amit Beri and Meena Beri, dated December 27, 2021

EXHIBIT 10.18

Executive Services Agreement between Australian Boutique Spirits Pty Ltd, Beri Beverages Pty Ltd and Sahil Beri, dated November 1, 2021

EXHIBIT 10.4

Code of Ethics and Business Conduct

EXHIBIT 14 Innovation Beverage Group Limited 29 Anvil Road SEVEN HILLS NSW 2147 Ph: 02 9620 4574 ABN: 44 625 701 420 CODE OF ETHICS AND BUSINESS CONDUCT 1.

Nomination and Remuneration Committee Charter

EX-99.3 32 e4036ex99-3.htm EXHIBIT 99.3 EXHIBIT 99.3 Innovation Beverage Group Limited 29 Anvil Road SEVEN HILLS NSW 2147 Ph: 02 9620 4574 ABN: 44 625 701 420 NOMINATION AND REMUNERATION COMMITTEE Charter The board of directors (Board) of Innovation Beverage Group Limited (Company), established the Nomination and Remuneration Committee (Committee), and approved this charter to govern the operation

Termination of BevMart Agreement and Amendment to Manufacturing Agreement between Australian Boutique Spirits Pty Ltd and Elegance Brands, Inc., dated June 14, 2021

EXHIBIT 10.16 Termination of BevMart Agreement and Amendment to Manufacturing Agreement his Termination of BevMart Agreement and Amendment to Manufacturing Agreement, dated as of June 14, 2021 (the “Agreement”), is entered into by and among: A. Australian Boutique Spirits Pty Ltd., an Australian private company, no. 625 701 420 (“ABS”) having its principal place of business located at29 Anvil rd,

Notice Under 2016 Europa Manufacturing Agreement dated January 9, 2019.

EXHIBIT 10.13

2022 Equity Incentive Plan

EXHIBIT 10.18 INNOVATION BEVERAGE GROUP LIMITED 2022 EQUITY INCENTIVE PLAN As adopted by the Board of Directors on April 28, 2022. 1. Purpose; Eligibility. 1.1 General Purpose. The name of this plan is the Innovation Beverage Group Limited 2022 Equity Incentive Plan (the “Plan”). The purposes of the Plan are to (a) enable Innovation Beverage Group Limited, an Australian public limited company (the

Nomination and Remuneration Committee Charter

EXHIBIT 99.3 Innovation Beverage Group Limited 29 Anvil Road SEVEN HILLS NSW 2147 Ph: 02 9620 4574 ABN: 44 625 701 420 NOMINATION AND REMUNERATION COMMITTEE Charter The board of directors (Board) of Innovation Beverage Group Limited (Company), established the Nomination and Remuneration Committee (Committee), and approved this charter to govern the operations of the Committee. This Charter will be

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form F-1 Innovation Beverage Group Limited (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price(1) Fee Rate Amount of Registration Fee Newly Registered Securities Fees to Be Paid Equity Units consisting of: Rule 457(o) $ $20,000,000 0.

Constitution of Innovation Beverage Group Limited

EXHIBIT 3.1 Constitution of Innovation Beverage Group Limited ACN 625 701 420 Table of contents 1. PRELIMINARY 1 1.2 Application of the Act, Listing Rules, ASTC Settlement Rules and ACH Clearing Rules 2 1.3 Effect of the Listing Rules 2 1.4 Replaceable Rules not to apply 3 1.5 Transitional 3 2. SHARE CAPITAL 3 2.1 Shares 3 2.2 Variation of class rights 3 2.3 Power to buy back ordinary shares 3 2.4

Management, Supply and License Agreement between Australian Boutique Spirits Pty Ltd and Elegance Brands, Inc., dated July 31, 2020

EXHIBIT 10.15 Manufacturing Supply and License Agreement This Manufacturing Supply and License Agreement, dated as of July 31, 2020 (the “Agreement”), is entered into by and between Australian Boutique Spirits Pty Ltd., an Australian private company, no. 625 701 420 (“ABS” or “Seller”) having its principal place of business located at 1 Doris Hirst Place, West Pennant Hills, Sydney, Australia 2125

Sydney Lease Deed for Seven Hills Facility

EXHIBIT 10.2 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26

Consent of IWSR

EXHIBIT 99.1 CONSENT OF IWSR IWSR Drinks Market Analysis Limited consents to the reproduction from our report titled “Global Cocktail Bitters Snapshot,” dated March 23, 2022, prepared for Australian Boutique Spirits Pty Ltd, now known as Innovation Beverage Group Limited, of the graphical data presented on page 4 titled “Bitters by Volume 2015-2025,” “Volume ‘000 9lcs,” and “Value ‘000s $ USD” and

Specimen Certificate for Ordinary Shares

EXHIBIT 4.3

Manufacturing Agreement between Europa International Pty Ltd and Coca-Cola Amatil (Australia) Pty Ltd, dated December 22, 2016.

