As filed with the Securities and Exchange Commission on September 20, 2022
Registration No. 333-266965
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 4 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 Other Jurisdiction of Incorporation or Organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification Number) |
INNOVATION BEVERAGE GROUP LIMITED
29 Anvil Road
Seven Hills, NSW 2147
Australia
Tel: +61 (02) 9620 4574
Sichenzia Ross Ference LLP
1185 Avenue of the Americas, 31th Floor
New York, NY 10036
Tel: (212) 930-9700
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies of all correspondence to:
Darrin Ocasio, Esq. Glenn Burlingame, Esq. Sichenzia Ross Ference LLP 1185 Avenue of the Americas, 31th Floor New York, NY 10036 Tel: (212) 930-9700 Fax: (212) 930 9725 |
Ross Carmel, Esq. Jeffrey P. Wofford, Esq. Carmel, Milazzo & Feil LLP 55 W. 39th Street, 18th Floor New York, NY 10018 Tel: (212) 658-0458 Fax: (646) 838-1314 |
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.
| Emerging growth company ☒ |
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act ☐
The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to such Section 8(a), may determine.
EXPLANATORY NOTE
Innovation Beverage Group Limited is filing this Amendment No. 4 to its registration statement on Form F-1 (file no. 333-266965) (the “Registration Statement”) as an exhibits-only filing. Accordingly, this amendment consists only of the facing page, this explanatory note, the Exhibit Index, the signature page to the Registration Statement and the filed exhibits. The remainder of the Registration Statement is unchanged and has, therefore, been omitted.
EXHIBIT INDEX
* Previously Filed.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the State of Florida, United States on September 20, 2022.
| INNOVATION BEVERAGE GROUP LIMITED | ||
| By: | /s/ Dean Huge | |
| Name: | Dean Huge | |
| Title: | Chief Executive Officer (Principal Executive Officer) | |
KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned constitutes and appoints Dean Huge, acting alone, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for such person and in his name, place and stead, in any and all capacities, to sign this Registration Statement on Form F-1, or other appropriate form, and all amendments thereto, including post-effective amendments, of Innovation Beverage Group Limited, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming that any such attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.
| NAME | POSITION | DATE | ||
| /s/ Dean Huge | Chief Executive Officer (Principal Executive Officer) | September 20, 2022 | ||
| Dean Huge | ||||
| /s/ Tianyi Eric Yu | Chief Financial Officer (Principal Financial Officer and Controller) | September 20, 2022 | ||
| Tianyi Eric Yu | ||||
| /s/ Sahil Beri | Chief Operating Officer and Chairman | September 20, 2022 | ||
| Sahil Beri | ||||
| /s/ Clive Coleman | Chief Commercial Officer | September 20, 2022 | ||
| Clive Coleman | ||||
| /s/ Sally Cardillo | Director | September 20, 2022 | ||
| Sally Cardillo | ||||
| /s/ Kristopher Laurens Salinger | Director | September 20, 2022 | ||
| Kristopher Laurens Salinger | ||||
| /s/ Sameer Sethi | Director | September 20, 2022 | ||
| Sameer Sethi |
SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the Company has signed this registration statement or amendment thereto in the State of Florida, United States on September 20, 2022.
| Authorized U.S. Representative | ||
| Dean Huge | ||
| By: | /s/ Dean Huge | |
| Name: | Dean Huge | |
| Title: | Chief Executive Officer | |