EXHIBIT 10.12

Deed of Novation by and among Europa International Pty Ltd, Coca-Cola Amatil (Australia) Pty Ltd, and Australian Boutique Spirits Pty Ltd, dated July 2, 2018

EXHIBIT 10.11

List of Subsidiaries

Exhibit 21.1 List of Subsidiaries Subsidiary Place of Incorporation IBG USA LLC Delaware REG Liquors LLC New Jersey

Audit Committee Charter

EX-99.2 16 e3995ex99-2.htm EXHIBIT 99.2 EXHIBITS 99.2 Innovation Beverage Group Limited 29 Anvil Road SEVEN HILLS NSW 2147 Ph: 02 9620 4574 ABN: 44 625 701 420 AUDIT COMMITTEE CHARTER 1 Membership The Audit Committee (the “Committee”) of the board of directors (the “Board”) of Innovation Beverage Group Limited (the “Company”) shall consist of three (3) or more directors. Each member of the Committ

As filed with the Securities and Exchange Commission on August [ ], 2022

F-1 1 e3995f-1.htm FORM F-1 As filed with the Securities and Exchange Commission on August [ ], 2022 Registration No. 333-[ ] UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 INNOVATION BEVERAGE GROUP LIMITED (Exact Name of Registrant as Specified in its Charter) Australia 2080 Not applicable (State or Other Ju

Code of Ethics and Business Conduct

EXHIBIT 14 Innovation Beverage Group Limited 29 Anvil Road SEVEN HILLS NSW 2147 Ph: 02 9620 4574 ABN: 44 625 701 420 CODE OF ETHICS AND BUSINESS CONDUCT 1.

Manufacturing Agreement between Europa International Pty Ltd and Coca-Cola Amatil (Australia) Pty Ltd, dated June 9, 2017.

EXHIBIT 10.14

Innovation Beverage Group Limited 29 Anvil Road Seven Hills, NSW 2147

Innovation Beverage Group Limited 29 Anvil Road Seven Hills, NSW 2147 Australia August 18, 2022 Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.

As filed with the Securities and Exchange Commission on [ ], 2022

As filed with the Securities and Exchange Commission on [ ], 2022 Registration No.

Innovation Beverage Group Limited 29 Anvil Road Seven Hills, NSW 2147 Australia

Innovation Beverage Group Limited 29 Anvil Road Seven Hills, NSW 2147 Australia August 2, 2022 U.

As filed with the Securities and Exchange Commission on [ ], 2022

As filed with the Securities and Exchange Commission on [ ], 2022 Registration No.

Innovation Beverage Group Limited 29 Anvil Road Seven Hills, NSW 2147

Innovation Beverage Group Limited 29 Anvil Road Seven Hills, NSW 2147 Australia July 15, 2022 Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.

EX-10.16

EXHIBIT 10.16

CONSENT OF IWSR

EXHIBIT 99.1 CONSENT OF IWSR IWSR Drinks Market Analysis Limited consents to the reproduction from our report titled ?Global Cocktail Bitters Snapshot,? dated March 23, 2022, prepared for Australian Boutique Spirits Pty Ltd, now known as Innovation Beverage Group Limited, of the graphical data presented on page 4 titled ?Bitters by Volume 2015-2025,? ?Volume ?000 9lcs,? and ?Value ?000s $ USD? and

EX-4.2

EXHIBIT4.2

As filed with the Securities and Exchange Commission on [ ], 2022

As filed with the Securities and Exchange Commission on [ ], 2022 Registration No.

Innovation Beverage Group Limited 29 Anvil Road Seven Hills, NSW 2147

Innovation Beverage Group Limited 29 Anvil Road Seven Hills, NSW 2147 Australia June 23, 2022 Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.

As filed with the Securities and Exchange Commission on [ ], 2022

DRS/A 1 filename1.htm As filed with the Securities and Exchange Commission on [ ], 2022 Registration No. 333-[ ] UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 INNOVATION BEVERAGE GROUP LIMITED (Exact Name of Registrant as Specified in its Charter) Australia 2080 Not applicable (State or Ot

EX-10.10

EXHIBIT 10.10

As filed with the Securities and Exchange Commission on [ ], 2022

DRS 1 filename1.htm As filed with the Securities and Exchange Commission on [ ], 2022 Registration No. 333-[ ] UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 INNOVATION BEVERAGE GROUP LIMITED (Exact Name of Registrant as Specified in its Charter) Australia 2080 Not applicable (State or Other Jurisdiction of I

EX-10.9

EXHIBIT 10.9

EX-10.6

EX-10.6 7 filename7.htm EXHIBIT 10.5

EX-10.7

EXHIBIT 10.7

EX-10.3

EXHIBIT 10.3

EX-10.5

EXHIBIT 10.5

List of Subsidiaries

Exhibit 21.1 List of Subsidiaries Subsidiary Place of Incorporation Bevmart USA LLC Delaware REG Liquors LLC New Jersey

EX-10.1

EXHIBIT 10.1

EX-10.4

EX-10.4 5 filename5.htm EXHIBIT 10.4

EX-10.2

EXHIBIT 10.2

EX-10.8

EXHIBIT 10.8